<PAGE>

                                                                     EXHIBIT 4.2

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

                                    INDENTURE

                            DATED AS OF JUNE 27, 2003

                                     BETWEEN

                     COOPERATIVE COMPUTING, INC., AS ISSUER,

                          THE GUARANTORS NAMED HEREIN,

                                       AND

                  WELLS FARGO BANK MINNESOTA, N.A., AS TRUSTEE

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

                     10 1/2% SENIOR NOTES DUE 2011, SERIES A
                     10 1/2% SENIOR NOTES DUE 2011, SERIES B

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

<PAGE>

                              CROSS-REFERENCE TABLE

<TABLE>
<CAPTION>
TRUST INDENTURE                                                                              INDENTURE
   ACT SECTION                                                                                SECTION
----------------                                                                             ---------
<S>                                                                                         <C>
Section 310(a)(1)...................................................................        8.10
      (a)(2)........................................................................        8.10
      (a)(3)........................................................................        N.A.
      (a)(4)........................................................................        N.A.
      (a)(5)........................................................................        8.08, 8.10
      (b)...........................................................................        8.08; 8.10; 13.02
      (c)...........................................................................        N.A.
Section 311(a)......................................................................        8.11
      (b)...........................................................................        8.11
      (c)...........................................................................        N.A.
Section 312(a)......................................................................        2.05
      (b)...........................................................................        13.03
      (c)...........................................................................        13.03
Section 313(a)......................................................................        8.06
      (b)(1)........................................................................        N.A.
      (b)(2)........................................................................        8.06
      (c)...........................................................................        8.06; 13.02
      (d)...........................................................................        8.06
Section 314(a)......................................................................        4.09; 4.11; 13.02
      (b)...........................................................................        N.A.
      (c)(1)........................................................................        13.04
      (c)(2)........................................................................        13.04
      (c)(3)........................................................................        N.A.
      (d)...........................................................................        N.A.
      (e)...........................................................................        13.05
      (f)...........................................................................        N.A.
Section 315(a)......................................................................        8.01(b)
      (b)...........................................................................        8.05; 13.02
      (c)...........................................................................        8.01(a)
      (d)...........................................................................        8.01(c)
      (e)...........................................................................        6.11
Section 316(a)(last sentence).......................................................        2.09
      (a)(1)(A).....................................................................        6.05
      (a)(1)(B).....................................................................        6.04
      (a)(2)........................................................................        N.A.
      (b)...........................................................................        6.07
      (c)...........................................................................        10.04
Section 317(a)(1)...................................................................        6.08
      (a)(2)........................................................................        6.09
      (b)...........................................................................        2.04
Section 318(a)......................................................................        13.01
</TABLE>

----------------
N.A. means Not Applicable.

NOTE: This Cross-Reference Table shall not, for any purpose, be deemed to be a
part of the Indenture.

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                               PAGE
                                                                                                               ----
<S>                                                                                                            <C>
                                                    ARTICLE ONE

                                     DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01.     Definitions...............................................................................     1
SECTION 1.02.     Incorporation by Reference of Trust Indenture Act.........................................    15
SECTION 1.03.     Rules of Construction.....................................................................    16

                                                    ARTICLE TWO

                                                     THE NOTES

SECTION 2.01.     Form and Dating...........................................................................    16
SECTION 2.02.     Execution and Authentication..............................................................    17
SECTION 2.03.     Registrar and Paying Agent................................................................    17
SECTION 2.04.     Paying Agent To Hold Assets in Trust......................................................    18
SECTION 2.05.     Holder Lists..............................................................................    18
SECTION 2.06.     Transfer and Exchange.....................................................................    18
SECTION 2.07.     Replacement Notes.........................................................................    19
SECTION 2.08.     Outstanding Notes.........................................................................    19
SECTION 2.09.     Treasury Notes............................................................................    19
SECTION 2.10.     Temporary Notes...........................................................................    19
SECTION 2.11.     Cancellation..............................................................................    20
SECTION 2.12.     Defaulted Interest........................................................................    20
SECTION 2.13.     CUSIP Number..............................................................................    20
SECTION 2.14.     Deposit of Moneys.........................................................................    20
SECTION 2.15.     Book-Entry Provisions for Global Notes....................................................    21
SECTION 2.16.     Registration of Transfers and Exchanges...................................................    21
SECTION 2.17.     Issuance of Additional Notes..............................................................    24

                                                   ARTICLE THREE

                                                     REDEMPTION

SECTION 3.01.     Notices to Trustee........................................................................    25
SECTION 3.02.     Selection of Notes To Be Redeemed.........................................................    25
SECTION 3.03.     Notice of Redemption......................................................................    26
SECTION 3.04.     Effect of Notice of Redemption............................................................    26
SECTION 3.05.     Deposit of Redemption Price...............................................................    26
SECTION 3.06.     Notes Redeemed in Part....................................................................    27

                                                    ARTICLE FOUR

                                                     COVENANTS

SECTION 4.01.     Payment of Notes..........................................................................    27
SECTION 4.02.     Maintenance of Office or Agency...........................................................    27
</TABLE>

                                  -i-

<PAGE>

<TABLE>
<CAPTION>
                                                                                                               PAGE
                                                                                                               ----
<S>                                                                                                            <C>
SECTION 4.03.     Limitations on Transactions with Affiliates...............................................    27
SECTION 4.04.     Limitation on Incurrence of Additional Indebtedness
                  and Issuance of Disqualified Capital Stock................................................    28

SECTION 4.05.     Limitation on Guarantees of Certain Indebtedness..........................................    28
SECTION 4.06.     Payments for Consents.....................................................................    28
SECTION 4.07.     Limitation on Investment Company Status...................................................    29
SECTION 4.08.     Limitation on Asset Sales.................................................................    29
SECTION 4.09.     Limitation on Asset Swaps.................................................................    30
SECTION 4.10.     Limitation on Restricted Payments.........................................................    30
SECTION 4.11.     Notice of Defaults........................................................................    32
SECTION 4.12.     Reports...................................................................................    32
SECTION 4.13.     Limitations on Dividend and Other Payment Restrictions Affecting Subsidiaries.............    32
SECTION 4.14.     Limitation on Liens.......................................................................    33
SECTION 4.15.     Change of Control.........................................................................    33
SECTION 4.16.     Compliance Certificate....................................................................    35
SECTION 4.17.     Corporate Existence.......................................................................    35
SECTION 4.18.     Excess Cash Balance Repurchase Offer......................................................    35

                                                    ARTICLE FIVE

                                           MERGERS; SUCCESSOR CORPORATION

SECTION 5.01.     Mergers, Consolidation and Sale of Assets.................................................    36
SECTION 5.02.     Successor Corporation Substituted.........................................................    36

                                                    ARTICLE SIX

                                                DEFAULT AND REMEDIES

SECTION 6.01.     Events of Default.........................................................................    37
SECTION 6.02.     Acceleration..............................................................................    38
SECTION 6.03.     Other Remedies............................................................................    38
SECTION 6.04.     Waiver of Past Default....................................................................    38
SECTION 6.05.     Control by Majority.......................................................................    39
SECTION 6.06.     Limitation on Suits.......................................................................    39
SECTION 6.07.     Rights of Holders To Receive Payment......................................................    39
SECTION 6.08.     Collection Suit by Trustee................................................................    40
SECTION 6.09.     Trustee May File Proofs of Claim..........................................................    40
SECTION 6.10.     Priorities................................................................................    40
SECTION 6.11.     Undertaking for Costs.....................................................................    40

                                                   ARTICLE SEVEN

                                              [INTENTIONALLY OMITTED]

                                                   ARTICLE EIGHT

                                                      TRUSTEE

SECTION 8.01.     Duties of Trustee.........................................................................    41
SECTION 8.02.     Rights of Trustee.........................................................................    42
SECTION 8.03.     Individual Rights of Trustee..............................................................    43
</TABLE>

                                      -ii-

<PAGE>

<TABLE>
<CAPTION>
                                                                                                               PAGE
                                                                                                               ----
<S>                                                                                                            <C>
SECTION 8.04.     Trustee's Disclaimer......................................................................    43
SECTION 8.05.     Notice of Defaults........................................................................    43
SECTION 8.06.     Reports by Trustee to Holders.............................................................    43
SECTION 8.07.     Compensation and Indemnity................................................................    43
SECTION 8.08.     Replacement of Trustee....................................................................    44
SECTION 8.09.     Successor Trustee by Merger, etc..........................................................    45
SECTION 8.10.     Eligibility; Disqualification.............................................................    45
SECTION 8.11.     Preferential Collection of Claims Against the Company.....................................    45

                                                    ARTICLE NINE

                                         DISCHARGE OF INDENTURE; DEFEASANCE

SECTION 9.01.     Termination of the Company's Obligations..................................................    46
SECTION 9.02.     Legal Defeasance and Covenant Defeasance..................................................    46
SECTION 9.03.     Conditions to Legal Defeasance or Covenant Defeasance.....................................    47
SECTION 9.04.     Application of Trust Money; Trustee Acknowledgment and Indemnity..........................    48
SECTION 9.05.     Repayment to Company......................................................................    48
SECTION 9.06.     Reinstatement.............................................................................    48

                                                    ARTICLE TEN

                                        AMENDMENTS, SUPPLEMENTS AND WAIVERS

SECTION 10.01.    Without Consent of Holders................................................................    49
SECTION 10.02.    With Consent of Holders...................................................................    49
SECTION 10.03.    Compliance with Trust Indenture Act.......................................................    50
SECTION 10.04.    Record Date for Consents and Effect of Consents...........................................    50
SECTION 10.05.    Notation on or Exchange of Notes..........................................................    51
SECTION 10.06.    Trustee To Sign Amendments, etc...........................................................    51

                                                   ARTICLE ELEVEN

                                                     GUARANTEE

SECTION 11.01.    Unconditional Guarantee...................................................................    51
SECTION 11.02.    Severability..............................................................................    52
SECTION 11.03.    Release of a Guarantor....................................................................    52
SECTION 11.04.    Limitation of Guarantor's Liability.......................................................    52
SECTION 11.05.    Contribution..............................................................................    52
SECTION 11.06.    Subordination of Subrogation and Other Rights.............................................    53

                                                   ARTICLE TWELVE

                                              [INTENTIONALLY OMITTED]

                                                  ARTICLE THIRTEEN

                                                   MISCELLANEOUS

SECTION 13.01.    Trust Indenture Act Controls..............................................................    53
SECTION 13.02.    Notices...................................................................................    53
</TABLE>

                                     -iii-

<PAGE>

<TABLE>
<CAPTION>
                                                                                                              PAGE
                                                                                                              ----
<S>                                                                                                           <C>
SECTION 13.03.    Communications by Holders with Other Holders..............................................    54
SECTION 13.04.    Certificate and Opinion as to Conditions Precedent........................................    54
SECTION 13.05.    Statements Required in Certificate........................................................    54
SECTION 13.06.    Rules by Trustee, Paying Agent, Registrar.................................................    55
SECTION 13.07.    Governing Law.............................................................................    55
SECTION 13.08.    No Recourse Against Others................................................................    55
SECTION 13.09.    Successors................................................................................    55
SECTION 13.10.    Counterpart Originals.....................................................................    55
SECTION 13.11.    Severability..............................................................................    55
SECTION 13.12.    No Adverse Interpretation of Other Agreements.............................................    55
SECTION 13.13.    Legal Holidays............................................................................    56

SIGNATURES..................................................................................................   S-1

EXHIBIT A         Form of Series A Note.....................................................................   A-1
EXHIBIT B         Form of Series B Note.....................................................................   B-1
EXHIBIT C         Form of Legend for Global Notes...........................................................   C-1
EXHIBIT D         Form of Transfer Certificate..............................................................   D-1
EXHIBIT E         Form of Transfer Certificate for Institutional Accredited Investors.......................   E-1
EXHIBIT F         Form of Transfer Certificate for Regulation S Transfers...................................   F-1
EXHIBIT G         Form of Guarantee.........................................................................   G-1
</TABLE>

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

NOTE: This Table of Contents shall not, for any purpose, be deemed to be a part
of the Indenture.

                                      -iv-

<PAGE>

                  INDENTURE dated as of June 27, 2003, between COOPERATIVE
COMPUTING, INC., a Delaware corporation (the "Company"), each of the GUARANTORS
(as herein defined); and WELLS FARGO BANK MINNESOTA, N.A., 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 Notes:

                                   ARTICLE ONE

                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01      Definitions.

                  "Acceleration Notice" has the meaning provided in Section
6.02.

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

                  "Acquired Preferred Stock" means Preferred Stock of any Person
at the time such Person becomes a Subsidiary of the Company or at the time it
merges or consolidates with the Company or any of its Subsidiaries and not
issued by such person in connection with, or in anticipation or contemplation
of, such acquisition, merger or consolidation.

                  "Additional Notes" means 10 1/2% Series A, Series B or any
other series of Senior Notes due 2011 issued from time to time after the Issue
Date and on or prior to June 15, 2007 in accordance with Section 2.17.

                  "Affiliate" means, as to any Person, any other Person who,
directly or indirectly, through one or more intermediaries, controls, or is
controlled by, or is under common control with, the first referred to Person.
The term "control" means the possession, directly or indirectly, of the power to
direct or cause the direction of the management and policies of a Person,
whether through the ownership of voting securities, by contract or otherwise.

                  "Affiliate Transaction" has the meaning provided in Section
4.03.

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

                  "ARISB Acquisition" means the acquisition of certain assets of
ADP Claims Solutions, Group, Inc. ("ADP") pursuant to the Asset Purchase
Agreement dated November 20, 1997 between the Company and ADP.

                  "Asset Sale" means any direct or indirect sale, issuance,
conveyance, transfer, lease (other than operating leases entered into in the
ordinary course of business), assignment or other transfer for value by the
Company or any of its Subsidiaries (excluding any Sale and Leaseback Transaction
or any pledge of assets or stock by the Company or any of its Subsidiaries) to
any Person other than the Company or a Wholly Owned Subsidiary of the Company of
(i) any Capital Stock of any Subsidiary of the Company or (ii) any other
property or assets of the Company or any Subsidiary of the Company other than in
the ordinary course of business; provided, however, that for purposes of Section
4.08, Asset Sales shall not include (a) a transaction or series of related
transactions in which the Company or its Subsidiaries receive aggregate
consideration of less than $1.0 million, (b) transactions covered by Article
Five or permitted by Section 4.09, (c) a Restricted Payment that otherwise
qualifies under Section 4.10, (d) any disposition of obsolete or worn out
equipment or equipment that is no longer useful in the conduct of the

<PAGE>

business of the Company and its Subsidiaries and that is disposed of, in each
case, in the ordinary course of business or (e) sales of receivables and leases
in connection with the lease financing activities described in clause (xiii) of
the definition of "Permitted Indebtedness."

                  "Asset Swap" means the execution of a definitive agreement,
subject only to approval of the United States Federal Trade Commission, if
applicable, and other customary closing conditions, that the Company in good
faith believes will be satisfied, for a substantially concurrent purchase and
sale, or exchange, of Productive Assets between the Company or any of its
Subsidiaries and another Person or group of affiliated Persons; provided that
any amendment to or waiver of any closing condition that individually or in the
aggregate is material to the Asset Swap shall be deemed to be a new Asset Swap;
it being understood that an Asset Swap may include a cash equalization payment
made in connection therewith provided that such cash payment, if received by the
Company or its Subsidiaries, shall be deemed to be proceeds received from an
Asset Sale and applied in accordance with Section 4.08.

                  "Bankruptcy Law" has the meaning provided in Section 6.01.

                  "Board of Directors" means the Board of Directors or other
governing body charged with the ultimate management of any Person, or any duly
authorized committee thereof.

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

                  "Business Day" means any day other than a Saturday, a Sunday
or a day on which banking institutions in New York, New York or Chicago,
Illinois are not required to be open.

                  "Capital Stock" means (i) with respect to any Person that is a
corporation, any and all shares, interests, participations or other equivalents
(however designated) of capital stock of such Person and (ii) with respect to
any Person that is not a corporation, any and all partnership or other equity
interests of such Person.

                  "Capitalized Lease Obligation" means, as to any Person, the
obligation of such Person to pay rent or other amounts under a lease to which
such Person is a party that is required to be classified and accounted for as a
capital lease obligation under GAAP, and for purposes of this definition, the
amount of such obligation at any date shall be the capitalized amount of such
obligation at such date, determined in accordance with GAAP.

                  "Cash Equivalents" means (i) marketable direct obligations
issued by, or unconditionally guaranteed by, the United States Government or
issued by any agency thereof and backed by the full faith and credit of the
United States, in each case maturing within one year from the date of
acquisition thereof; (ii) marketable direct obligations issued by any state of
the United States of America or any political subdivision of any such state or
any public instrumentality thereof maturing within one year from the date of
acquisition thereof and, at the time of acquisition, having one of the two
highest ratings obtainable from either Standard & Poor's Corporation or Moody's
Investors Service, Inc.; (iii) commercial paper maturing no more than one year
from the date of creation thereof and, at the time of acquisition, having a
rating of at least A-1 from Standard & Poor's Corporation or at least P-1 from
Moody's Investors Service, Inc.; (iv) certificates of deposit or bankers'
acceptances maturing within one year from the date of acquisition thereof issued
by any commercial bank organized under the laws of the United States of America
or any state thereof or the District of Columbia or any U.S. branch of a foreign
bank having at the date of acquisition thereof combined capital and surplus of
not less than $500.0 million; (v) repurchase obligations with a term of not more
than seven days for underlying securities of the types described in clause (i)
above entered into with any bank meeting the qualifications specified in clause
(iv) above; and (vi) investments in money market funds that invest substantially
all their assets in securities of the types described in clauses (i) through (v)
above.

                  "Change of Control" means the occurrence of one or more of the
following events: (i) any sale, lease, exchange or other transfer (in one
transaction or a series of related transactions) of all or substantially all of
the assets of the Company to any Person or group of related Persons for purposes
of Section 13(d) of the Exchange

                                      -2-

<PAGE>

Act (a "Group") (whether or not otherwise in compliance with the provisions of
this Indenture), other than to a Permitted Holder; or (ii) a majority of the
Board of Directors of the Company or Holding shall consist of Persons who are
not Continuing Directors; or (iii) the acquisition by any Person or Group (other
than the Permitted Holders or any direct or indirect Subsidiary of any Permitted
Holder, including without limitation, Holding) of the power, directly or
indirectly, to vote or direct the voting of securities having more than 50% of
the ordinary voting power for the election of directors of the Company or
Holding.

                  "Change of Control Date" has the meaning provided in Section
4.15.

                  "Change of Control Offer" has the meaning provided in Section
4.15.

                  "Change of Control Payment Date" has the meaning provided in
Section 4.15.

                  "Commodity Agreement" means any commodity futures contract,
commodity option or other similar agreement or arrangement entered into by the
Company or any of its Subsidiaries designed to protect the Company or any of its
Subsidiaries against fluctuations in the price of commodities actually used in
the ordinary course of business of the Company and its Subsidiaries.

                  "Company" means the Person named as the "Company" in the first
paragraph of this Indenture until a successor shall have become such pursuant to
the applicable provisions of this Indenture, and thereafter "Company" shall mean
such successor.

                  "Company Request" or "Company Order" means a written request
or order signed in the name of the Company by its Chairman of the Board, its
Vice Chairman of the Board, its President, a Vice President or its Treasurer,
and by its Assistant Treasurer, its Secretary or an Assistant Secretary, and
delivered to the Trustee.

                  "Consolidated Coverage Ratio" as of any date of determination
means the ratio of (i) the aggregate amount of Consolidated EBITDA for the four
quarter period of the most recent four consecutive fiscal quarters ending prior
to the date of such determination (the "Four Quarter Period") to (ii)
Consolidated Fixed Charges for such Four Quarter Period; provided, however, that
(1) if the Company or any Subsidiary of the Company has incurred any
Indebtedness or issued any preferred stock since the beginning of such Four
Quarter Period that remains outstanding on such date of determination or if the
transaction giving rise to the need to calculate the Consolidated Coverage Ratio
is an incurrence of Indebtedness or issuance of preferred stock, Consolidated
EBITDA and Consolidated Fixed Charges for such Four Quarter Period shall be
calculated after giving effect on a pro forma basis to such Indebtedness or
issuance of preferred stock as if such Indebtedness had been incurred or such
preferred stock had been issued on the first day of such Four Quarter Period and
the discharge of any other Indebtedness or preferred stock repaid, repurchased,
defeased or otherwise discharged with the proceeds of such new Indebtedness or
preferred stock as if such discharge had occurred on the first day of such Four
Quarter Period, (2) if since the beginning of such Four Quarter Period the
Company or any Subsidiary of the Company shall have made any Asset Sale, the
Consolidated EBITDA for such Four Quarter Period shall be reduced by an amount
equal to the Consolidated EBITDA (if positive) directly attributable to the
assets that are the subject of such Asset Sale for such Four Quarter Period or
increased by an amount equal to the Consolidated EBITDA (if negative) directly
attributable thereto for such Four Quarter Period and Consolidated Fixed Charges
for such Four Quarter Period shall be reduced by an amount equal to the
Consolidated Fixed Charges directly attributable to any Indebtedness or
preferred stock of the Company or any Subsidiary of the Company repaid,
repurchased, defeased or otherwise discharged with respect to the Company and
its continuing Subsidiaries in connection with such Asset Sale for such Four
Quarter Period (or, if the Capital Stock of any Subsidiary of the Company are
sold, the Consolidated Fixed Charges for such Four Quarter Period directly
attributable to the Indebtedness of such Subsidiary to the extent the Company
and its continuing Subsidiaries are no longer liable for such Indebtedness after
such sale), (3) if since the beginning of such Four Quarter Period the Company
or any Subsidiary of the Company (by merger or otherwise) shall have made an
Investment in any Subsidiary of the Company (or any Person that becomes a
Subsidiary of the Company) or an acquisition of assets, including any
acquisition of assets occurring in connection with a transaction causing a
calculation to be made hereunder, which constitutes all or substantially all of

                                      -3-

<PAGE>

an operating unit of a business, Consolidated EBITDA and Consolidated Fixed
Charges for such Four Quarter Period shall be calculated after giving pro forma
effect thereto (including the Incurrence of any Indebtedness or the issuance of
any preferred stock) as if such Investment or acquisition occurred on the first
day of such Four Quarter Period and (4) if since the beginning of such Four
Quarter Period any Person (that subsequently became a Subsidiary or was merged
with or into the Company or any Subsidiary of the Company since the beginning of
such Four Quarter Period) shall have made any Asset Sale or any Investment or
acquisition of assets that would have required an adjustment pursuant to clause
(2) or (3) above if made by the Company or a Subsidiary of the Company during
such Four Quarter Period, Consolidated EBITDA and Consolidated Fixed Charges for
such Four Quarter Period shall be calculated after giving pro forma effect
thereto as if such Asset Sale, Investment or acquisition of assets occurred on,
with respect to any Investment or acquisition, the first day of such Four
Quarter Period and, with respect to any Asset Sale, the day prior to the first
day of such Four Quarter Period. For purposes of this definition, whenever pro
forma effect is to be given to an acquisition of assets, the amount of income or
earnings relating thereto and the amount of Consolidated Fixed Charges
associated with any Indebtedness incurred or the issuance of any preferred stock
in connection therewith, the pro forma calculations shall be determined
reasonably and in good faith by a responsible financial or accounting officer of
the Company. If any Indebtedness bears a floating rate of interest and is being
given pro forma effect, the interest expense on such Indebtedness shall be
calculated as if the rate in effect on the date of determination had been the
applicable rate for the entire period (taking into account any agreement under
which Interest Swap Obligations are outstanding applicable to such Indebtedness
if such agreement under which such Interest Swap Obligations are outstanding has
a remaining term as at the date of determination in excess of 12 months);
provided, however, that the Consolidated Interest Expense of the Company
attributable to interest on any Indebtedness incurred under a revolving credit
facility computed on a pro forma basis shall be computed based upon the average
daily balance of such Indebtedness during the Four Quarter Period.

                  "Consolidated EBITDA" means, for any period, the Consolidated
Net Income for such period, plus the following to the extent deducted in
calculating such Consolidated Net Income: (i) Consolidated Income Tax Expense
for such period; (ii) Consolidated Fixed Charges for such period; and (iii)
Consolidated Non-cash Charges for such period less all non-cash items increasing
Consolidated Net Income for such period.

                  "Consolidated Fixed Charges" means, with respect to any Person
for any period, the sum, without duplication, of (i) Consolidated Interest
Expense and (ii) the amount of all cash dividend payments or payments in
Disqualified Capital Stock on Preferred Stock of Subsidiaries of such Person or
on Disqualified Capital Stock of such Person held by Persons other than the
Company or any Wholly Owned Subsidiaries paid, accrued or scheduled to be paid
or accrued during such period.

                  "Consolidated Income Tax Expense" means, with respect to the
Company for any period, the provision for Federal, state, local and foreign
income taxes payable by the Company and its Subsidiaries for such period as
determined on a consolidated basis in accordance with GAAP.

                  "Consolidated Interest Expense" means, with respect to any
Person for any period, without duplication, the sum of (i) the interest expense
of such Person and its Subsidiaries for such period as determined on a
consolidated basis in accordance with GAAP, including, without limitation, (a)
any amortization of debt discount, (b) the net cost under Interest Swap
Obligations (including any amortization of discounts), (c) the interest portion
of any deferred payment obligation, (d) all commissions, discounts and other
fees and charges owed with respect to letters of credit, bankers' acceptance
financing or similar facilities, and (e) all accrued or capitalized interest and
(ii) the interest component of Capitalized Lease Obligations paid or accrued by
such Person and its Subsidiaries during such period as determined on a
consolidated basis in accordance with GAAP.

                  "Consolidated Net Income" of any Person means, for any period,
the aggregate net income (or loss) of such Person and its Subsidiaries for such
period on a consolidated basis, determined in accordance with GAAP; provided,
however, that there shall be excluded therefrom, without duplication, (a) gains
and losses from Asset Sales (without regard to the $1.0 million limitation set
forth in the definition thereof) or abandonments or reserves relating thereto
and the related tax effects, (b) items classified as extraordinary or
nonrecurring gains and losses, and the related tax effects according to GAAP,
(c) the net income (or loss) of any Person acquired in a

                                      -4-

<PAGE>

pooling of interests transaction accrued prior to the date it becomes a
Subsidiary of such first referred to Person or is merged or consolidated with it
or any of its Subsidiaries, (d) the net income of any Subsidiary to the extent
that the declaration of dividends or similar distributions by that Subsidiary of
that income is restricted by contract, operation of law or otherwise, (e) the
net income of any Person, other than the Company or a Subsidiary of the Company
or other than an Unrestricted Subsidiary, except to the extent of the lesser of
(x) dividends or distributions paid to such first referred to Person or its
Subsidiary by such Person and (y) the net income of such Person (but in no event
less than zero), and the net loss of such Person shall be included only to the
extent of the aggregate Investment of the first referred to Person or a
consolidated Subsidiary of such Person and any non-cash expenses attributable to
grants or exercises of employee stock options, (f) charges relating to the
amortization or write-off of intangibles or other goodwill arising from the
ARISB Acquisition or the Triad Acquisition and (g) the cumulative effect of
changes in accounting principles.

                  "Consolidated Net Tangible Assets" of any Person means, as of
any date of determination, the sum of the assets of such Person after
eliminating intercompany items, determined on a consolidated basis in accordance
with GAAP, including appropriate deductions for any minority interest in
tangible assets of such Person's Subsidiaries, less (without duplication) (i)
the net book value of all of its goodwill and other like intangibles, (ii)
unamortized indebtedness discount and expenses, (iii) all reserves for
depreciation, obsolescence, depletion and amortization of its properties and
(iv) all other proper reserves which in accordance with GAAP should be provided
in connection with the business conducted by such Person, in each case as
calculated at the end of the fiscal quarter preceding the date of determination
(and, if calculated in connection with a transaction, after giving pro forma
effect to such transaction).

                  "Consolidated Non-Cash Charges" means, with respect to any
Person for any period, the aggregate depreciation, amortization and other
non-cash expenses of such Person and its Subsidiaries (excluding any such
charges constituting an extraordinary or nonrecurring item) reducing
Consolidated Net Income of such Person and its Subsidiaries for such period,
determined on a consolidated basis in accordance with GAAP.

                  "Continuing Director" means, as of the date of determination,
any Person who (i) was a member of the Board of Directors of the Company or
Holding on the Issue Date, (ii) was nominated for election or elected to the
Board of Directors of the Company or Holding, as the case may be, with the
affirmative vote of a majority of the Continuing Directors who were members of
such Board of Directors at the time of such nomination or election or (iii) is a
representative of a Permitted Holder.

                  "Corporate Trust Office of the Trustee" means the principal
office of the Trustee at which at any particular time its corporate trust
business shall be administered, which office at the date of original execution
of this Indenture is located at MAC N9303-110, Sixth and Marquette Avenue,
Minneapolis, Minnesota 55479, Attention: Corporate Trust Services.

                  "Covenant Defeasance" has the meaning provided in Section
9.02.

                  "Credit Agreement" means the Third Amended and Restated Credit
Agreement (i) the credit agreement, dated June 27, 2003, among the Company, the
Guarantors party thereto, JP Morgan Chase Bank, as administrative agent, and any
other financial institutions from time to time party thereto, together with the
documents related thereto (including, without limitation, any guarantee
agreements and security documents) as the same may be amended, supplemented,
restated, restored or otherwise modified from time to time, including
amendments, supplements or modifications relating to the addition or elimination
of Subsidiaries of the Company as borrowers or guarantors or other credit
parties thereunder, and (ii) any renewal, extension, refunding, restructuring,
restatements, replacement or refinancing thereof (whether with the original
administrative agent and lenders or another administrative agent or agents or
one or more other lenders and whether provided under the original Credit
Agreement or one or more other credit or other agreements).

                                      -5-

<PAGE>

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

                  "Custodian" has the meaning provided in Section 6.01.

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

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

                  "Disqualified Capital Stock" means any Capital Stock that, by
its terms (or by the terms of any security into which it is convertible or for
which it is exchangeable), or upon the happening of any event, matures
(excluding any maturity as the result of an optional redemption by the issuer
thereof) or is mandatorily redeemable on or before June 15, 2011, pursuant to a
sinking fund obligation or otherwise, or is redeemable at the sole option of the
holder thereof (except, in each case, upon the occurrence of a Change of
Control), in whole or in part, on or prior to June 15, 2011; provided that only
the portion of Capital Stock which so matures or is mandatorily redeemable or is
so redeemable at the sole option of the holder thereof prior to June 15, 2011
shall be deemed to be Disqualified Capital Stock.

                  "Equity Offering" means a private sale or an underwritten
public offering of Capital Stock (other than Disqualified Capital Stock) of the
Company or Holding (to the extent, in the case of Holding, that the net cash
proceeds thereof are contributed to the common or non-redeemable preferred
equity capital of the Company).

                  "Event of Default" has the meaning provided in Section 6.01.

                  "Excess Cash Balance Offer" has the meaning provided in
Section 4.18.

                  "Excess Cash Balance Offer Amount" has the meaning provided in
Section 4.18.

                  "Excess Cash Balance Offer Trigger Date" has the meaning
provided in Section 4.18.

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

                  "Exchange Notes" means (i) the 10 1/2% Senior Notes due 2011,
Series B, to be issued pursuant to this Indenture in exchange for the Initial
Notes pursuant to the Registration Rights Agreement and (ii) Additional Notes,
if any, issued in the form of 10 1/2% Series B (or other series of) Senior Notes
due 2011 to be issued in a registered exchange offer, in each case substantially
in the form of Exhibit B.

                  "Final Maturity Date" means June 15, 2011.

                  "Financial Monitoring and Oversight Agreements" means the
Monitoring and Oversight Agreement among the Company, Holding and Hicks, Muse &
Co. Partners, L.P. ("Hicks Muse Partners"), and the Financial Advisory Agreement
among the Company, Holding and Hicks Muse Partners, each as in effect on the
Issue Date or as may be subsequently amended in a way not materially adverse to
holders of the Notes or the Company.

                  "Funding Guarantor" has the meaning provided in Section 11.05.

                                      -6-

<PAGE>

                  "GAAP," unless otherwise indicated, means generally accepted
accounting principles in the United States of America as in effect as of the
date of this Indenture, including those set forth in the opinions and
pronouncements of the Accounting Principles Board of the American Institute of
Certified Public Accountants and statements and pronouncements of the Financial
Accounting Standards Board or the Commission or in such other statements by such
other entity as approved by a significant segment of the accounting profession.
All ratios and computations based on GAAP contained in this Indenture shall be
computed in conformity with GAAP.

                  "Global Notes" means one or more 144A Global Notes, Regulation
S Global Notes or IAI Global Notes.

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

                  "Guarantee" means the guarantee of a Guarantor of the
obligations of the Company with respect to the Notes.

                  "Guaranteed Indebtedness" has the meaning provided in Section
4.05.

                  "Guarantor" means, initially, those Subsidiaries that are
parties to this Indenture and, subsequent to the Issue Date, any Subsidiary of
the Company that becomes a party hereto pursuant to Section 4.05; provided that
any such Subsidiaries shall no longer be Guarantors following any release in
accordance with this Indenture.

                  "Hicks Muse" means Hicks, Muse, Tate & Furst Incorporated, a
Texas corporation.

                  "Holders" means the registered holders of the Notes.

                  "Holding" means Cooperative Computing Holding Company, Inc., a
Delaware corporation which owns all the capital stock of the Company.

                  "IAI Global Note" means a permanent global note in registered
form representing the aggregate principal amount of Notes transferred after the
Issue Date to Institutional Accredited Investors.

                  "incur" has the meaning set forth in Section 4.04.

                  "Indebtedness" means with respect to any Person, without
duplication, any liability of such Person (i) for borrowed money, (ii) evidenced
by bonds, debentures, notes or other similar instruments, (iii) constituting
Capitalized Lease Obligations, (iv) incurred or assumed as the deferred purchase
price of property, or pursuant to conditional sale obligations and title
retention agreements (but excluding trade accounts payable arising in the
ordinary course of business), (v) for the reimbursement of any obligor on any
letter of credit, banker's acceptance or similar credit transaction, (vi) for
Indebtedness of others guaranteed by such Person, (vii) for Interest Swap
Obligations, Commodity Agreements and Currency Agreements and (viii) for
Indebtedness of any other Person of the type referred to in clauses (i) through
(vii) which is secured by any Lien on any property or asset of such first
referred to Person, the amount of such Indebtedness being deemed to be the
lesser of the value of such property or asset or the amount of the Indebtedness
so secured. The amount of Indebtedness of any Person at any date shall be the
outstanding principal amount of all unconditional obligations described above,
as such amount would be reflected on a balance sheet prepared in accordance with
GAAP, and the maximum liability at such date of such Person for any contingent
obligations described above.

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

                  "Initial Notes" means $157.0 million of the 10 1/2% Senior
Notes due 2011, Series A, of the Company.

                                      -7-

<PAGE>

                  "Initial Purchaser" means J.P. Morgan Securities Inc.

                  "Institutional Accredited Investor" means an institution that
is an "accredited investor" as that term is defined in Rule 501(a)(1), (2), (3)
or (7) under the Securities Act.

                  "Interest Payment Date" means each semiannual interest payment
date on June 15 and December 15 of each year, commencing on December 15, 2003.

                  "Interest Record Date" for the interest payable on any
Interest Payment Date (except a date for payment of defaulted interest) means
the June 1 or December 1 (whether or not a Business Day), as the case may be,
immediately preceding such Interest Payment Date.

                  "Interest Swap Obligations" means the obligations of any
Person under any interest rate protection agreement, interest rate future,
interest rate option, interest rate swap, interest rate cap or other interest
rate hedge or arrangement.

                  "Investment" in any Person means any direct or indirect
advance, loan or other extension of credit (in each case, including by way of
Guarantee or similar arrangement) or capital contribution to any Person, but
excluding any debt or extension of credit represented by a bank deposit other
than a time deposit. For purposes of Section 4.10, (A) "Investment" shall
include the portion (proportionate to the Company's equity interest in a
Subsidiary to be designated as an Unrestricted Subsidiary) of the fair market
value of the net assets of such Subsidiary of the Company at the time that such
Subsidiary is designated an Unrestricted Subsidiary; provided, however, that
upon a redesignation of such Unrestricted Subsidiary as a Subsidiary, the
Company shall be deemed to continue to have a permanent "Investment" in an
Unrestricted Subsidiary in an amount (if positive) equal to (1) the Company's
"Investment" in such Subsidiary at the time of such redesignation less (2) the
portion (proportionate to the Company's equity interest in such Subsidiary) of
the fair market value of the net assets of such Subsidiary at the time that such
Subsidiary is so redesignated from an Unrestricted Subsidiary to a Subsidiary;
and (B) any property transferred to or from an Unrestricted Subsidiary shall be
valued at its fair market value at the time of such transfer, in each case as
determined in good faith by the Board of Directors.

                  "Issue Date" means the date on which the Initial Notes are
originally issued.

                  "Legal Defeasance" has the meaning provided in Section 9.02.

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

                  "Net Cash Proceeds" means, with respect to any Asset Sale, the
proceeds in the form of cash or Cash Equivalents (including payments in respect
of deferred payment obligations when received in the form of cash or Cash
Equivalents) received by the Company or any of its Subsidiaries from such Asset
Sale net of (i) reasonable out-of-pocket expenses and fees relating to such
Asset Sale (including, without limitation, legal, accounting and investment
banking fees and sales commissions, recording fees, relocation costs, title
insurance premiums, appraisers, fees and costs reasonably incurred in
preparation of any asset or property for sale), (ii) taxes paid or reasonably
estimated to be payable (calculated based on the combined state, federal and
foreign statutory tax rates applicable to the Company or the Subsidiary engaged
in such Asset Sale), (iii) all distributions and other payments required to be
made to any Person owning a beneficial interest in the assets subject to sale or
minority interest holders in Subsidiaries or joint ventures as a result of such
Asset Sale, (iv) any reserves established in accordance with GAAP for adjustment
in respect of the sales price of such asset or assets or for any liabilities
associated with such Asset Sale, and (v) repayment of Indebtedness secured by
assets subject to such Asset Sale; provided, however, that if the instrument or
agreement governing such Asset Sale requires the transferor to maintain a
portion of the purchase price in escrow (whether as a reserve for adjustment of
the purchase price or otherwise) or to indemnify the transferee for specified
liabilities in a maximum specified amount, the portion of the cash or Cash
Equivalents that is

                                      -8-

<PAGE>

actually placed in escrow or segregated and set aside by the transferor for such
indemnification obligation shall not be deemed to be Net Cash Proceeds until the
escrow terminates or the transferor ceases to segregate and set aside such
funds, in whole or in part, and then only to the extent of the proceeds released
from escrow to the transferor or that are no longer segregated and set aside by
the transferor.

                  "Net Proceeds Offer" has the meaning provided in Section 4.08.

                  "9% Senior Subordinated Notes" means the Company's 9% Senior
Subordinated Notes due 2008 issued and outstanding under the 9% Senior
Subordinated Notes Indenture.

                  "9% Senior Subordinated Notes Indenture" means the indenture,
dated February 10, 1998, by and among Cooperative Computing, Inc., as issuer,
and Wells Fargo Bank Minnesota, N.A. (as successor to Norwest Bank Minnesota,
National Association), as trustee, under which the 9% Senior Subordinated Notes
were issued, as amended, supplemented, exchanged or restated from time to time.

                  "Notes" means, collectively, the Initial Notes, the Additional
Notes, if any, the Private Exchange Notes and the Unrestricted Notes treated as
a single class of securities, as amended or supplemented from time to time in
accordance with the terms of this Indenture. For the purposes of this Indenture,
all Notes shall vote and consent together on all matters (as to which such Notes
may vote or consent) as one class and no series of Notes will have the right to
vote or consent as a separate class on any matter.

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

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

                  "Officers' Certificate" means a certificate signed by two
Officers of the Company complying with Sections 13.04 and 13.05.

                  "144A Global Note" means a permanent global note in registered
form representing the aggregate principal amount of Initial Notes sold in
reliance on Rule 144A.

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

                  "Other Indebtedness" has the meaning provided in Section 4.08.

                  "Participants" has the meaning provided in Section 2.15.

                  "Paying Agent" has the meaning provided in Section 2.03.

                  "Permitted Holders" means Hicks Muse and any of its
Affiliates, officers and directors.

                  "Permitted Indebtedness" means, without duplication, (i)
Indebtedness outstanding on the Issue Date (other than Indebtedness described in
clause (iv) below); (ii) Indebtedness of the Company or a Subsidiary incurred
pursuant to the Credit Agreement (including guarantees thereof) in an aggregate
principal amount at any time outstanding not to exceed $15.0 million; (iii)
Indebtedness evidenced by or arising under the Notes and this Indenture (not
including any Additional Notes issued from time to time); (iv) following the
Issue Date, Indebtedness evidenced by, or arising under the 9% Senior
Subordinated Notes and the 9% Senior Subordinated Notes Indenture in an
aggregate principal amount not to exceed the aggregate principal amount to be
outstanding after giving effect

                                      -9-

<PAGE>

to the consummation of the Tender Offer on the Issue Date; (v) Interest Swap
Obligations; provided, however, that such Interest Swap Obligations are entered
into to protect the Company from fluctuations in currencies or interest rates of
its Indebtedness; (vi) additional Indebtedness of the Company or any of its
Subsidiaries not to exceed $20.0 million in principal amount outstanding at any
time (which amount may, but need not, be incurred under the Credit Agreement);
(vii) Refinancing Indebtedness; (viii) Indebtedness owed by the Company to any
Wholly Owned Subsidiary of the Company or by any Subsidiary of the Company to
the Company or any Wholly Owned Subsidiary of the Company; (ix) guarantees by
the Company or Subsidiaries of any Indebtedness permitted to be incurred
pursuant to this Indenture; (x) Indebtedness in respect of performance bonds,
bankers' acceptances and surety or appeal bonds provided by the Company or any
of its Subsidiaries to their customers in the ordinary course of their business;
(xi) Indebtedness arising from agreements providing for indemnification,
adjustment of purchase price or similar obligations, or from guarantees or
letters of credit, surety bonds or performance bonds securing any obligations of
the Company or any of its Subsidiaries pursuant to such agreements, in each case
incurred in connection with the disposition of any business assets or
Subsidiaries of the Company (other than guarantees of Indebtedness or other
obligations incurred by any Person acquiring all or any portion of such business
assets or Subsidiaries of the Company for the purpose of financing such
acquisition) in a principal amount not to exceed the gross proceeds actually
received by the Company or any of its Subsidiaries in connection with such
disposition; provided, however, that the principal amount of any Indebtedness
incurred pursuant to this clause (xi), when taken together with all Indebtedness
incurred pursuant to this clause (xi) and then outstanding, shall not exceed
$15.0 million; (xii) Indebtedness represented by Capitalized Lease Obligations,
mortgage financings or purchase money obligations, or Indebtedness incurred for
the purposes of financing the acquisition of Productive Assets (whether by
acquisition of assets or stock, by way of merger, consolidation or otherwise),
in each case incurred for the purpose of financing all or any part of the
purchase price or cost of construction or improvement of property used in a
related business or incurred to refinance any such purchase price or cost of
construction or improvement, in each case incurred no later than 365 days after
the date of such acquisition or the date of completion of such construction or
improvement; provided, however, that the principal amount of any Indebtedness
incurred pursuant to this clause (xii) shall not exceed $5.0 million at any time
outstanding; and (xiii) Indebtedness and other Obligations of the Company and
its Subsidiaries related to lease financing activities which are not required to
be treated as indebtedness on a balance sheet, as determined in accordance with
GAAP as in effect on the date such Indebtedness or other Obligation is incurred.

                  "Permitted Investments" means (i) Investments by the Company
or any Subsidiary of the Company to acquire the stock or assets of any Person
(or Acquired Indebtedness or Acquired Preferred Stock acquired in connection
with a transaction in which such Person becomes a Subsidiary of the Company);
provided, however, that the primary business of such person is in the good faith
judgment of management of the Company a business reasonably related, ancillary
or complementary to the business of the Company; provided, further, however,
that if any such Investment or series of related Investments involves an
Investment by the Company in excess of $3.0 million, the Company is able, at the
time of such investment and immediately after giving effect thereto, to incur at
least $1.00 of additional Indebtedness (other than Permitted Indebtedness) in
compliance with Section 4.04, (ii) Investments received by the Company or its
Subsidiaries as consideration for a sale of assets, (iii) Investments by the
Company or any Wholly Owned Subsidiary of the Company in any Wholly Owned
Subsidiary of the Company (whether existing on the Issue Date or created
thereafter) or any Person that after such Investments, and as a result thereof,
becomes a Wholly Owned Subsidiary of the Company and Investments in the Company
by any Wholly Owned Subsidiary of the Company, (iv) Investments in cash and Cash
Equivalents, (v) Investments in securities of trade creditors, wholesalers or
customers received pursuant to any plan of reorganization or similar
arrangement, (vi) loans or advances to employees of the Company or any
Subsidiary thereof for purposes of purchasing the Company's Capital Stock and
other loans and advances to employees made in the ordinary course of business
consistent with past practices of the Company or such Subsidiary, and (vii)
additional Investments in an aggregate amount not to exceed $1.0 million at any
time outstanding.

                  "Permitted Liens" means, with respect to any Person:

                  (i)      Pledges or deposits by such Person under workmen's
         compensation laws, unemployment insurance laws or similar legislation,
         or good faith deposits in connection with bids, tenders, contracts

                                      -10-

<PAGE>

         (other than for the payment of Indebtedness) or leases to which such
         Person is a party, or deposits to secure public or statutory
         obligations of such Person or deposits of cash or United States
         government bonds to secure surety or appeal bonds to which such Person
         is a party, or deposits as security for contested taxes or import
         duties or for the payment of rent, in each case incurred in the
         ordinary course of business;

                  (ii)     Liens imposed by law, such as carriers',
         warehousemen's and mechanics' Liens, in each case for sums not yet
         delinquent or being contested in good faith by appropriate proceedings;

                  (iii)    Liens for taxes, assessments or other governmental
         charges not yet delinquent or which are being contested in good faith
         by appropriate proceedings;

                  (iv)     Liens in favor of issuers of performance and surety
         bonds or bid bonds or with respect to other regulatory requirements or
         letters of credit issued pursuant to the request of and for the account
         of such Person in the ordinary course of its business;

                  (v)      Minor survey exceptions, minor encumbrances,
         easements or reservations of, or rights of others for, licenses,
         rights-of-way, sewers, electric lines, telegraph and telephone lines
         and other similar purposes, or zoning or other restrictions as to the
         use of real properties or Liens incidental to the conduct of the
         business of such Person or to the ownership of its properties which
         were not incurred in connection with Indebtedness and which do not in
         the aggregate materially adversely affect the value of said properties
         or materially impair their use in the operation of the business of such
         Person;

                  (vi)     Liens securing Indebtedness permitted to be incurred
         pursuant to clauses (ii), (v), (vi) and (xii) of the definition of
         "Permitted Indebtedness";

                  (vii)    Liens existing on the Issue Date;

                  (viii)   Liens on property or shares of stock of a Person at
         the time such Person becomes a Subsidiary of the Company; provided,
         however, such Liens are not created or incurred in connection with, or
         in contemplation of, such other Person becoming such a Subsidiary of
         the Company; provided further, however, that such Liens may not extend
         to any other property owned by the Company or any of its Subsidiaries;

                  (ix)     Liens on property at the time the Company or one of
         its Subsidiaries acquired the property, including any acquisition by
         means of a merger or consolidation with or into the Company or any of
         its Subsidiaries; provided, however, that such Liens are not created or
         incurred in connection with, or in contemplation of, such acquisition;
         provided further, however, that the Liens may not extend to any other
         property owned by the Company or any of its Subsidiaries;

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

                  (xi)     Leases, subleases and licenses of real property which
         do not materially interfere with the ordinary conduct of the business
         of the Company or any of its Subsidiaries;

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

                  (xiii)   Liens in favor of the Company or its Subsidiaries;

                  (xiv)    Liens on equipment of the Company or its Subsidiaries
         granted in the ordinary course of business to the Company's or such
         Subsidiaries' client at which such equipment is located;

                                      -11-

<PAGE>

                  (xv)     Liens to secure any refinancing, refunding,
         extension, renewal or replacement (or successive refinancings,
         refundings, extensions, renewals or replacements) as a whole, or in
         part, of any Indebtedness secured by any Lien referred to in clauses
         (vi), (vii), (viii), (ix) or (xx) of this definition; provided,
         however, that (A) such new Lien shall be limited to all or part of the
         same property that secured the original Lien (plus improvements on such
         property), and (B) the Indebtedness secured by such Lien at such time
         is not increased to any amount greater than the sum of (A) the
         outstanding principal amount of or, if greater, committed amount of the
         Indebtedness described under clauses (vi), (vii), (viii), (ix) or (xx)
         at the time the original Lien became a Permitted Lien under this
         Indenture, and (B) an amount necessary to pay any fees and expenses,
         including premiums, related to such refinancing, refunding, extension,
         renewal or replacement;

                  (xvi)    Judgment and attachment Liens not giving rise to an
         Event of Default;

                  (xvii)   Liens in favor of the Trustee;

                  (xviii)  Liens in favor of a banking institution arising by
         operation of law encumbering deposits (including right of set-off) held
         by such banking institutions incurred in the ordinary course of
         business and which are within the general parameters customary in the
         banking industry;

                  (xix)    Liens on assets of a Subsidiary (other than a
         Significant Subsidiary) that is a non-United States Person and is not a
         Guarantor; and

                  (xx)     in addition to the Liens referred to in clauses (i)
         through (xix) above, Liens securing Indebtedness (other than
         Indebtedness that is subordinated to the Notes) in an aggregate
         principal amount at the time of the incurrence of such Liens not to
         exceed 10% of the Company's Consolidated Net Tangible Assets.

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

                  "Physical Notes" means one or more certificated Notes in
registered form.

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

                  "Private Exchange Notes" has the meaning provided in the
Registration Rights Agreement or in a registration rights agreement executed in
connection with the issuance of Additional Notes, as applicable.

                  "Private Placement Legend" means the legend initially set
forth on the Initial Notes in the form set forth on Exhibit A hereto.

                  "Productive Assets" means assets of a kind used or usable by
the Company and its Subsidiaries in its business; provided, however, that
productive assets to be acquired by the Company shall be, in the good faith
judgment of management of the Company, assets which are reasonably related,
ancillary or complementary to the business of the Company as conducted on the
Issue Date.

                  "Purchase Agreement" means the Purchase Agreement dated as of
June 13, 2003 by and among the Company, the Guarantors party thereto and the
Initial Purchaser.

                  "Purchase Money Indebtedness" means Indebtedness of the
Company and its Subsidiaries incurred in the ordinary course of business for the
purpose of financing all or any part of the purchase price, or the cost of
installation, construction or improvement, of property or equipment.

                                      -12-

<PAGE>

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

                  "Qualified Institutional Buyer" or "QIB" means a "qualified
institutional buyer" as that term is defined in Rule 144A under the Securities
Act.

                  "Redemption Date," when used with respect to any Note to be
redeemed, means the date fixed for such redemption pursuant to this Indenture.

                  "redemption price," when used with respect to any Note to be
redeemed, means the price fixed for such redemption pursuant to this Indenture
as set forth in the form of Note annexed hereto as Exhibit A.

                  "Refinancing Indebtedness" means any refinancing of
Indebtedness of the Company or any of its Subsidiaries existing as of the Issue
Date or incurred in accordance with Section 4.04 (other than pursuant to clause
(iii) or (v) of the definition of Permitted Indebtedness) that does not (i)
result in an increase in the aggregate principal amount of Indebtedness (such
principal amount to include, for purposes of this definition, any premiums,
penalties or accrued interest paid with the proceeds of the Refinancing
Indebtedness) of such Person or (ii) create Indebtedness with (A) a Weighted
Average Life to Maturity that is less than the Weighted Average Life to Maturity
of the Indebtedness being refinanced or (B) a final maturity earlier than the
final maturity of the Indebtedness being refinanced.

                  "Registrar" has the meaning provided in Section 2.03.

                  "Registration" means a registered exchange offer for the Notes
by the Company or other registration of the Notes under the Securities Act
pursuant to and in accordance with the terms of the Registration Rights
Agreement.

                  "Registration Rights Agreement" means the Exchange and
Registration Rights Agreement dated as of the Issue Date by and among the
Company, the Guarantors party thereto and the Initial Purchaser.

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

                  "Regulation S Global Note" means a permanent global note in
registered form representing the aggregate principal amount of Notes sold in
reliance on Regulation S under the Securities Act.

                  "Restricted Payment" means (i) the declaration or payment of
any dividend or the making of any other distribution (other than dividends or
distributions payable in Qualified Capital Stock or in options, rights or
warrants to acquire Qualified Capital Stock) on shares of the Company's Capital
Stock, (ii) the purchase, redemption, retirement or other acquisition for value
of any Capital Stock of the Company, or any warrants, rights or options to
acquire shares of Capital Stock of the Company, other than through the exchange
of such Capital Stock or any warrants, rights or options to acquire shares of
any class of such Capital Stock for Qualified Capital Stock or warrants, rights
or options to acquire Qualified Capital Stock, (iii) the making of any principal
payment on, or the purchase, defeasance, redemption, prepayment, decrease or
other acquisition or retirement for value, prior to any scheduled final
maturity, scheduled repayment or scheduled sinking fund payment, of, any
Indebtedness of the Company or its Subsidiaries that is subordinated or junior
in right of payment to the Notes, other than amounts paid on or in respect of
the 9% Senior Subordinated Notes, or (iv) the making of any Investment (other
than a Permitted Investment).

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

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

                                      -13-

<PAGE>

                  "Sale and Leaseback Transaction" means an arrangement relating
to property now owned or hereafter acquired whereby the Company or a Subsidiary
transfers such property to a Person and the Company or a Subsidiary leases it
from such Person.

                  "SEC" or "Commission" means the Securities and Exchange
Commission.

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

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

                  "Staats Repurchase Agreement" means the Securities Repurchase
Agreement, dated June 5, 2003, among Glenn Staats, Preston Staats, Holding, the
Company, Hicks Muse and certain other parties thereto, as the same may be
amended in a manner which does not adversely affect the Holders of the Notes.

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

                  "Subsidiary," with respect to any Person, means (i) any
corporation of which the outstanding Capital Stock having at least a majority of
the votes entitled to be cast in the election of directors under ordinary
circumstances shall at the time be owned, directly or indirectly through one or
more intermediaries, by such Person or (ii) any other Person of which at least a
majority of the voting interest under ordinary circumstances is at the time,
directly or indirectly, through one or more intermediaries, owned by such
Person. Notwithstanding anything in this Indenture to the contrary, all
references to the Company and its consolidated Subsidiaries or to financial
information prepared on a consolidated basis in accordance with GAAP shall be
deemed to include the Company and its Subsidiaries as to which financial
statements are prepared on a combined basis in accordance with GAAP and to
financial information prepared on such a combined basis. Notwithstanding
anything in this Indenture to the contrary, an Unrestricted Subsidiary shall not
be deemed to be a Subsidiary for purposes of this Indenture.

                  "Tender Offer" means the Company's offer to purchase its 9%
Senior Subordinated Notes.

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

                  "Transactions" means the transactions as described in the
Offering Memorandum dated June 13, 2003 prepared in connection with the issuance
of the Initial Notes.

                  "Triad Acquisition" means the acquisition of Triad Systems
Corporation on February 27, 1997.

                  "Trust Officer" means any officer within the corporate trust
department (or any successor group of the Trustee) including any vice president,
assistant vice president, assistant secretary or any other officer or assistant
officer of the Trustee customarily performing functions similar to those
performed by the persons who at that time shall be such officers, and also
means, with respect to a particular corporate trust matter, any other officer to
whom such trust matter is referred because of his knowledge of and familiarity
with the particular subject.

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

                                      -14-

<PAGE>

                  "Unrestricted Notes" means one or more Notes that do not and
are not required to bear the Private Placement Legend in the form set forth in
Exhibit A hereto, including, without limitation, the Exchange Notes and any
Notes registered under the Securities Act pursuant to and in accordance with the
Registration Rights Agreement.

                  "Unrestricted Subsidiary" means (x) a Subsidiary of the
Company created after the Issue Date or (y) Internet Autoparts, Inc. ("IAP") if
it becomes a Subsidiary of the Company, in each case so designated (together
with its Subsidiaries) by a resolution adopted by the Board of Directors of the
Company; provided, however, that (a) neither the Company nor any of its other
Subsidiaries (other than Unrestricted Subsidiaries) (1) provides any credit
support for any Indebtedness of such Unrestricted Subsidiary or its Subsidiaries
(including any undertaking, agreement or instrument evidencing such
Indebtedness) or (2) is directly or indirectly liable for any Indebtedness of
such Unrestricted Subsidiary or its Subsidiaries and (b) except for IAP, such
Subsidiary and its Subsidiaries has no property or assets (other than de minimis
assets resulting from the initial capitalization of such Subsidiary). The Board
of Directors may designate any Unrestricted Subsidiary to be a Subsidiary;
provided, however, that immediately after giving effect to such designation (x)
the Company could incur $1.00 of additional Indebtedness (other than Permitted
Indebtedness) in compliance with Section 4.04 and (y) no Default or Event of
Default shall have occurred or be continuing. Any designation pursuant to this
definition by the Board of Directors of the Company shall be evidenced to the
Trustee by the filing with the Trustee of a certified copy of the resolution of
the Company's Board of Directors giving effect to such designation and an
Officers' Certificate certifying that such designation complied with the
foregoing conditions.

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

                  "Weighted Average Life to Maturity" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing (a) the then
outstanding aggregate principal amount of such Indebtedness into (b) the total
of the product obtained by multiplying (i) the amount of each then remaining
installment, sinking fund, serial maturity or other required payment of
principal, including payment at final maturity, in respect thereof, by (ii) the
number of years (calculated to the nearest one-twelfth) which will elapse
between such date and the making of such payment.

                  "Wholly Owned Subsidiary" of any Person means any Subsidiary
of such Person of which all the outstanding voting securities (other than
directors' qualifying shares) which normally have the right to vote in the
election of directors are owned by such Person or any Wholly Owned Subsidiary of
such Person.

SECTION 1.02.     Incorporation by Reference of Trust Indenture Act.

                  Whenever this Indenture refers to a provision of the TIA, the
provision is incorporated by reference in and made a part of this Indenture. The
following TIA terms used in this Indenture have the following meanings:

                  "Commission" means the SEC.

                  "indenture securities" means the Notes.

                  "indenture security holder" means a Holder.

                  "indenture to be qualified" means this Indenture.

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

                  "obligor" means the Company or any other obligor on the Notes
or the Guarantees.

                                      -15-

<PAGE>

                  All other TIA terms used in this Indenture that are defined by
the TIA, defined by TIA reference to another statute or defined by SEC rule and
not otherwise defined herein have the meanings assigned to them therein.

SECTION 1.03.     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 generally accepted accounting
         principles in effect from time to time, and any other reference in this
         Indenture to "generally accepted accounting principles" refers to 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; and

                  (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.

                                   ARTICLE TWO

                                    THE NOTES

SECTION 2.01.     Form and Dating.

                  The Initial Notes and the Trustee's certificate of
authentication thereof shall be substantially in the form of Exhibit A hereto,
which is hereby incorporated in and expressly made a part of this Indenture. The
Exchange Notes and the Trustee's certificate of authentication thereof shall be
substantially in the form of Exhibit B hereto, which is hereby incorporated in
and expressly made a part of this Indenture. Any Additional Notes and the
Trustee's certificate of authentication thereof shall be substantially similar
to the form of Exhibit A if such Additional Notes are issued in an unregistered
offering or Exhibit B if such Additional Notes are issued in an offering that
has been registered with the SEC. The Notes may have notations, legends or
endorsements required by law, stock exchange rule or usage. The Company and the
Trustee shall approve the form of the Notes and any notation, legend or
endorsement (including the Guarantee) on them. Each Note shall be dated the date
of its issuance and shall show the date of its authentication.

                  Notes offered and sold in reliance on Rule 144A and Notes
offered and sold in reliance on Regulation S shall be issued initially in the
form of one or more Global Notes, substantially in the form set forth in Exhibit
A hereto, deposited with the Trustee, as custodian for the Depositary, duly
executed by the Company and authenticated by the Trustee as hereinafter provided
and shall bear the legend set forth in Exhibit C hereto. The aggregate principal
amount of the Global Notes may from time to time be increased or decreased by
adjustments made on the records of the Trustee, as custodian for the Depositary,
as hereinafter provided. Notes issued in exchange for interests in a Global Note
pursuant to Section 2.16 may be issued in the form of Physical Notes in
substantially the form set forth in Exhibit A.

                                      -16-

<PAGE>

SECTION 2.02.     Execution and Authentication.

                  One duly authorized Officer shall sign the Notes for the
Company or Guarantee, as the case may be, by manual or facsimile signature.

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

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

                  The Trustee shall authenticate (i) Initial Notes for original
issue in an aggregate principal amount of $157.0 million, (ii) if and when
issued, such Additional Notes that the Company may from time to time, on or
prior to June 15, 2007, choose to issue pursuant to this Indenture and in
accordance with Section 2.17 hereof, (iii) Private Exchange Notes from time to
time only in exchange for a like principal amount of Initial Notes or Additional
Notes and (iv) Unrestricted Notes from time to time only in exchange for (A) a
like principal amount of Initial Notes or Additional Notes or (B) a like
principal amount of Private Exchange Notes, in each case upon a written order of
the Company in the form of an Officers' Certificate; provided that with respect
to the authentication of Additional Notes, such Officer's Certificate shall
certify that such issuance will be in compliance with Section 4.04 and the
Trustee shall be entitled to receive an Opinion of Counsel of the Company in
connection with the authentication of such Additional Notes. Each such written
order shall specify the amount of Notes to be authenticated and the date on
which the Notes are to be authenticated, whether the Notes are to be Initial
Notes, Additional Notes, Private Exchange Notes or Unrestricted Notes and
whether the Notes are to be issued as Physical Notes or Global Notes and such
other information as the Trustee may reasonably request.

                  Notwithstanding the foregoing, all Notes issued under this
Indenture shall vote and consent together on all matters (as to which any of
such Notes may vote or consent) as one class and no series of Notes will have
the right to vote or consent as a separate class on any matter.

                  The Trustee may appoint an authenticating agent reasonably
acceptable to the Company to authenticate Notes. Unless otherwise provided in
the appointment, an authenticating agent may authenticate Notes whenever the
Trustee may do so. Each reference in this Indenture to authentication by the
Trustee includes authentication by such agent. An authenticating agent shall
have the same rights as an Agent to deal with the Company and Affiliates of the
Company.

                  The Notes shall be issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple thereof.

SECTION 2.03.     Registrar and Paying Agent.

                  The Company shall maintain an office or agency, which shall be
in the Borough of Manhattan, The City of New York, where (a) Notes may be
presented or surrendered for registration of transfer or for exchange (the
"Registrar"), (b) Notes may be presented or surrendered for payment (the "Paying
Agent") and (c) notices and demands in respect of the Notes and this Indenture
may be served. The Registrar shall keep a register of the Notes and of their
transfer and exchange. The Company, upon notice to the Trustee, may appoint one
or more co-Registrars and one or more additional Paying Agents. The term "Paying
Agent" includes any additional Paying Agent. Except as provided herein, the
Company may act as Paying Agent, Registrar or co-Registrar.

                  The Company shall enter into an appropriate agency agreement
with any Agent not a party to this Indenture, which shall incorporate the
provisions of the TIA. The agreement shall implement the provisions of this
Indenture that relate to such Agent. The Company shall notify the Trustee of the
name and address of any such

                                      -17-

<PAGE>

Agent. If the Company fails to maintain a Registrar or Paying Agent, or fails to
give the foregoing notice, the Trustee shall act as such and shall be entitled
to appropriate compensation in accordance with Section 8.07.

                  The Company initially appoints the Trustee as Registrar and
Paying Agent until such time as the Trustee has resigned or a successor has been
appointed.

SECTION 2.04.     Paying Agent To Hold Assets in Trust.

                  The Company shall require each Paying Agent other than the
Trustee to agree in writing that each Paying Agent shall hold in trust for the
benefit of Holders or the Trustee all assets held by the Paying Agent for the
payment of principal of, or interest on, the Notes, and shall notify the Trustee
of any Default by the Company in making any such payment. The Company at any
time may require a Paying Agent to distribute all assets held by it to the
Trustee and account for any assets disbursed and the Trustee may at any time
during the continuance of any payment Default, upon written request to a Paying
Agent, require such Paying Agent to distribute all assets held by it to the
Trustee and to account for any assets distributed. Upon distribution to the
Trustee of all assets that shall have been delivered by the Company to the
Paying Agent (if other than the Company), the Paying Agent shall have no further
liability for such assets. If the Company or any of their Affiliates acts as
Paying Agent, it shall, on or before each due date of the principal of or
interest on the Notes, segregate and hold in trust for the benefit of the
Persons entitled thereto a sum sufficient to pay the principal or interest so
becoming due until such sums shall be paid to such Persons or otherwise disposed
of as herein provided and will promptly notify the Trustee of its action or
failure so to act.

SECTION 2.05.     Holder Lists.

                  The Trustee shall preserve in as current a form as is
reasonably practicable the most recent list available to it of the names and
addresses of Holders. If the Trustee is not the Registrar, the Company shall
furnish to the Trustee before each Interest Record Date and at such other times
as the Trustee may request in writing a list as of such date and in such form as
the Trustee may reasonably require of the names and addresses of Holders, which
list may be conclusively relied upon by the Trustee.

SECTION 2.06.     Transfer and Exchange.

                  Subject to the provisions of Sections 2.15 and 2.16, when
Notes are presented to the Registrar or a co-Registrar with a request to
register the transfer of such Notes or to exchange such Notes for an equal
principal amount of Notes of other authorized denominations of the same series,
the Registrar or co-Registrar shall register the transfer or make the exchange
as requested if its requirements for such transaction are met; provided,
however, that the Notes surrendered for transfer or exchange shall be duly
endorsed or accompanied by a written instrument of transfer in form satisfactory
to the Company and the Registrar or co-Registrar, duly executed by the Holder
thereof or his attorney duly authorized in writing. To permit registrations of
transfers and exchanges, the Company shall execute and the Trustee shall
authenticate Notes at the Registrar's or co-Registrar's written request. No
service charge shall be made for any registration of transfer or exchange, but
the Company may require payment of a sum sufficient to cover any transfer tax or
similar governmental charge payable in connection therewith (other than any such
transfer taxes or other governmental charge payable upon exchanges or transfers
pursuant to Section 2.10 or 3.06). The Registrar or co-Registrar shall not be
required to register the transfer or exchange of any Note (i) during a period
beginning at the opening of business 15 days before the mailing of a notice of
redemption of Notes and ending at the close of business on the day of such
mailing and (ii) selected for redemption in whole or in part pursuant to Article
Three hereof, except the unredeemed portion of any Note being redeemed in part.

                  Prior to the registration of any transfer by a Holder as
provided herein, the Company, the Trustee and any Agent of the Company shall
treat the Person in whose name the Note is registered as the owner thereof for
all purposes whether or not the Note shall be overdue, and none of the Company,
the Trustee nor any such Agent shall be affected by notice to the contrary. Any
consent, waiver or actions of a Holder shall be binding upon any subsequent
Holders of such Note or a Note received upon transfer. Any Holder of a
beneficial interest in a Global

                                      -18-

<PAGE>

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

SECTION 2.07.     Replacement Notes.

                  If a mutilated Note is surrendered to the Trustee or if the
Holder of a Note claims that the Note has been lost, destroyed or wrongfully
taken, the Company shall issue and the Trustee shall authenticate a replacement
Note if the Trustee's requirements for replacement of Notes are met. If required
by the Company or the Trustee, such Holder must provide an indemnity bond or
other indemnity, sufficient in the judgment of the Company and the Trustee, to
protect the Company, the Trustee and any Agent from any loss which any of them
may suffer if a Note is replaced. The Company may charge such Holder for their
reasonable out-of-pocket expenses in replacing a Note, including reasonable fees
and expenses of counsel.

                  Every replacement Note is an additional obligation of the
Company.

SECTION 2.08.     Outstanding Notes.

                  Notes outstanding at any time are all the Notes that have been
authenticated by the Trustee except those canceled by it, those delivered to it
for cancellation and those described in this Section 2.08 as not outstanding.
Subject to Section 2.09, a Note does not cease to be outstanding because the
Company or any Affiliates of the Company holds the Note.

                  If a Note is replaced pursuant to Section 2.07 (other than a
mutilated Note surrendered for replacement), it ceases to be outstanding unless
the Trustee receives proof satisfactory to it that the replaced Note is held by
a bona fide purchaser. A mutilated Note ceases to be outstanding upon surrender
of such Note and replacement thereof pursuant to Section 2.07.

                  If on a Redemption Date or the Final Maturity Date the Paying
Agent holds money sufficient to pay all of the principal and interest due on the
Notes payable on that date, and is not prohibited from paying such money to the
Holders pursuant to the terms of this Indenture, then on and after that date
such Notes cease to be outstanding and interest on them ceases to accrue.

SECTION 2.09.     Treasury Notes.

                  In determining whether the Holders of the required principal
amount of Notes have concurred in any direction, waiver or consent, Notes owned
by the Company, the Guarantors or any of their respective Affiliates shall be
disregarded, 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
disregarded.

                  The Company shall notify the Trustee, in writing, when the
Company or any of its Affiliates repurchases or otherwise acquires Notes, of the
aggregate principal amount of such Notes so repurchased or otherwise acquired.

SECTION 2.10.     Temporary Notes.

                  Until definitive Notes are ready for delivery, the Company may
prepare and the Trustee shall authenticate temporary Notes upon receipt of a
written order of the Company in the form of an Officers' Certificate. The
Officers' Certificate shall specify the amount of temporary Notes to be
authenticated and the date on which the temporary Notes are to be authenticated.

                                      -19-

<PAGE>

                  Temporary Notes shall be substantially in the form of
definitive Notes but may have variations that the Company considers appropriate
for temporary Notes. Without unreasonable delay, the Company shall prepare and
the Trustee shall authenticate upon receipt of a written order of the Company
pursuant to Section 2.02 definitive Notes in exchange for temporary Notes.

SECTION 2.11.     Cancellation.

                  The Company at any time may deliver Notes to the Trustee for
cancellation. The Registrar and the Paying Agent shall forward to the Trustee
any Notes surrendered to them for transfer, exchange or payment. The Trustee, or
at the direction of the Trustee, the Registrar or the Paying Agent, and no one
else, shall cancel, and at the written direction of the Company, dispose of and
deliver evidence of such disposal of all Notes surrendered for transfer,
exchange, payment or cancellation. Subject to Section 2.07, the Company may not
issue new Notes to replace Notes that they have paid or delivered to the Trustee
for cancellation. If the Company shall acquire any of the Notes, such
acquisition shall not operate as a redemption or satisfaction of the
Indebtedness represented by such Notes unless and until the same are surrendered
to the Trustee for cancellation pursuant to this Section 2.11.

SECTION 2.12.     Defaulted Interest.

                  The Company shall pay interest on overdue principal from time
to time on demand at the rate of interest then borne by the Notes. The Company
shall, to the extent lawful, pay interest on overdue installments of interest
(without regard to any applicable grace periods) from time to time on demand at
the rate of interest then borne by the Notes.

                  If the Company defaults in a payment of interest on the Notes,
it shall pay the defaulted interest, plus (to the extent lawful) any interest
payable on the defaulted interest to the Persons who are Holders on a subsequent
special record date, which date shall be the fifteenth day preceding the date
fixed by the Company for the payment of defaulted interest or the next
succeeding Business Day if such date is not a Business Day. At least 15 days
before the subsequent special record date, the Company shall mail to each
Holder, with a copy to the Trustee, a notice that states the subsequent special
record date, the payment date and the amount of defaulted interest, and interest
payable on such defaulted interest, if any, to be paid.

                  Notwithstanding the foregoing, any interest which is paid
prior to the expiration of the 30-day period set forth in Section 6.01(i) shall
be paid to Holders as of the Interest Record Date for the Interest Payment Date
for which interest has not been paid.

SECTION 2.13.     CUSIP Number.

                  The Company in issuing the Notes will use a "CUSIP" number and
the Trustee shall use the CUSIP number in notices of redemption or exchange as a
convenience to Holders; provided, however, that any such notice may state that
no representation is made as to the correctness or accuracy of the CUSIP number
printed in the notice or on the Notes, and that reliance may be placed only on
the other identification numbers printed on the Notes. The Company shall
promptly notify the Trustee of any changes in CUSIP numbers.

SECTION 2.14.     Deposit of Moneys.

                  Prior to 11 a.m. New York City time on each Interest Payment
Date, Redemption Date, and the Final Maturity Date, the Company shall deposit
with the Paying Agent in immediately available funds money sufficient to make
cash payments, if any, due on such Interest Payment Date, Redemption Date or
Final Maturity Date, as the case may be, in a timely manner which permits the
Paying Agent to remit payment to the Holders on such Interest Payment Date,
Redemption Date or Final Maturity Date, as the case may be.

                                      -20-

<PAGE>

SECTION 2.15.     Book-Entry Provisions for Global Notes.

                  (a)      The Global Notes initially shall (i) be registered in
the name of the Depositary or the nominee of such Depositary, (ii) be delivered
to the Trustee as custodian for such Depositary and (iii) bear legends as set
forth in Exhibit C.

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

                  (b)      Transfers of Global Notes shall be limited to
transfers in whole, but not in part, to the Depositary, its successors or their
respective nominees. Interests of beneficial owners in the Global Notes may be
transferred or exchanged for Physical Notes in accordance with the rules and
procedures of the Depositary and the provisions of Section 2.16; provided,
however, that Physical Notes shall be transferred to all beneficial owners in
exchange for their beneficial interests in Global Notes if (i) the Depositary
notifies the Company that it is unwilling or unable to continue as Depositary
for any Global Note and a successor Depositary is not appointed by the Company
within 90 days of such notice or (ii) an Event of Default has occurred and is
continuing and the Registrar has received a request from the Depositary to issue
Physical Notes.

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

                  (d)      In connection with the transfer of Global Notes as an
entirety to beneficial owners pursuant to paragraph (b) of this Section 2.15,
the Global Notes shall be deemed to be surrendered to the Trustee for
cancellation, and the Company shall execute, and the Trustee shall upon written
instructions from the Company authenticate and deliver, to each beneficial owner
identified by the Depositary in exchange for its beneficial interest in the
Global Notes, an equal aggregate principal amount of Physical Notes of
authorized denominations.

                  (e)      Any Physical Note constituting a Restricted Security
delivered in exchange for an interest in a Global Note pursuant to paragraph (c)
of this Section 2.15 shall, except as otherwise provided by Section 2.16, bear
the Private Placement Legend.

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

SECTION 2.16.     Registration of Transfers and Exchanges.

                  (a)      Transfer and Exchange of Physical Notes. When
Physical Notes are presented to the Registrar or co-Registrar with a request:

                  (i)      to register the transfer of the Physical Notes; or

                                      -21-

<PAGE>

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

the Registrar or co-Registrar shall register the transfer or make the exchange
as requested if the requirements under this Indenture as set forth in this
Section 2.16 for such transactions are met; provided, however, that the Physical
Notes presented or surrendered for registration of transfer or exchange:

                  (I)      shall be duly endorsed or accompanied by a written
         instrument of transfer in form satisfactory to the Registrar or
         co-Registrar, duly executed by the Holder thereof or his attorney duly
         authorized in writing; and

                  (II)     in the case of Physical Notes the offer and sale of
         which have not been registered under the Securities Act, such Physical
         Notes shall be accompanied, in the sole discretion of the Company, by
         the following additional information and documents, as applicable:

                  (A)      if such Physical Note is being delivered to the
                           Registrar or co-Registrar by a Holder for
                           registration in the name of such Holder, without
                           transfer, a certification from such Holder to that
                           effect (substantially in the form of Exhibit D
                           hereto); or

                  (B)      if such Physical Note is being transferred to a QIB
                           in accordance with Rule 144A, a certification to that
                           effect (substantially in the form of Exhibit D
                           hereto); or

                  (C)      if such Physical Note is being transferred to an
                           Institutional Accredited Investor, delivery of a
                           certification to that effect (substantially in the
                           form of Exhibit D hereto) and a transferee letter of
                           representation (substantially in the form of Exhibit
                           E hereto) and, at the option of the Company, an
                           Opinion of Counsel reasonably satisfactory to the
                           Company to the effect that such transfer is in
                           compliance with the Securities Act; or

                  (D)      if such Physical Note is being transferred in
                           reliance on Regulation S, delivery of a certification
                           to that effect (substantially in the form of Exhibit
                           D hereto) and a transferor certificate for Regulation
                           S transfers substantially in the form of Exhibit F
                           hereto and, at the option of the Company, an Opinion
                           of Counsel reasonably satisfactory to the Company to
                           the effect that such transfer is in compliance with
                           the Securities Act; or

                  (E)      if such Physical Note is being transferred in
                           reliance on Rule 144 under the Securities Act,
                           delivery of a certification to that effect
                           (substantially in the form of Exhibit D hereto) and,
                           at the option of the Company, an Opinion of Counsel
                           reasonably satisfactory to the Company to the effect
                           that such transfer is in compliance with the
                           Securities Act; or

                  (F)      if such Physical Note is being transferred in
                           reliance on another exemption from the registration
                           requirements of the Securities Act, a certification
                           to that effect (substantially in the form of Exhibit
                           D hereto) and, at the option of the Company, an
                           Opinion of Counsel reasonably acceptable to the
                           Company to the effect that such transfer is in
                           compliance with the Securities Act.

                  (b)      Restrictions on Transfer of a Physical Note for a
Beneficial Interest in a Global Note. A Physical Note the offer and sale of
which has not been registered under the Securities Act may not be exchanged for
a beneficial interest in a Global Note except upon satisfaction of the
requirements set forth below. Upon receipt by the Registrar or co-Registrar of a
Physical Note, duly endorsed or accompanied by appropriate instruments of
transfer, in form satisfactory to the Registrar or co-Registrar, together with:

                  (A)      certification, substantially in the form of Exhibit D
                           hereto, that such Physical Note is being transferred
                           (I) to a QIB, (II) to an Accredited Investor or (III)
                           in an offshore transac-

                                      -22-

<PAGE>

                           tion in reliance on Regulation S and, with respect to
                           (II) or (III), at the option of the Company, an
                           Opinion of Counsel reasonably acceptable to the
                           Company to the effect that such transfer is in
                           compliance with the Securities Act; and

                  (B)      written instructions directing the Registrar or
                           co-Registrar to make, or to direct the Depositary to
                           make, an endorsement on the applicable Global Note to
                           reflect an increase in the aggregate amount of the
                           Notes represented by the Global Note,

then the Registrar or co-Registrar shall cancel such Physical Note and cause, or
direct the Depositary to cause, in accordance with the standing instructions and
procedures existing between the Depositary and the Registrar or co-Registrar,
the principal amount of Notes represented by the applicable Global Note to be
increased accordingly. If no 144A Global Note, IAI Global Note or Regulation S
Global Note, as the case may be, is then outstanding, the Company shall, unless
either of the events in the proviso to Section 2.15(b) have occurred and are
continuing, issue and the Trustee shall, upon written instructions from the
Company in accordance with Section 2.02, authenticate such a Global Note in the
appropriate principal amount.

                  (c)      Transfer and Exchange of Global Notes. The transfer
and exchange of Global Notes or beneficial interests therein shall be affected
through the Depositary in accordance with this Indenture (including the
restrictions on transfer set forth herein) and the procedures of the Depositary
therefor. Upon receipt by the Registrar or Co-Registrar of written instructions,
or such other instruction as is customary for the Depositary, from the
Depositary or its nominee, requesting the registration of transfer of an
interest in a 144A Global Note, an IAI Global Note or a Regulation S Global
Note, as the case may be, to another type of Global Note, together with the
applicable Global Notes (or, if the applicable type of Global Note required to
represent the interest as requested to be obtained is not then outstanding, only
the Global Note representing the interest being transferred), the Registrar or
Co-Registrar shall reflect on its books and records (and the applicable Global
Note) the applicable increase and decrease of the principal amount of Notes
represented by such types of Global Notes, giving effect to such transfer. If
the applicable type of Global Note required to represent the interest as
requested to be obtained is not outstanding at the time of such request, the
Company shall issue and the Trustee shall, upon written instructions from the
Company in accordance with Section 2.02, authenticate a new Global Note of such
type in principal amount equal to the principal amount of the interest requested
to be transferred.

                  (d)      Transfer of a Beneficial Interest in a Global Note
for a Physical Note.

                  (i)      Any Person having a beneficial interest in a Global
Note may upon request exchange such beneficial interest for a Physical Note;
provided, however, that prior to the Registration, a transferee that is a QIB or
Institutional Accredited Investor may not exchange a beneficial interest in
Global Note for a Physical Note. Upon receipt by the Registrar or co-Registrar
of written instructions, or such other form of instructions as is customary for
the Depositary, from the Depositary or its nominee on behalf of any Person
having a beneficial interest in a Global Note and upon receipt by the Trustee of
a written order or such other form of instructions as is customary for the
Depositary or the Person designated by the Depositary as having such a
beneficial interest containing registration instructions and, in the case of any
such transfer or exchange of a beneficial interest in Notes the offer and sale
of which have not been registered under the Securities Act, the following
additional information and documents:

                  (A)      if such beneficial interest is being transferred in
                           reliance on Rule 144 under the Securities Act,
                           delivery of a certification to that effect
                           (substantially in the form of Exhibit D hereto) and,
                           at the option of the Company, an Opinion of Counsel
                           reasonably satisfactory to the Company to the effect
                           that such transfer is in compliance with the
                           Securities Act; or

                  (B)      if such beneficial interest is being transferred in
                           reliance on another exemption from the registration
                           requirements of the Securities Act, a certification
                           to that effect (substantially in the form of Exhibit
                           D hereto) and, at the option of the Company, an
                           Opinion of Coun-

                                      -23-

<PAGE>

                           sel reasonably satisfactory to the Company to the
                           effect that such transfer is in compliance with the
                           Securities Act,

then the Registrar or co-Registrar will cause, in accordance with the standing
instructions and procedures existing between the Depositary and the Registrar or
co-Registrar, the aggregate principal amount of the applicable Global Note to be
reduced and, following such reduction, the Company will execute and, upon
receipt of an authentication order in the form of an Officers' Certificate in
accordance with Section 2.02, the Trustee will authenticate and deliver to the
transferee a Physical Note in the appropriate principal amount.

                  (ii)     Notes issued in exchange for a beneficial interest in
a Global Note pursuant to this Section 2.16(d) shall be registered in such names
and in such authorized denominations as the Depositary, pursuant to instructions
from its direct or indirect participants or otherwise, shall instruct the
Registrar or co-Registrar in writing. The Registrar or co-Registrar shall
deliver such Physical Notes to the Persons in whose names such Physical Notes
are so registered.

                  (e)      Restrictions on Transfer and Exchange of Global
Notes. Notwithstanding any other provisions of this Indenture, a Global Note may
not be transferred as a whole except by the Depositary to a nominee of the
Depositary or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary.

                  (f)      Private Placement Legend. Upon the transfer, exchange
or replacement of Notes not bearing the Private Placement Legend, the Registrar
or co-Registrar shall deliver Notes that do not bear the Private Placement
Legend. Upon the transfer, exchange or replacement of Notes bearing the Private
Placement Legend, the Registrar or co-Registrar shall deliver only Notes that
bear the Private Placement Legend unless, and the Trustee is hereby authorized
to deliver Notes without the Private Placement Legend if, (i) there is delivered
to the Trustee an Opinion of Counsel reasonably satisfactory to the Company and
the Trustee to the effect that neither such legend nor the related restrictions
on transfer are required in order to maintain compliance with the provisions of
the Securities Act; (ii) such Note has been sold pursuant to an effective
registration statement under the Securities Act (including pursuant to a
Registration); or (iii) the date of such transfer, exchange or replacement is
two years after the later of (x) the Issue Date and (y) the last date that the
Company or any affiliate (as defined in Rule 144 under the Securities Act) of
the Company was the owner of such Notes (or any predecessor thereto).

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

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

                  The Registrar shall retain copies of all letters, notices and
other written communications received pursuant to Section 2.15 or this Section
2.16. The Company shall have the right to inspect and make copies of all such
letters, notices or other written communications at any reasonable time upon the
giving of reasonable written notice to the Registrar.

SECTION 2.17.     Issuance of Additional Notes.

                  The Company shall be entitled to issue Additional Notes under
this Indenture which shall have substantially identical terms as the Initial
Notes, other than with respect to the date of issuance, issue price, amount of
interest payable on the first payment date applicable thereto or upon a
registration default as provided under a

                                      -24-

<PAGE>

registration rights agreement related thereto and terms of optional redemption,
if any (and, if such Additional Notes shall be issued in the form of Exchange
Notes, other than with respect to transfer restrictions); provided that any
issuance of Additional Notes shall be on or before June 15, 2007; provided,
further, that such issuance shall be made in compliance with Section 4.04;
provided, further, that no Additional Notes may be authenticated and delivered
in an aggregate principal amount of less than $25.0 million per issuance;
provided, however, that no Additional Notes may be issued at a price that would
cause such Additional Notes to have "original issue discount" within the meaning
of Section 1273 of the Internal Revenue Code of 1986, as amended.

                  With respect to any Additional Notes, the Company shall set
forth in a resolution of its Board of Directors (or a duly appointed committee
thereof) and in an Officers' Certificate, a copy of each of which shall be
delivered to the Trustee, the following information:

                  (a)      the aggregate principal amount of Notes outstanding
         immediately prior to the issuance of such Additional Notes;

                  (b)      the aggregate principal amount of such Additional
         Notes to be authenticated and delivered pursuant to this Indenture;

                  (c)      the issue price and the issue date of such Additional
         Notes and the amount of interest payable on the first payment date
         applicable thereto; and

                  (d)      whether such Additional Notes shall be transfer
         Restricted Securities and issued in the form of Exhibit A hereto or
         shall be Unrestricted Notes issued in the form of Exhibit B hereto.

                                 ARTICLE THREE

                                   REDEMPTION

SECTION 3.01.     Notices to Trustee.

                  If the Company elects to redeem Notes pursuant to paragraph 5
of the Notes at the applicable redemption price set forth thereon, it shall
notify the Trustee in writing of the Redemption Date and the principal amount of
Notes to be redeemed. The Company shall give such notice to the Trustee at least
45 days before the Redemption Date (unless a shorter notice shall be agreed to
by the Trustee in writing), together with an Officers' Certificate stating that
such redemption will comply with the conditions contained herein and in the
Notes, the Redemption Date, the redemption price and the principal amount of the
Notes to be redeemed. Any such notice may be canceled by notice in accordance
with Section 13.02 at any time prior to notice of such redemption being mailed
to any Holder and shall thereby be void and of no effect.

SECTION 3.02.     Selection of Notes To Be Redeemed.

                  If less than all of the Notes are to be redeemed pursuant to
paragraph 5 of the Notes, the Trustee shall select the Notes to be redeemed in
compliance with the requirements of the national securities exchange, if any, on
which the Notes are listed or, if the Notes are not then listed on a national
securities exchange, on a pro rata basis; provided, however, that no Notes of
$1,000 or less shall be redeemed in part. On and after the Redemption Date,
interest shall cease to accrue on the Notes or portions thereof called for
redemption, whether or not such Notes are presented for payment.

                                      -25-

<PAGE>

SECTION 3.03.     Notice of Redemption.

                  At least 30 days but not more than 60 days before a Redemption
Date, the Company shall mail a notice of redemption by first-class mail to each
Holder whose Notes are to be redeemed at such Holder's registered address;
provided, however, that notice of a redemption pursuant to paragraph 6 of the
Notes shall be mailed to each Holder whose Notes are to be redeemed no later
than 60 days after the date of the closing of the relevant Equity Offering of
the Company.

                  Each notice of redemption shall identify the Notes to be
redeemed (including the CUSIP number thereon) and shall state:

                  (1)      the Redemption Date;

                  (2)      the redemption price;

                  (3)      the name and address of the Paying Agent to which the
         Notes are to be surrendered for redemption;

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

                  (5)      that, as long as the Company has deposited with the
         Paying Agent funds in satisfaction of the applicable redemption price
         pursuant to this Indenture, interest on Notes called for redemption
         ceases to accrue on and after the Redemption Date and the only
         remaining right of the Holders is to receive payment of the redemption
         price upon surrender to the Paying Agent;

                  (6)      in the case of any redemption pursuant to paragraph 5
         of the Notes, if any Note is being redeemed in part, the portion of the
         principal amount of such Note to be redeemed and that, after the
         Redemption Date, upon surrender of such Note, a new Note or Notes in
         principal amount equal to the unredeemed portion thereof will be
         issued;

                  (7)      the subparagraph of the Notes pursuant to which such
         redemption is being made; and

                  (8)      that no representation is made as to the accuracy of
         the CUSIP number listed in such notice or printed on such Note.

                  At the Company's request, the Trustee shall give the notice of
redemption on behalf of the Company, in the Company's name and at the Company's
expense.

SECTION 3.04.     Effect of Notice of Redemption.

                  Once a notice of redemption is mailed, Notes called for
redemption become due and payable on the Redemption Date and at the redemption
price. Upon surrender to the Paying Agent, such Notes shall be paid at the
redemption price, plus accrued interest thereon, if any, to the Redemption Date,
but interest installments whose maturity is on or prior to such Redemption Date
shall be payable to the Holders of record at the close of business on the
relevant Interest Record Date.

SECTION 3.05.     Deposit of Redemption Price.

                  On or before the Redemption Date, the Company shall deposit
with the Paying Agent (or if the Company is its own Paying Agent, it shall, on
or before the Redemption Date, segregate and hold in trust) money sufficient to
pay the redemption price of and accrued interest, if any, on all Notes to be
redeemed on that date other

                                      -26-

<PAGE>

than Notes or portions thereof called for redemption on that date which have
been delivered by the Company to the Trustee for cancellation.

                  If any Note surrendered for redemption in the manner provided
in the Notes shall not be so paid on the Redemption Date due to the failure of
the Company to deposit with the Paying Agent money sufficient to pay the
redemption price thereof, the principal and accrued and unpaid interest, if any,
thereon shall, until paid or duly provided for, bear interest as provided in
Sections 2.12 and 4.01 with respect to any payment default.

SECTION 3.06.     Notes Redeemed in Part.

                  Upon surrender of a Note that is redeemed in part, the Trustee
shall authenticate for the Holder a new Note equal in principal amount to the
unredeemed portion of the Note surrendered.

                                  ARTICLE FOUR

                                    COVENANTS

SECTION 4.01.     Payment of Notes.

                  The Company shall pay the principal of and interest on the
Notes in the manner provided in the Notes. An installment of principal or
interest shall be considered paid on the date due if the Trustee or Paying Agent
(other than the Company or any Affiliates of the Company) holds on that date
money designated for and sufficient to pay the installment in full and is not
prohibited from paying such money to the Holders of the Notes pursuant to the
terms of this Indenture.

                  The Company shall pay cash interest on overdue principal at
the same rate per annum borne by the Notes. The Company shall pay cash interest
on overdue installments of interest at the same rate per annum borne by the
Notes, to the extent lawful, as provided in Section 2.12.

                  Notwithstanding anything to the contrary contained in this
Indenture, the Company may, to the extent it is required to do so by law, deduct
or withhold income or other similar taxes imposed by the United States of
America from principal, premium or interest payments hereunder.

SECTION 4.02.     Maintenance of Office or Agency.

                  The Company shall give prompt written notice to the Trustee of
the location, and any change in the location, of any office or agency required
by Section 2.03. If at any time the Company shall fail to maintain any such
required office or agency or shall fail to furnish the Trustee with the address
thereof, such presentations, surrenders, notices and demands may be made or
served at the address of the Trustee set forth in Section 13.03.

SECTION 4.03.     Limitations on Transactions with Affiliates.

                  Neither the Company nor any of its Subsidiaries will, directly
or indirectly, enter into or permit to exist any transaction (including, without
limitation, the purchase, sale, lease or exchange of any property or the
rendering of any service) with or for the benefit of any of its Affiliates
(other than transactions between the Company and a Wholly Owned Subsidiary of
the Company or among Wholly Owned Subsidiaries of the Company) (an "Affiliate
Transaction"), other than Affiliate Transactions on terms that are no less
favorable than those that might reasonably have been obtained in a comparable
transaction on an arm's-length basis from a person that is not an Affiliate;
provided, however, that for a transaction or series of related transactions
involving value of $5.0 million or

                                      -27-

<PAGE>

more, such determination will be made in good faith by a majority of members of
the Board of Directors of the Company and by a majority of the disinterested
members of the Board of Directors of the Company, if any; provided, further,
that for a transaction or series of related transactions involving value of
$15.0 million or more, the Board of Directors of the Company has received an
opinion from a nationally recognized investment banking firm that such Affiliate
Transaction is fair, from a financial point of view, to the Company or such
Subsidiary. The foregoing restrictions will not apply to (1) reasonable and
customary directors' fees, indemnification and similar arrangements and payments
thereunder, (2) any obligations of the Company under the Financial Monitoring
and Oversight Agreements, or any employment agreement, noncompetition or
confidentiality agreement with any officer of the Company (provided that each
amendment of any of the foregoing agreements shall be subject to the limitations
of this covenant), (3) reasonable and customary investment banking, financial
advisory, commercial banking and similar fees and expenses paid to the Initial
Purchaser and its Affiliates, (4) any Restricted Payment permitted to be made
pursuant to Section 4.10, (5) any issuance of securities, or other payments,
awards or grants in cash, securities or otherwise pursuant to, or the funding
of, employment arrangements, stock options and stock ownership plans approved by
the Board of Directors of the Company, (6) loans or advances to employees in the
ordinary course of business of the Company or any of its Subsidiaries consistent
with past practices, and (7) the issuance of Capital Stock of the Company (other
than Disqualified Stock).

SECTION 4.04.     Limitation on Incurrence of Additional Indebtedness and
                  Issuance of Disqualified Capital Stock.

                  (a)      The Company will not, and will not permit any of its
Subsidiaries to, directly or indirectly, create, incur, assume, Guarantee or
otherwise become directly or indirectly liable, contingently or otherwise, with
respect to (collectively, "incur") any Indebtedness (other than Permitted
Indebtedness) and the Company will not issue any Disqualified Capital Stock and
will not permit its Subsidiaries to issue any Preferred Stock except Preferred
Stock of a Subsidiary issued to (and as long as it is held by) the Company or a
Wholly Owned Subsidiary of the Company; provided, however, that the Company and
its Subsidiaries may incur Indebtedness or issue shares of such Capital Stock
if, in either case, at the time of and immediately after giving pro forma effect
to such incurrence of Indebtedness or the issuance of such Capital Stock, as the
case may be, and the use of proceeds therefrom, the Company's Consolidated
Coverage Ratio is greater than 2.00 to 1.00.

                  (b)      The Company will not incur or suffer to exist, or
permit any of its Subsidiaries to incur or suffer to exist, any Obligations with
respect to an Unrestricted Subsidiary that would violate the provisions set
forth in the definition of Unrestricted Subsidiary.

                  (c)      Neither the Company nor any Guarantor will incur any
Indebtedness if such Indebtedness is by its terms (or by the terms of any
agreement governing such Indebtedness) subordinated or junior in ranking in any
respect to any of its Indebtedness unless such Indebtedness is also by its terms
(or by the terms of any agreement governing such Indebtedness) subordinated in
right of payment to the Notes or the Guarantees, as applicable, to the same
extent as such Indebtedness is subordinated in right of payment to such other
Indebtedness.

SECTION 4.05.     Limitation on Guarantees of Certain Indebtedness.

                  The Company shall not (a) permit any Subsidiary to guarantee
any Indebtedness of the Company other than the Notes (the "Guaranteed
Indebtedness") or (b) pledge any intercompany Indebtedness representing
obligations of any of its Subsidiaries to secure the payment of Guaranteed
Indebtedness, in each case unless such Subsidiary, the Company and the Trustee
execute and deliver a supplemental indenture causing such Subsidiary to
guarantee the Company's obligations under this Indenture and the Notes to the
same extent that such Subsidiary guaranteed the Company's obligations under the
Guaranteed Indebtedness (including waiver of subrogation, if any). Thereafter,
such Subsidiary shall be a Guarantor for all purposes of this Indenture.

SECTION 4.06.     Payments for Consents.

                  Neither the Company nor any of its Subsidiaries will, directly
or indirectly, pay or cause to be paid any consideration, whether by way of
interest, fee or otherwise, to any Holder of any Notes for or as an inducement

                                      -28-

<PAGE>

to any consent, waiver or amendment of any of the terms or provisions of this
Indenture or the Notes unless such consideration is offered to be paid or is
paid to all Holders of the Notes that consent, waive or agree to amend in the
time frame set forth in the solicitation documents relating to such consent,
waiver or agreement.

SECTION 4.07.     Limitation on Investment Company Status.

                  The Company and its Subsidiaries shall not take any action, or
otherwise permit to exist any circumstance, that would require the Company to
register as an "investment company" under the Investment Company Act of 1940, as
amended.

SECTION 4.08.     Limitation on Asset Sales.

                  Neither the Company nor any of its Subsidiaries will
consummate an Asset Sale unless (i) the Company or the applicable Subsidiary, as
the case may be, receives consideration at the time of such Asset Sale at least
equal to the fair market value of the assets sold or otherwise disposed of (as
determined in good faith by management of the Company or, if such Asset Sale
involves consideration in excess of $5.0 million, by the Board of Directors of
the Company, as evidenced by a board resolution), (ii) at least 75% of the
consideration received by the Company or such Subsidiary, as the case may be,
from such Asset Sale is in the form of cash or Cash Equivalents and is received
at the time of such disposition and (iii) upon the consummation of an Asset
Sale, the Company applies, or causes such Subsidiary to apply, such Net Cash
Proceeds within 180 days of receipt thereof either (A) to repay Indebtedness
outstanding under the Credit Agreement or any Indebtedness of a Subsidiary of
the Company that is not a Guarantor (and, to the extent such Indebtedness
relates to principal under a revolving credit or similar facility, to obtain a
corresponding reduction in the commitments thereunder, except that the Company
may temporarily repay such Indebtedness using the consideration from such Asset
Sale and thereafter use such funds to reinvest pursuant to clause (B) below
within the period set forth therein without having to obtain a corresponding
reduction in the commitments under such revolving credit or similar facility),
(B) to reinvest, or to be contractually committed to reinvest pursuant to a
binding agreement, in Productive Assets and, in the latter case, to have so
reinvested within 360 days of the date of receipt of such Net Cash Proceeds or
(C) to purchase Notes and other Indebtedness that is not, by its terms,
expressly subordinated in right of payment to the Notes and the terms of which
require an offer to purchase such other Indebtedness with the proceeds from the
Asset Sale ("Other Indebtedness"), pro rata tendered to the Company for purchase
at a price equal to 100% of the principal amount thereof (or the accreted value
of such Other Indebtedness, if such Other Indebtedness is issued at a discount)
plus accrued interest thereon, if any, to the date of purchase pursuant to an
offer to purchase made by the Company as set forth below (a "Net Proceeds
Offer"); provided that no Net Proceeds Offer shall be required to be made with
any Asset Sales proceeds to the extent such Asset Sale proceeds have been, are
the subject of or will be used to make an Excess Cash Balance Offer pursuant to
Section 4.18; provided, however, that the Company may defer making a Net
Proceeds Offer until the aggregate Net Cash Proceeds from Asset Sales not
otherwise applied in accordance with this covenant equal or exceed $5.0 million.

                  Subject to the deferral right set forth in the final proviso
of the preceding paragraph, each notice of a Net Proceeds Offer will be mailed,
by first-class mail, to holders of Notes not more than 180 days after the
relevant Asset Sale or, in the event the Company or a Subsidiary has entered
into a binding agreement as provided in (B) above, within 180 days following the
termination of such agreement but in no event later than 360 days after the
relevant Asset Sale. Such notice will specify, among other things, the purchase
date (which will be no earlier than 30 days nor later than 45 days from the date
such notice is mailed, except as otherwise required by law) and will otherwise
comply with the procedures set forth in this Indenture. Upon receiving notice of
the Net Proceeds Offer, Holders may elect to tender their Notes in whole or in
part in integral multiples of $1,000. To the extent Holders properly tender
Notes in an amount which, together with all Other Indebtedness so tendered,
exceeds the Net Proceeds Offer, Notes and such Other Indebtedness of tendering
Holders will be repurchased on a pro rata basis (based upon the aggregate
principal amount tendered). To the extent that the aggregate principal amount of
Notes tendered pursuant to any Net Proceeds Offer, which, together with the
aggregate principal amount or aggregate accreted value, as the case may be, of
all Other Indebtedness so tendered, is less than the amount of Net Cash Proceeds
subject to such Net Proceeds Offer, the Company may use any remaining portion of
such Net Cash

                                      -29-

<PAGE>

Proceeds not required to fund the repurchase of tendered Notes and such Other
Indebtedness for any purposes otherwise permitted by this Indenture. Upon the
consummation of any Net Proceeds Offer, the amount of Net Cash Proceeds subject
to any future Net Proceeds Offer from the Asset Sales giving rise to such Net
Cash Proceeds shall be deemed to be zero.

                  The Company will comply with the requirements of Rule 14e-1
under the Exchange Act to the extent applicable in connection with the
repurchase of Notes pursuant to a Net Proceeds Offer.

SECTION 4.09.     Limitation on Asset Swaps.

                  The Company will not, and will not permit any Subsidiary to,
engage in any Asset Swaps, unless: (i) at the time of entering into such Asset
Swap, and immediately after giving effect to such Asset Swap, no Default or
Event of Default shall have occurred and be continuing or would occur as a
consequence thereof; (ii) in the event such Asset Swap involves an aggregate
amount in excess of $2.0 million, the terms of such Asset Swap have been
approved by a majority of the members of the Board of Directors of the Company
which determination shall include a determination that the fair market value of
the assets being received in such swap are at least equal to the fair market
value of the assets being swapped and (iii) in the event such Asset Swap
involves an aggregate amount in excess of $10.0 million, the Company has also
received a written opinion from an independent investment banking firm of
nationally recognized standing that such Asset Swap is fair to the Company or
such Subsidiary, as the case may be, from a financial point of view.

SECTION 4.10.     Limitation on Restricted Payments.

                  (a)      Neither the Company nor any of its Subsidiaries will,
directly or indirectly, make any Restricted Payment if at the time of such
Restricted Payment and immediately after giving effect thereto:

                  (i)      a Default or Event of Default shall have occurred and
         be continuing at the time of or after giving effect to such Restricted
         Payment; or

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

                  (iii)    the aggregate amount of Restricted Payments made
         subsequent to the Issue Date (the amount expended for such purposes, if
         other than in cash, being the fair market value of such property as
         determined by the Board of Directors of the Company in good faith)
         exceeds the sum of (a) 50% of Consolidated Net Income (or, in the case
         such Consolidated Net Income shall be a deficit, minus 100% of such
         deficit) accruing during the period (treated as one accounting period)
         from the Issue Date to the end of the most recent fiscal quarter ending
         prior to the date of such Restricted Payment as to which financial
         results are available plus (b) 100% of the aggregate net proceeds,
         including the fair market value of property other than cash as
         determined by the Board of Directors of the Company in good faith,
         received subsequent to the Issue Date by the Company from any Person
         (other than a Subsidiary of the Company) from the issuance and sale
         subsequent to the Issue Date of Qualified Capital Stock of the Company
         (excluding (i) any net proceeds from issuances and sales financed
         directly or indirectly using funds borrowed from the Company or any
         Subsidiary of the Company, until and to the extent such borrowing is
         repaid, but including the proceeds from the issuance and sale of any
         securities convertible into or exchangeable for Qualified Capital Stock
         to the extent such securities are so converted or exchanged and
         including any additional proceeds received by the Company upon such
         conversion or exchange and (ii) any net proceeds received from
         issuances and sales that are used to consummate a transaction described
         in clauses (2) and (3) of paragraph (b) below), plus (c) without
         duplication of any amount included in clause (iii)(b) above, 100% of
         the aggregate net proceeds, including the fair market value of property
         other than cash (valued as provided in clause (iii)(b) above), received
         by the Company as a capital contribution after the Issue Date, plus (d)
         the amount equal to the net reduction in Investments (other than
         Permitted Investments) made by the Company or any of its Subsidiaries
         in any Person resulting from (i) repurchases or redemptions of such
         Investments by such

                                      -30-

<PAGE>

         Person, proceeds realized upon the sale of such Investment to an
         unaffiliated purchaser and repayments of loans or advances or other
         transfers of assets by such Person to the Company or any Subsidiary of
         the Company or (ii) the redesignation of Unrestricted Subsidiaries as
         Subsidiaries (valued in each case as provided in the definition of
         "Investment") not to exceed, in the case of any Subsidiary, the amount
         of Investments previously made by the Company or any Subsidiary in such
         Unrestricted Subsidiary, which amount was included in the calculation
         of Restricted Payments; provided, however, that no amount shall be
         included under this clause (d) to the extent it is already included in
         Consolidated Net Income, plus (e) the aggregate net cash proceeds
         received by a Person in consideration for the issuance of such Person's
         Capital Stock (other than Disqualified Capital Stock) that are held by
         such Person at the time such Person is merged with and into the Company
         in accordance with Article Five hereof on or subsequent to the Issue
         Date; provided, however, that concurrently with or immediately
         following such merger the Company uses an amount equal to such net cash
         proceeds to redeem or repurchase the Company's Capital Stock, plus (f)
         $25.0 million.

                  (b)      Notwithstanding the foregoing, these provisions will
not prohibit: (1) the payment of any dividend or the making of any distribution
within 60 days after the date of its declaration if such dividend or
distribution would have been permitted on the date of declaration; (2) the
purchase, redemption or other acquisition or retirement of any Capital Stock of
the Company or any warrants, options or other rights to acquire shares of any
class of such Capital Stock either (x) solely in exchange for shares of
Qualified Capital Stock or other rights to acquire Qualified Capital Stock or
(y) through the application of the net proceeds of a substantially concurrent
sale for cash (other than to a Subsidiary of the Company) of shares of Qualified
Capital Stock or warrants, options or other rights to acquire Qualified Capital
Stock or (z) in the case of Disqualified Capital Stock, solely in exchange for,
or through the application of the net proceeds of a substantially concurrent
sale for cash (other than to a Subsidiary of the Company) of, Disqualified
Capital Stock that has a redemption date no earlier than, and requires the
payment of current dividends or distributions in cash no earlier than, in each
case, the Disqualified Capital Stock being purchased, redeemed or otherwise
acquired or retired; (3) the acquisition of Indebtedness of the Company that is
subordinate or junior in right of payment to the Notes either (x) solely in
exchange for shares of Qualified Capital Stock (or warrants, options or other
rights to acquire Qualified Capital Stock), for shares of Disqualified Capital
Stock that have a redemption date no earlier than, and require the payment of
current dividends or distributions in cash no earlier than, in each case, the
maturity date and interest payments dates, respectively, of the Indebtedness
being acquired, or for Indebtedness of the Company that is subordinate or junior
in right of payment to the Notes, at least to the extent that the Indebtedness
being acquired is subordinated to the Notes and has a Weighted Average Life to
Maturity no less than that of the Indebtedness being acquired or (y) through the
application of the net proceeds of a substantially concurrent sale for cash
(other than to a Subsidiary of the Company) of shares of Qualified Capital Stock
(or warrants, options or other rights to acquire Qualified Capital Stock),
shares of Disqualified Capital Stock that have a redemption date no earlier
than, and require the payment of current dividends or distributions in cash no
earlier than, in each case, the maturity date and interest payments dates,
respectively, of the Indebtedness being refinanced, or Indebtedness of the
Company that is subordinate or junior in right of payment to the Notes at least
to the extent that the Indebtedness being acquired is subordinated to the Notes
and has a Weighted Average Life to Maturity no less than that of the
Indebtedness being refinanced; (4) payments by the Company to repurchase or to
enable Holding (including for the purpose of this clause (4) and for the
purposes of clauses (5) and (6) below, any corporation that, directly or
indirectly, owns all of the Common Stock of Holding) to repurchase, Capital
Stock of Holding from employees of Holding or its Subsidiaries or such other
corporation in an aggregate amount not to exceed $5.0 million; (5) payments to
enable Holding to redeem or repurchase stock purchase or similar rights granted
by Holding with respect to its Capital Stock in an aggregate amount not to
exceed $1.0 million; (6) payments, not to exceed $200,000 in the aggregate, to
enable Holding to make cash payments to holders of its Capital Stock in lieu of
the issuance of fractional shares of its Capital Stock; (7) payments made
pursuant to any merger, consolidation or sale of assets effected in accordance
with Article Five hereof; (8) payments to enable Holding or the Company to pay
dividends on its Capital Stock (other than Disqualified Capital Stock) after the
first Equity Offering in an annual amount not to exceed 6.00% of the gross
proceeds (before deducting underwriting discounts and commissions and other fees
and expenses of the offering) received from shares of Capital Stock (other than
Disqualified Stock) sold for the account of the issuer thereof (and not for the
account of any stockholder) in such initial Equity Offering and contributed to
the Company, (9) payments by the Company to

                                      -31-

<PAGE>

fund the payment by any direct or indirect holding company thereof of audit,
accounting, legal or other similar expenses, to pay franchise or other similar
taxes and to pay other corporate overhead expenses, so long as such dividends
are paid as and when needed by its respective direct or indirect holding company
and so long as the aggregate amount of payments pursuant to this clause (9) does
not exceed $1.0 million in any calendar year; (10) payments by the Company to
fund taxes of Holding for a given taxable year in an amount equal to the
Company's "separate return liability," as if the Company were the parent of a
consolidated group (for purposes of this clause (10) "separate return liability"
for a given taxable year shall mean the hypothetical United States tax liability
of the Company defined as if the Company had filed its own United States federal
tax return for such taxable year); (11) payments by the Company under the
Financial Monitoring and Oversight Agreements; and (12) payments or loans made
to Holding in an amount not to exceed $30.0 million, the proceeds of which
amounts are used to make payments to Glenn E. Staats and Preston W. Staats (or
one or more of their respective Affiliates) pursuant to the Staats Purchase
Agreement; provided, however, that (A) in the case of clauses (3), (4), (5),
(6), (7) and (8), no Default or Event of Default shall have occurred or be
continuing at the time of such payment or as a result thereof, (B) in
determining the aggregate amount of Restricted Payments made subsequent to the
Issue Date, amounts expended pursuant to clauses (1), (4), (5), (6), (7) and (8)
shall be included in such calculation and (C) that no payment may be made
pursuant to clause (7) unless, after giving effect to such transaction (and the
incurrence of any Indebtedness in connection therewith and the use of the
proceeds thereof), the Company would be able to incur $1.00 of additional
Indebtedness (other than Permitted Indebtedness) in compliance with Section 4.04
such that after incurring that $1.00 of additional Indebtedness, the
Consolidated Coverage Ratio would be greater than 2.00 to 1.00.

SECTION 4.11.     Notice of Defaults.

                  Upon becoming aware of any Default or Event of Default, the
Company shall promptly deliver an Officers' Certificate to the Trustee
specifying the Default or Event of Default and if any Holder seeks to exercise
any remedy hereunder with respect to a claimed Default under this Indenture or
the Notes, the Company shall promptly deliver to the Trustee by registered or
certified mail or by telegram, telex or certified mail an Officers' Certificate
specifying such event, notice or other action.

SECTION 4.12.     Reports.

                  So long as any of the Notes are outstanding, the Company will
provide to the holders of Notes and file with the Commission, copies of the
annual reports and of the information, documents and other reports that the
Company would have been required to file with the SEC pursuant to Sections 13 or
15(d) of the Exchange Act regardless of whether the Company is then obligated to
file such reports, commencing for the period ended June 30, 2003.

SECTION 4.13.     Limitations on Dividend and Other Payment Restrictions
                  Affecting Subsidiaries.

                  The Company will not, and will not permit any of its
Subsidiaries to, directly or indirectly, create or otherwise cause to permit to
exist or become effective, by operation of the charter of such Subsidiary or by
reason of any agreement, instrument, judgment, decree, rule, order, statute or
governmental regulation, any encumbrance or restriction on the ability of any
Subsidiary to (a) pay dividends or make any other distributions on its Capital
Stock; (b) make loans or advances or pay any Indebtedness or other obligation
owed to the Company or any of its Subsidiaries; or (c) transfer any of its
property or assets to the Company, except for such encumbrances or restrictions
existing under or by reason of: (1) applicable law; (2) this Indenture; (3)
customary non-assignment provisions of any lease governing a leasehold interest
of the Company or any Subsidiary; (4) any instrument governing Acquired
Indebtedness or Acquired Preferred Stock, which encumbrance or restriction is
not applicable to any Person, or the properties or assets of any Person, other
than the Person, or the property or assets of the Person, so acquired; (5)
agreements existing on the Issue Date (including the Credit Agreement) as such
agreements are from time to time in effect; provided, however, that any
amendments or modifications of such agreements that affect the encumbrances or
restrictions of the types subject to this covenant shall not result in such
encumbrances or restrictions being less favorable to the Company in any material
respect, as determined in good faith by the Board of Directors of the Company,
than the provisions as in effect before giving effect to the respective
amendment or

                                      -32-

<PAGE>

modification; (6) any restriction with respect to such a Subsidiary imposed
pursuant to an agreement entered into for the sale or disposition of all or
substantially all the Capital Stock or assets of such Subsidiary pending the
closing of such sale or disposition; (7) an agreement effecting a refinancing,
replacement or substitution of Indebtedness issued, assumed or incurred pursuant
to an agreement referred to in clause (2), (4) or (5) above or any other
agreement evidencing Indebtedness permitted under this Indenture; provided,
however, that the provisions relating to such encumbrance or restriction
contained in any such refinancing, replacement or substitution agreement or any
such other agreement are no less favorable to the Company in any material
respect as determined in good faith by the Board of Directors of the Company
than the provisions relating to such encumbrance or restriction contained in
agreements referred to in such clause (2), (4) or (5); (8) restrictions on the
transfer of the assets subject to any Lien imposed by the holder of such Lien;
(9) a licensing agreement to the extent such restrictions or encumbrances limit
the transfer of property subject to such licensing agreement; (10) restrictions
relating to Subsidiary preferred stock that require that due and payable
dividends thereon to be paid in full prior to dividends on such Subsidiary's
common stock or (11) any agreement or charter provision evidencing Indebtedness
or Capital Stock permitted under this Indenture; provided, however, that the
provisions relating to such encumbrance or restriction contained in such
agreement or charter provision are not less favorable to the Company in any
material respect as determined in good faith by the Board of Directors of the
Company than the provisions relating to such encumbrance or restriction
contained in this Indenture.

SECTION 4.14.     Limitation on Liens.

                  The Company will not, and will not permit any of its
Subsidiaries to, directly or indirectly, create, incur or suffer to exist any
Lien on any asset or property of the Company or such Subsidiary, or any income
or profits therefrom, or assign or convey any right to receive income therefrom,
that secures any obligations of the Company or any of its Subsidiaries unless
the Notes are equally and ratably secured with (or on a senior basis to, in the
case of obligations subordinated in right of payment to the Notes) the
obligations so secured or until such time as such obligations are no longer
secured by a Lien. The preceding sentence will not require the Company or any
Subsidiary to secure the Notes if the Lien consists of a Permitted Lien.

SECTION 4.15.     Change of Control.

                  (a)      Upon the occurrence of a Change of Control, each
Holder will have the right to require that the Company purchase all or a portion
of such Holder's Notes in cash pursuant to the offer described below (the
"Change of Control Offer"), at a purchase price equal to 101% of the principal
amount thereof plus accrued and unpaid interest, if any, to the date of
purchase.

                  (b)      Prior to the mailing of the notice referred to below,
but in any event within 30 days following the date on which the Company becomes
aware that a Change of Control has occurred, the Company covenants that if the
purchase of the Notes would violate or constitute a default under any other
Indebtedness of the Company, then the Company shall, to the extent needed to
permit such purchase of Notes, either (i) repay all such Indebtedness and
terminate all commitments outstanding thereunder or (ii) obtain the requisite
consents, if any, under any such Indebtedness required to permit the purchase of
the Notes as provided below. The Company will first comply with the covenant in
the preceding sentence before it will be required to make the Change of Control
Offer or purchase the Notes pursuant to the provisions described below.

                  (c)      Within 30 days following the date on which the
Company becomes aware that a Change of Control has occurred (the "Change of
Control Date"), the Company shall send, by first class mail, postage prepaid, a
notice to each Holder of Notes, which notice shall govern the terms of the
Change of Control Offer. The notice to the Holders shall contain all
instructions and materials necessary to enable such Holders to tender Notes
pursuant to the Change of Control Offer. Such notice shall state:

                  (1)      that the Change of Control Offer is being made
         pursuant to this Section 4.15 and that all Notes validly tendered and
         not withdrawn will be accepted for payment;

                                      -33-

<PAGE>

                  (2)      the purchase price (including the amount of accrued
         interest, if any) and the purchase date (which shall be no earlier than
         30 days nor later than 45 days from the date such notice is mailed,
         other than as may be required by law) (the "Change of Control Payment
         Date");

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

                  (4)      that, unless the Company defaults in making payment
         therefor, any Note accepted for payment pursuant to the Change of
         Control Offer shall cease to accrue interest after the Change of
         Control Payment Date;

                  (5)      that Holders electing to have a Note 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 and Registrar
         for the Notes at the address specified in the notice prior to the close
         of business on the Business Day prior to the Change of Control Payment
         Date;

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

                  (7)      that Holders whose Notes are purchased only in part
         will be issued new Notes in a principal amount equal to the unpurchased
         portion of the Notes surrendered; provided, however, that each Note
         purchased and each new Note issued shall be in a principal amount of
         $1,000 or integral multiples thereof; and

                  (8)      the circumstances and relevant facts regarding such
         Change of Control.

                  (d)      On or before the Change of Control Payment Date, the
Company shall (i) accept for payment Notes or portions thereof (in integral
multiples of $1,000) validly tendered pursuant to the Change of Control Offer,
(ii) deposit with the Paying Agent in accordance with Section 2.14 U.S. legal
tender sufficient to pay the purchase price plus accrued and unpaid interest, if
any, of all Notes so tendered and (iii) deliver to the Trustee Notes so accepted
together with an Officers' Certificate stating the Notes or portions thereof
being purchased by the Company. Upon receipt by the Paying Agent of the monies
specified in clause (ii) above and a copy of the Officers' Certificate specified
in clause (iii) above, the Paying Agent shall promptly mail to the Holders of
Notes so accepted payment in an amount equal to the purchase price plus accrued
and unpaid interest, if any, out of the funds deposited with the Paying Agent in
accordance with the preceding sentence. The Trustee shall promptly authenticate
and mail to such Holders new Notes equal in principal amount to any unpurchased
portion of the Notes surrendered. Upon the payment of the purchase price for the
Notes accepted for purchase, the Trustee shall return the Notes purchased to the
Company for cancellation. Any monies remaining after the purchase of Notes
pursuant to a Change of Control Offer shall be returned within three Business
Days by the Trustee to the Company except with respect to monies owed as
obligations to the Trustee pursuant to Article Eight. For purposes of this
Section 4.15, the Trustee shall, except with respect to monies owed as
obligations to the Trustee pursuant to Article Eight, act as the Paying Agent.

                  (e)      The Company will comply with the requirements of Rule
14e-1 under the Exchange Act and any other securities laws and regulations
thereunder to the extent such laws and regulations are applicable in connection
with the purchase of the Notes pursuant to a Change of Control Offer. To the
extent the provisions of any such rule conflict with the provisions of this
Indenture relating to a Change of Control Offer, the Company shall comply with
the provisions of such rule and be deemed not to have breached its obligations
relating to such Change of Control Offer by virtue thereof.

                                      -34-

<PAGE>

SECTION 4.16.     Compliance Certificate.

                  The Company shall deliver to the Trustee within 120 days after
the close of each fiscal year a certificate signed by the principal executive
officer, principal financial officer or principal accounting officer stating
that a review of the activities of the Company has been made under the
supervision of the signing officer with a view to determining whether a Default
or Event of Default has occurred and whether or not the signets know of any
failure of the Company to comply with any of its obligations under this
Indenture or any Default or Event of Default by the Company that occurred during
such fiscal year. If they do know of such a Default or Event of Default, their
status and the action the Company is taking or proposes to take with respect
thereto. The first certificate to be delivered by the Company pursuant to this
Section 4.16 shall be for the fiscal year ending September 30, 2003.

SECTION 4.17.     Corporate Existence.

                  Subject to Article Five, the Company shall do or shall cause
to be done all things necessary to preserve and keep in full force and effect
its corporate existence and the corporate, partnership or other existence of
each Subsidiary in accordance with the respective organizational documents of
each such Subsidiary and the rights (charter and statutory) and material
franchises of the Company and the Subsidiaries; provided, however, that the
Company shall not be required to preserve any such right or franchise, or the
corporate existence of any Subsidiary, if the Board of Directors of the Company
shall determine that the preservation thereof is no longer desirable in the
conduct of the business of the Company and the Subsidiaries, taken as a whole;
provided, further, however, that a determination of the Board of Directors of
the Company shall not be required in the event of a merger of one or more Wholly
Owned Subsidiaries of the Company with or into another Wholly Owned Subsidiary
of the Company or another Person, if the surviving Person is a Wholly Owned
Subsidiary of the Company organized under the laws of the United States or a
State thereof or of the District of Columbia. This Section 4.17 shall not
prohibit the Company from taking any other action otherwise permitted by, and
made in accordance with, the provisions of this Indenture.

SECTION 4.18.     Excess Cash Balance Repurchase Offer.

                  (a)      If the daily balance of cash and Cash Equivalents of
the Company and its Restricted Subsidiaries for each day in any 180 consecutive
day period (the last day of such period being the "Excess Cash Balance Trigger
Date") is in excess of $30.0 million, the Company shall make an offer (the
"Excess Cash Balance Offer") to repurchase an aggregate principal amount of
Notes equal to (i) the average of the daily balances of cash and Cash
Equivalents of the Company and its Restricted Subsidiaries for all days in such
180 consecutive day period less (ii) $20.0 million (the "Excess Cash Balance
Offer Amount") at a purchase price equal to 101% of the principal amount of the
Notes, plus accrued and unpaid interest; provided that any cash or Cash
Equivalents committed to the purchase of the Capital Stock or business assets
(other than raw materials, inventory and other non-long term assets) of another
Person pursuant to clause (iii)(B) of Section 4.08 shall not be included in the
above calculation of cash and Cash Equivalents of the Company and its Restricted
Subsidiaries; provided, further, that the Company shall not be required to make
more than one Excess Cash Balance Offer in any 360 day period.

                  (b)      Each Excess Cash Balance Offer will be required to be
made pursuant to the terms of this Indenture and within 10 Business Days after
the Excess Cash Balance Trigger Date and shall remain open for 20 Business Days
following its commencement. Upon the expiration of that period, the Company
shall promptly (and in any case, within three Business Days following such
expiration) apply the applicable Excess Cash Balance Offer Amount plus
applicable premium and accrued and unpaid interest thereon to the purchase of
all Notes validly tendered pursuant to an Excess Cash Balance Offer. If the
aggregate principal amount of Notes tendered pursuant to an Excess Cash Balance
Offer exceeds the Excess Cash Balance Offer Amount with respect thereto, the
Company shall purchase such Notes, or portions thereof tendered, pro rata or by
such other method as may be required by law. If the aggregate amount of Notes
tendered pursuant to any Excess Cash Balance Offer is less than the Excess Cash
Balance Offer Amount, the Company may use any remaining Excess Cash Balance
Amount for any purposes not prohibited by this Indenture.

                                      -35-

<PAGE>

                  (c)      The Company shall comply with the requirements of
Rule 14e-1 under the Exchange Act to the extent applicable in connection with
the purchase of Notes pursuant to a Excess Cash Balance Offer.

                                  ARTICLE FIVE

                         MERGERS; SUCCESSOR CORPORATION

SECTION 5.01.     Mergers, Consolidation and Sale of Assets.

                  (a)      The Company may not, in a single transaction or a
series of related transactions, consolidate with or merge with or into, or sell,
assign, transfer, lease, convey or otherwise dispose of all or substantially all
of its assets to, another Person or adopt a plan of liquidation unless (i)
either (1) the Company is the surviving or continuing Person or (2) the Person
(if other than the Company) formed by such consolidation or into which the
Company is merged or the Person that acquires by conveyance, transfer or lease
the properties and assets of the Company substantially as an entirety or in the
case of a plan of liquidation, the Person to which assets of the Company have
been transferred, shall be a corporation, partnership, limited liability company
or trust organized and existing under the laws of the United States or any State
thereof or the District of Columbia; (ii) such surviving Person shall assume all
of the obligations of the Company under the Notes and this Indenture pursuant to
a supplemental indenture in a form reasonably satisfactory to the Trustee; (iii)
immediately after giving effect to such transaction and the use of the proceeds
therefrom (on a pro forma basis, including giving effect to any Indebtedness
incurred or anticipated to be incurred in connection with such transaction), the
Company (in the case of clause (1) of the foregoing clause (i)) or such Person
(in the case of clause (2) of the foregoing clause (i)) shall be able to incur
$1.00 of additional Indebtedness (other than Permitted Indebtedness) in
compliance with Section 4.04; (iv) immediately after giving effect to such
transactions, no Default or Event of Default shall have occurred or be
continuing; and (v) the Company has delivered to the Trustee prior to the
consummation of the proposed transaction an Officers' Certificate and an Opinion
of Counsel, each stating that such consolidation, merger or transfer complies
with this Indenture and that all conditions precedent in this Indenture relating
to such transaction have been satisfied.

                  (b)      For purposes of the foregoing subsection (a) the
transfer (by lease, assignment, sale or otherwise, in a single transaction or
series of related transactions) of all or substantially all the properties and
assets of one or more Subsidiaries, the Capital Stock of which constitutes all
or substantially all of the properties and assets of the Company shall be deemed
to be the transfer of all or substantially all of the properties and assets of
the Company.

                  (c)      Notwithstanding clauses (i) and (ii) in paragraph (a)
above, (1) any Subsidiary of the Company may consolidate with, merge into or
transfer all or part of its properties and assets to the Company; provided that
the Company is the surviving corporation, and (2) the Company may merge with an
Affiliate thereof incorporated solely for the purpose of reincorporating the
Company in another jurisdiction in the U.S. to realize tax or other benefits.

SECTION 5.02.     Successor Corporation Substituted.

                  In the event of any transaction (other than a lease) described
in and complying with the conditions listed in Section 5.01 in which the Company
is not the surviving Person and the surviving Person is to assume all the
Obligations of the Company under the Notes and this Indenture, such surviving
Person shall succeed to, and be substituted for, and may exercise every right
and power of, the Company and the Company shall be discharged from its
Obligations under this Indenture and the Notes.

                                      -36-

<PAGE>

                                  ARTICLE SIX

                              DEFAULT AND REMEDIES

SECTION 6.01.     Events of Default.

                  Each of the following shall be an "Event of Default" for
         purposes of this Indenture:

                  (i)      the failure to pay interest on the Notes when the
         same becomes due and payable and the Default continues for a period of
         30 days;

                  (ii)     the failure to pay principal of or premium, if any,
         on any Notes when such principal or premium, if any, becomes due and
         payable, at maturity, upon redemption or otherwise;

                  (iii)    a default in the observance or performance of any
         other covenant or agreement contained in the Notes or this Indenture,
         which default continues for a period of 30 days after the Company
         receives written notice thereof specifying the default from the Trustee
         or Holders of at least 25% in aggregate principal amount of outstanding
         Notes;

                  (iv)     the failure to pay at the final stated maturity
         (giving effect to any extensions thereof) the principal amount of any
         Indebtedness of the Company or any Subsidiary of the Company, or the
         acceleration of the final stated maturity of any such Indebtedness, if
         the aggregate principal amount of such Indebtedness, together with the
         aggregate principal amount of any other such Indebtedness in default
         for failure to pay principal at the final stated maturity (giving
         effect to any extensions thereof) or which has been accelerated,
         aggregates $10.0 million or more at any time in each case after a
         10-day period during which such default shall not have been cured or
         such acceleration rescinded;

                  (v)      the Guarantee of any Significant Subsidiary, if any,
         ceases to be in full force and effect except as otherwise permitted
         pursuant to the terms of this Indenture or any Guarantee of any such
         Significant Subsidiary is declared to be null and void and
         unenforceable or any Guarantee of any such Significant Subsidiary is
         found to be invalid or any Guarantor that is a Significant Subsidiary
         denies its liability under its Guarantee (other than, in any such case,
         by reason of release of Guarantor in accordance with the terms of this
         Indenture);

                  (vi)     one or more judgments in an aggregate amount in
         excess of $10.0 million (which are not covered by insurance as to which
         the insurer has not disclaimed coverage) being rendered against the
         Company or any of its Significant Subsidiaries and such judgment or
         judgments remain undischarged or unstayed for a period of 60 days after
         such judgment or judgments become final and nonappealable;

                  (vii)    the Company or any of its Significant Subsidiaries
         pursuant to or within the meaning of any Bankruptcy Law: (a) commences
         a voluntary case or proceeding under any Bankruptcy Law; (b) consents
         to the entry of an order for relief against it in an involuntary case
         or proceeding under any Bankruptcy Law; (c) consents or acquiesces in
         the institution of a bankruptcy or insolvency proceeding against it;
         (d) consents to the appointment of a Custodian of it or for all or
         substantially all of its property; or (e) makes a general assignment
         for the benefit of its creditors, or any of them takes any action to
         authorize or effect any of the foregoing; or

                  (viii)   a court of competent jurisdiction enters an order or
         decree under any Bankruptcy Law that: (i) is for relief against the
         Company or any Significant Subsidiary of the Company in an involuntary
         case or proceeding; (ii) appoints a Custodian of the Company or any
         Significant Subsidiary of the Company for all or substantially all of
         its property; or (iii) orders the liquidation of the Company or any
         Significant Subsidiary of the Company; and in each case the order or
         decree remains unstayed and in effect for 60

                                      -37-

<PAGE>

         for 60 days; provided, however, that if the entry of such order or
         decree is appealed and dismissed on appeal, then the Event of Default
         hereunder by reason of the entry of such order or decree shall be
         deemed to have been cured.

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

SECTION 6.02.     Acceleration.

                  If an Event of Default with respect to the Notes (other than
an Event of Default specified in clause (vii) or (viii) of Section 6.01) occurs
and is continuing and has not been waived pursuant to Section 6.04, the Trustee
or the Holders of at least 25% in aggregate principal amount of the outstanding
Notes, by notice in writing to the Company (and to the Trustee if given by the
Holders) specifying the respective Event of Default and that it is a "notice of
acceleration" (an "Acceleration Notice") may declare the unpaid principal of
(and premium, if any) and accrued interest to the date of acceleration on all
outstanding Notes to be due and payable immediately and, upon any such
declaration, such principal amount (and premium, if any) and accrued interest,
notwithstanding anything contained in this Indenture or the Notes to the
contrary, shall become immediately due and payable.

                  If an Event of Default specified in clause (vii) or (viii) of
Section 6.01 occurs, all unpaid principal of and accrued interest on all
outstanding Notes shall ipso facto become immediately due and payable without
any declaration or other act on the part of the Trustee or any Holder.

                  Any such declaration with respect to the Notes may be
rescinded and annulled by the Holders of a majority in aggregate principal
amount of Notes then outstanding by written notice to the Trustee if (i) the
rescission would not conflict with any judgment or decree of a court of
competent jurisdiction, (ii) all existing Events of Default have been cured or
waived except nonpayment of principal of or interest on the Notes that has
become due solely by such declaration of acceleration, (iii) to the extent the
payment of such interest is lawful, interest (at the same rate specified in the
Notes) on overdue installments of interest and overdue payments of principal,
which has become due otherwise than by such declaration of acceleration, has
been paid, (iv) the Company has paid the Trustee its reasonable compensation and
reimbursed the Trustee for its expenses, disbursements and advances and (v) in
the event of the cure or waiver of a Default or Event of Default of the type
described in Section 6.01(vii) and (viii), the Trustee has received an Officers'
Certificate and Opinion of Counsel that such Default or Event of Default has
been cured or waived. No such rescission shall affect any subsequent Default or
impair any right consequent thereto.

SECTION 6.03.     Other Remedies.

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

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

SECTION 6.04.     Waiver of Past Default.

                  Subject to Sections 6.07 and 10.02, the Holders of not less
than a majority in aggregate principal amount of the outstanding Notes by
written notice to the Trustee may waive an existing Default or Event of Default
and its consequences, except a Default in the payment of principal of or
interest on any Note as specified in clauses

                                      -38-

<PAGE>

(i) and (ii) of Section 6.01. The Company shall deliver to the Trustee an
Officers' Certificate stating that the requisite percentage of Holders have
consented to such waiver and attaching copies of such consents. In case of any
such waiver, the Company, the Trustee and the Holders shall be restored to their
former positions and rights hereunder and under the Notes, respectively. This
paragraph of this Section 6.04 shall be in lieu of Section 316(a)(1)(B) of the
TIA and such Section 316(a)(1)(B) of the TIA is hereby expressly excluded from
this Indenture and the Notes, as permitted by the TIA.

                  Upon any such waiver, such Default shall cease to exist and be
deemed to have been cured and not to have occurred, and any Event of Default
arising therefrom shall be deemed to have been cured and not to have occurred
for every purpose of this Indenture and the Notes, but no such waiver shall
extend to any subsequent or other Default or Event of Default or impair any
right consequent thereon.

SECTION 6.05.     Control by Majority.

                  Subject to Section 2.09, the Holders of a majority in
principal amount of the outstanding Notes may direct the time, method and place
of conducting any proceeding for any remedy available to the Trustee or
exercising any trust or power conferred on it. However, the Trustee may refuse
to follow any direction that conflicts with law or this Indenture that the
Trustee determines may be unduly prejudicial to the rights of another Holder, it
being understood that the Trustee shall have no duty to ascertain whether or not
such actions or forebearances are unduly prejudicial to such Holders, or that
may involve the Trustee in personal liability; provided, however, that the
Trustee may take any other action deemed proper by the Trustee which is not
inconsistent with such direction. In the event the Trustee takes any action or
follows any direction pursuant to this Indenture, the Trustee shall be entitled
to indemnification satisfactory to it in its sole discretion against any loss or
expense caused by taking such action or following such direction. This Section
6.05 shall be in lieu of Section 316(a)(1)(A) of the TIA, and such Section
316(a)(1)(A) of the TIA is hereby expressly excluded from this Indenture and the
Notes, as permitted by the TIA.

SECTION 6.06.     Limitation on Suits.

                  A Holder may not pursue any remedy with respect to this
Indenture or the Notes unless:

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

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

                  (iii)    such Holder or Holders offer and, if requested,
         provide to the Trustee indemnity satisfactory to the Trustee against
         any loss, liability or expense;

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

                  (v)      during such 60-day period the Holders of a majority
         in principal amount of the outstanding Notes do not give the Trustee a
         direction which, in the opinion of the Trustee, is inconsistent with
         the request.

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

SECTION 6.07.     Rights of Holders To Receive Payment.

                  Notwithstanding any other provision of this Indenture, the
right of any Holder to receive payment of principal of or interest on a Note, on
or after the respective due dates expressed in the Note, or to bring suit for
the

                                      -39-

<PAGE>

enforcement of any such payment on or after such respective dates, shall not be
impaired or affected without the consent of the Holder.

SECTION 6.08.     Collection Suit by Trustee.

                  If an Event of Default in payment of principal or interest
specified in Section 6.01(i) or (ii) occurs and is continuing, the Trustee may
recover judgment in its own name and as trustee of an express trust against the
Company or any other obligor on the Notes for the whole amount of principal and
accrued interest remaining unpaid, together with interest overdue on principal
and to the extent that payment of such interest is lawful, interest on overdue
installments of interest, in each case at the rate per annum borne by the Notes
and such further amount as shall be sufficient to cover the costs and expenses
of collection, including the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel.

SECTION 6.09.     Trustee May File Proofs of Claim.

                  The Trustee may file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Holders allowed in any judicial proceedings relative to the Company (or any
other obligor upon the Notes), its creditors or its property and shall be
entitled and empowered to collect and receive any monies or other property
payable or deliverable on any such claims and to distribute the same, and any
Custodian in any such judicial proceedings is hereby authorized by each Holder
to make such payments to the Trustee and, in the event that the Trustee shall
consent to the making of such payments directly to the Holders, to pay to the
Trustee any amount due to it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agent and counsel, and any other
amounts due the Trustee under Section 8.07. Nothing herein contained shall be
deemed to authorize the Trustee to authorize or consent to or accept or adopt on
behalf of any Holder any plan 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; provided, however, that the Trustee may, on behalf of the Holders,
vote for the election of a trustee in bankruptcy or similar official and may be
a member of the creditors' committee.

SECTION 6.10.     Priorities.

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

                  First: to the Trustee for amounts due under Section 8.07;

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

                  Third: to the Company.

                  The Trustee, upon prior written notice to the Company, may fix
a record date and payment date for any payment to the Holders pursuant to this
Section 6.10.

SECTION 6.11.     Undertaking for Costs.

                  In any suit for the enforcement of any right or remedy under
this Indenture or in any suit against the Trustee for any action taken or
omitted by it as Trustee, a court in its discretion may require the filing by
any party litigant in the suit of an undertaking to pay the costs of the suit,
and the court in its discretion may assess reasonable costs, including
reasonable attorneys' fees and expenses, against any party litigant in the suit,
having due regard to the merits and good faith of the claims or defenses made by
the party litigant. This Section 6.11 shall not

                                      -40-

<PAGE>

apply to a suit by the Trustee, a suit by a Holder or group of Holders of more
than 10% in aggregate principal amount of the outstanding Notes, or to any suit
instituted by any Holder for the enforcement or the payment of the principal or
interest on any Notes on or after the respective due dates expressed in the
Note.

                                 ARTICLE SEVEN

                             [INTENTIONALLY OMITTED]

                                 ARTICLE EIGHT

                                     TRUSTEE

SECTION 8.01.     Duties of Trustee.

                  (a)      If a 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
its own affairs.

                  (b)      Except during the continuance of a Default:

                  (1)      The Trustee shall not be liable except for the
         performance of such duties as are specifically set forth herein; 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 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 such certificates and opinions to determine
         whether or not they conform to the requirements of this Indenture.

                  (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 8.01;

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

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

                  (d)      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 take any action at the request or
direction of Holders if it shall have reasonable grounds for believing that
repayment of such funds is not assured to it or it does not receive from such
Holders an

                                      -41-

<PAGE>

indemnity satisfactory to it in its sole discretion against such risk,
liability, loss, fee or expense which might be incurred by it in compliance with
such request or direction.

                  (e)      Every provision of this Indenture that in any way
relates to the Trustee is subject to paragraphs (a), (b), (c) and (d) of this
Section 8.01.

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

SECTION 8.02.     Rights of Trustee.

                  Subject to Section 8.01:

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

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

                  (c)      The Trustee may act through attorneys and agents of
         its selection and shall not be responsible for the misconduct or
         negligence of any agent or attorney (other than an agent who is an
         employee of the Trustee) appointed with due care and appointed with the
         consent of the Company.

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

                  (e)      Before the Trustee acts or refrains from acting, it
         may consult with counsel and the advice or opinion of such counsel as
         to matters of law shall be full and complete authorization and
         protection from liability in respect of any action taken, omitted or
         suffered by it hereunder in good faith and in accordance with the
         advice or opinion of such counsel.

                  (f)      Any request or direction of the Company mentioned
         herein shall be sufficiently evidenced by a Company Request or Company
         Order and any resolution of the Board of Directors may be sufficiently
         evidenced by a Board Resolution.

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

                  (h)      The Trustee shall not be bound to make any
         investigation into the facts or matters stated in any resolution,
         certificate, statement, instrument, opinion, report, notice, request,
         direction, consent, order, bond, debenture, note, other evidence of
         indebtedness or other paper or document, but the Trustee, in its
         discretion, may make such further inquiry or investigation into such
         facts or matters as it may see fit, and, if the Trustee shall determine
         to make such further inquiry or investigation, it shall be entitled to
         examine the books, records and premises of the Company, personally or
         by agent or attorney.

                  (i)      The Trustee shall not be deemed to have notice of any
         Event of Default unless a Trust Officer of the Trustee has actual
         knowledge thereof or unless the Trustee shall have received written
         notice

                                      -42-

<PAGE>

         thereof at the Corporate Trust Office of the Trustee, and such notice
         references the Notes and this Indenture.

                  (j)      The Trustee shall not be required to give any bond or
         surety in respect of the performance of its powers and duties
         hereunder.

                  (k)      The permissive rights of the Trustee to do things
         enumerated in this Indenture shall not be construed as a duty and the
         Trustee shall not be answerable for other than its gross negligence or
         willful misconduct.

SECTION 8.03.     Individual Rights of Trustee.

                  The Trustee in its individual or any other capacity may become
the owner or pledgee of Notes and may otherwise deal with the Company or their
Affiliates with the same rights it would have if it were not Trustee, subject to
Section 8.10 hereof. Any Agent may do the same with like rights. However, the
Trustee is subject to Sections 8.10 and 8.11.

SECTION 8.04.     Trustee's Disclaimer.

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

SECTION 8.05.     Notice of Defaults.

                  If a Default or an Event of Default occurs and is continuing
and the Trustee has actual knowledge of such Defaults or Events of Default, the
Trustee shall mail to each Holder notice of the Default or Event of Default
within 30 days after the occurrence thereof. Except in the case of a Default or
an Event of Default in payment of principal of or interest on any Note including
an accelerated payment and the failure to make payment on the Change of Control
Payment Date pursuant to a Change of Control Offer or a Default or Event of
Default in complying with Section 5.01, the Trustee may withhold the notice if
and so long as a committee of its Trust Officers in good faith determines that
withholding the notice is in the interest of Holders. This Section 8.05 shall be
in lieu of the proviso to Section 315(b) of the TIA and such proviso to Section
315(b) of the TIA is hereby expressly excluded from this Indenture and the
Notes, as permitted by the TIA.

SECTION 8.06.     Reports by Trustee to Holders.

                  If required by TIA Section 313(a), as amended, within 60 days
after each May 1 beginning with October 1, 1998, the Trustee shall mail to each
Holder a report dated as of such May 1 that complies with TIA Section 313(a).
The Trustee also shall comply with TIA Section 313(b), (c) and (d).

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

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

SECTION 8.07.     Compensation and Indemnity.

                  The Company shall pay to the Trustee from time to time, and
the Trustee shall be entitled to, such compensation as the Company and the
Trustee shall from time to time agree in writing for its services. The

                                      -43-

<PAGE>

Trustee's compensation shall not be limited by any law on compensation of a
trustee of an express trust. The Company shall reimburse the Trustee upon
request for all reasonable disbursements, expenses and advances, including all
costs and expenses of collection (including reasonable fees, disbursements and
expenses of its agents and outside counsel) incurred or made by it in addition
to the compensation for its services except any such disbursements, expenses and
advances as may be attributable to the Trustee's negligence or willful
misconduct. Such expenses shall include the reasonable compensation,
disbursements and expenses of the Trustee's agents, accountants, experts and
outside counsel.

                  The Company shall indemnify the Trustee for, and hold it
harmless against any and all loss, damage, claims, liability or expense,
including taxes (other than franchise taxes imposed on the Trustee and taxes
based upon, measured by or determined by the income of the Trustee), arising out
of or in connection with the acceptance or administration of the trust or trusts
hereunder, including the costs and expenses of defending itself against or
investigating any claim or liability in connection with the exercise or
performance of any of its powers or duties hereunder, except to the extent that
such loss, damage, claim, liability or expense is due to its own negligence or
willful misconduct. The Trustee shall notify the Company promptly of any claim
asserted against the Trustee for which it may seek indemnity. However, the
failure by the Trustee to so notify the Company shall not relieve the Company of
its obligations hereunder unless the Company has been prejudiced thereby. The
Company shall defend the claim and the Trustee shall cooperate in the defense at
the Company's expense, provided that the Company shall not be liable in any
action or for which it has assumed the defense for the expenses of separate
counsel to the Trustee unless (1) the employment of separate counsel has been
authorized by the Company, (2) the Trustee has reasonably concluded (based upon
advice of counsel to the Trustee) that there may be legal defenses available to
the Trustee that are different from or in addition to those available to the
Company or (3) a conflict or potential conflict exists (based upon advice of
counsel to the Trustee) between the Trustee and the Company, and provided,
further, that in any such event the Company's reimbursement obligation with
respect to separate counsel of the Trustee will be limited to the reasonable
fees and expenses of such counsel.

                  The Company need not pay for any settlement made without their
written consent, which consent shall not be unreasonably withheld. The Company
need not reimburse any expense or indemnify against any loss or liability
incurred by the Trustee as a result of its own negligence or willful misconduct.

                  To secure the Company's payment obligations in this Section
8.07, the Trustee shall have a Lien prior to the Notes against all money or
property held or collected by the Trustee, in its capacity as Trustee, except
money or property held in trust to pay principal of or interest on particular
Notes.

                  When the Trustee incurs expenses or renders services after an
Event of Default specified in Section 6.01(vii) or (viii) occurs, the expenses
(including the reasonable fees and expenses of its agents and counsel) and the
compensation for the services shall be preferred over the status of the Holders
in a proceeding under any Bankruptcy Law and are intended to constitute expenses
of administration under any Bankruptcy Law. The Company's obligations under this
Section 8.07 and any claim arising hereunder shall survive the resignation or
removal of any Trustee, the discharge of the Company's obligations pursuant to
Article Eight and any rejection or termination under any Bankruptcy Law.

SECTION 8.08.     Replacement of Trustee.

                  The Trustee may resign at any time by so notifying the Company
in writing at least 10 days in advance. The Holders of a majority in principal
amount of the outstanding Notes may remove the Trustee by so notifying the
Trustee and the Company 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 8.10;

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

                                      -44-

<PAGE>

                  (c)      a 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 Trustee in such event being referred
to herein as the retiring Trustee), the Company shall promptly appoint a
successor Trustee. Within one year after the successor Trustee takes office, the
Holders of a majority in principal amount of the 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. As promptly as
practicable after that, the retiring Trustee shall transfer, after payment of
all sums then owing to the Trustee pursuant to Section 8.07, all property held
by it as Trustee to the successor Trustee, subject to the Lien provided in
Section 8.07, the resignation or removal of the retiring Trustee shall become
effective, and the successor Trustee shall have the rights, powers and duties of
the Trustee under this Indenture. 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, the
Company or the Holders of at least 10% in principal amount of the outstanding
Notes may petition, at the expense of the Company, any court of competent
jurisdiction for the appointment of a successor Trustee.

                  If the Trustee fails to comply with Section 8.10, any Holder
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 8.08, the Company's obligations under Section 8.07 shall continue for
the benefit of the retiring Trustee.

SECTION 8.09.     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 or banking corporation, the resulting, surviving or transferee
corporation or banking corporation without any further act shall be the
successor Trustee; provided, however, that such corporation shall be otherwise
qualified and eligible under this Article Eight.

SECTION 8.10.     Eligibility; Disqualification.

                  This Indenture shall always have a Trustee which shall be
eligible to act as Trustee under TIA Sections 310(a)(1) and 310(a)(2). The
Trustee shall have a combined capital and surplus of at least $50.0 million as
set forth in its most recent published annual report of condition. If the
Trustee has or shall acquire any "conflicting interest" within the meaning of
TIA Section 310(b), the Trustee and the Company shall comply with the provisions
of TIA Section 310(b); provided, however, that there shall be excluded from the
operation of TIA Section 310(b)(1) any indenture or indentures under which other
securities or certificates of interest or participation in other securities of
the Company are outstanding if the requirements for such exclusion set forth in
TIA Section 310(b)(1) are met. If at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section 8.10, the Trustee
shall resign immediately in the manner and with the effect hereinbefore
specified in this Article Eight. The provisions of TIA Section 310 shall apply
to the Company and any other obligor of the Notes.

SECTION 8.11.     Preferential Collection of Claims Against the Company.

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

                                      -45-

<PAGE>

                                  ARTICLE NINE

                       DISCHARGE OF INDENTURE; DEFEASANCE

SECTION 9.01.     Termination of the Company's Obligations.

                  The Company may terminate its obligations under the Notes and
this Indenture as well as the obligations of the Guarantors under their
respective Guarantees, except those obligations referred to in the penultimate
paragraph of this Section 9.01, if :

                  (i)      either (a) all the Notes theretofore authenticated
         and delivered (except lost, stolen or destroyed Notes which have been
         replaced or paid and Notes for whose payment money has theretofore been
         deposited in trust or segregated and held in trust by the Company and
         thereafter repaid to the Company or discharged from such trust) have
         been delivered to the Trustee for cancellation or (b) all Notes not
         theretofore delivered to the Trustee for cancellation have become due
         and payable or have been called for redemption and the Company has
         irrevocably deposited or caused to be deposited with the Trustee funds
         in an amount sufficient to pay and discharge the entire Indebtedness on
         the Notes not theretofore delivered to the Trustee for cancellation,
         for principal of, premium, if any, and interest on the Notes to the
         date of deposit together with irrevocable instructions from the Company
         directing the Trustee to apply such funds to the payment thereof at
         maturity or redemption, as the case may be;

                  (ii)     the Company has paid all other sums payable under
         this Indenture by the Company; and

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

                  Notwithstanding the first paragraph of this Section 9.01, the
Company's obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 8.07, 8.08, 9.05
and 9.06 shall survive until the Notes are no longer outstanding. After the
Notes are no longer outstanding, the Company's obligations in Sections 8.07,
8.08, 9.05 and 9.06 shall survive.

                  After such delivery or irrevocable deposit, the Trustee upon
request shall acknowledge in writing the discharge of the Company's and
Guarantors' obligations under the Notes, the Guarantees and this Indenture
except for those surviving obligations specified above.

SECTION 9.02.     Legal Defeasance and Covenant Defeasance

                  (a)      The Company may terminate its obligations in respect
         of the Notes by delivering all outstanding Notes to the Trustee for
         cancellation and paying all sums payable by it on account of principal
         of and interest on all Notes or otherwise. In addition to the
         foregoing, the Company may, at its option, at any time elect to have
         either paragraph (b) or (c) below be applied to all outstanding Notes,
         subject in either case to compliance with the conditions set forth in
         Section 9.03.

                  (b)      Upon the Company's exercise under paragraph (a)
         hereof of the option applicable to this paragraph (b), the Company
         shall, subject to the satisfaction of the conditions set forth in
         Section 9.03, be deemed to have paid and discharged the entire
         indebtedness represented by the outstanding Notes and shall be deemed
         to be discharged from all obligations with respect to the Notes, except
         for (i) the rights of Holders to receive payments in respect of the
         principal of, premium, if any, and interest on the Notes when such
         payments are due, (ii) the Company's obligations with respect to the
         Notes under Sections 2.03 through 2.07, inclusive, 4.02 and 4.16, (iii)
         the rights, powers, trust, duties and immunities of the Trustee under
         this Indenture and the Company's obligations in connection therewith
         and (iv) Article Nine of this Indenture (hereinafter, "Legal
         Defeasance"). Subject to

                                      -46-

<PAGE>

         compliance with this Article Nine, the Company may exercise its option
         under this paragraph (b) notwithstanding the prior exercise of its
         option under paragraph (c) hereof.

                  (c)      Upon the Company's exercise under paragraph (a)
hereof of the option applicable to this paragraph (c), the Company shall,
subject to the satisfaction of the conditions set forth in Section 9.03, be
released from its obligations under the covenants contained in Sections 4.03
through 4.15, inclusive, and Article Five with respect to the outstanding Notes
(hereinafter, "Covenant Defeasance") and thereafter any omission to comply with
such obligations shall not constitute a Default or an Event of Default with
respect to the Notes. In addition, upon the Company's exercise under paragraph
(a) hereof of the option applicable to this paragraph (c), subject to the
satisfaction of the conditions set forth in Section 9.03, any failure or
omission to comply with such obligations shall not constitute a Default or Event
of Default with respect to the Notes.

SECTION 9.03.     Conditions to Legal Defeasance or Covenant Defeasance.

                  In order to exercise either Legal Defeasance pursuant to
Section 9.02(b) or Covenant Defeasance pursuant to Section 9.02(c):

                  (a)      the Company must irrevocably deposit or cause to be
         deposited with the Trustee, in trust, for the benefit of the Holders,
         cash in U.S. legal tender or United States 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 on
         the Notes on the stated date for payment thereof or on the applicable
         redemption date, as the case may be;

                  (b)      the Company shall have delivered to the Trustee an
         Opinion of Counsel in the United States reasonably acceptable to the
         Trustee or a private letter ruling issued to the Company by the
         Internal Revenue Service to the effect that the Holders of Notes will
         not recognize income, gain or loss for federal income tax purposes as a
         result of the deposit and related 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 option had not been
         exercised and, in the case of an Opinion of Counsel furnished in
         connection with a Legal Defeasance, accompanied by a private letter
         ruling issued to the Company by the Internal Revenue Service to such
         effect;

                  (c)      no Default or Event of Default shall have occurred
         and be continuing on the date of such deposit (other than a Default or
         Event of Default resulting from the borrowing of funds to be applied to
         such deposit);

                  (d)      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 loan 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;

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

                  (f)      the Company shall have delivered to the Trustee an
         Opinion of Counsel to the effect that assuming no intervening
         bankruptcy or insolvency of the Company between the date of deposit and
         the 91st day following the deposit and that no Holder is an insider of
         the Company, after the 91st day following the deposit, the trust funds
         will not be subject to the effect of any applicable bankruptcy,
         insolvency, reorganization or similar law affecting creditors' rights
         generally.

                  Notwithstanding the foregoing, the Opinion of Counsel required
by clause (b) above need not be delivered if all Notes not theretofore delivered
to the Trustee for cancellation (x) have become due and payable, (y) will become
due and payable on the Final Maturity Date within one year or (z) are to be
called for redemption

                                      -47-

<PAGE>

within one year under arrangements satisfactory to the Trustee for the giving of
notice of redemption by the Trustee in the name, and at the expense, of the
Company.

SECTION 9.04.     Application of Trust Money; Trustee Acknowledgment and
                  Indemnity.

                  The Trustee shall hold in trust money or United States
Government Obligations deposited with it pursuant to this Article Nine, and
shall apply the deposited money and the money from United States Government
Obligations in accordance with this Indenture solely to the payment of principal
of and interest on the Notes.

                  After such delivery or irrevocable deposit and delivery of any
required Officers' Certificate or Opinion of Counsel, the Trustee upon request
shall acknowledge in writing the discharge of the Company's obligations under
the Notes and this Indenture except for those surviving obligations specified
above.

                  The Company shall pay and indemnify the Trustee against any
tax, fee or other charge imposed on or assessed against the United States
Government Obligations deposited pursuant to this Article Nine 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 9.05.     Repayment to Company.

                  Subject to Sections 8.07 and 9.04, the Trustee and the Paying
Agent shall promptly pay to the Company upon written request any excess money
held by them at any time. The Trustee and the Paying Agent shall promptly pay to
the Company any money held by it for the payment of principal or interest that
remains unclaimed for one year; provided, however, that the Trustee or such
Paying Agent before being required to make any payment may at the expense of the
Company cause to be published once in a newspaper of general circulation in the
City of New York or mail to each Holder entitled to such money notice that such
money remains unclaimed and that, after a date specified therein which shall be
at least 30 days from the date of such publication or mailing, any unclaimed
balance of such money then remaining shall be repaid to the Company. After
payment to the Company, Holders entitled to money must look solely to the
Company for payment as general creditors unless an applicable abandoned property
law designates another person and all liability of the Trustee or Paying Agent
with respect to such money shall thereupon cease.

SECTION 9.06.     Reinstatement.

                  If the Trustee or Paying Agent is unable to apply any money or
United States Government Obligations by reason of any legal proceeding or by
reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, the Company's
obligations under this Indenture and the Notes shall be revived and reinstated
as though no deposit had occurred pursuant to Section 9.03 until such time as
the Trustee or Paying Agent is permitted to apply all such money or United
States Government Obligations in accordance with Section 9.03; provided,
however, that if the Company has made any payment of interest on or principal of
any Notes because of the reinstatement of its obligations, the Company shall be
subrogated to the rights of the Holders of such Notes to receive such payment
from the money or United States Government Obligations held by the Trustee or
Paying Agent.

                                      -48-

<PAGE>

                                  ARTICLE TEN

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

SECTION 10.01.    Without Consent of Holders.

                  The Company and the Guarantors, if any, when authorized by a
resolution of the Board of Directors, and the Trustee may amend or supplement
this Indenture or the Notes without notice to or consent of any Holder:

                  (a)      to cure any ambiguity, defect or inconsistency;
         provided, however, that such amendment or supplement does not adversely
         affect the rights of any Holder in any material respect;

                  (b)      to effect the assumption by a successor Person of all
         obligations of the Company under the Notes and this Indenture in
         connection with any transaction complying with Article Five of this
         Indenture;

                  (c)      to provide for uncertificated Notes in addition to or
         in place of certificated Notes;

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

                  (e)      to make any change that would provide any additional
         benefit or rights to the Holders;

                  (f)      to make any other change that does not adversely
         affect the rights of any Holder in any material respect under this
         Indenture;

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

                  (h)      to add a Guarantor in accordance with Section 4.05 or
         otherwise;

provided, however, that the Company has delivered to the Trustee an Opinion of
Counsel stating that such amendment or supplement complies with the provisions
of this Section 10.01.

SECTION 10.02.    With Consent of Holders.

                  Subject to Section 6.07, the Company and the Guarantors, if
any, when authorized by a Board Resolution, and the Trustee may modify, amend or
supplement, or waive compliance by the Company with any provision of, this
Indenture or the Notes with the written consent of the Holders of at least a
majority in principal amount of the outstanding Notes. However, without the
consent of each Holder affected, no such modification, amendment, supplement or
waiver, including a waiver pursuant to Section 6.04, may:

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

                  (b)      reduce the principal of or change the Stated Maturity
         of any Note or alter the provisions with respect to the repurchase or
         redemption of the Notes;

                  (c)      reduce the rate of or change the time for payment of
         interest on any Note;

                                      -49-

<PAGE>

                  (d)      make any Note payable in money other than that stated
         in the Notes or this Indenture;

                  (e)      make any change in the provisions of this Indenture
         protecting the rights of each holder of a Note to receive payment of
         principal of or premium, if any, or interest on such Note on or after
         the due date thereof, or to bring suit to enforce such payment or
         permitting holders of a majority in principal amount of the Notes to
         waive a Default or Event of Default;

                  (f)      cause the Notes or the Guarantees, if any, to become
         subordinated to any other Indebtedness or to otherwise modify or change
         the provision of this Indenture or the related definitions affecting
         the ranking of the Notes or the Guarantees, if any, in a manner which
         adversely affects the holders of the Notes; or

                  (g)      after the Company's obligation to purchase the Notes
         arises under Section 4.08, 4.15 or 4.18, amend, modify or change the
         obligation of the Company to make or consummate a Change of Control
         Offer, Net Proceeds Offer or Excess Cash Balance Offer, waive any
         default in the performance thereof or modify any of the provisions or
         definitions with respect to any such offers.

                  It shall not be necessary for the consent of the Holders under
this Section 10.02 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
10.02 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 amendment, supplement or
waiver.

SECTION 10.03.    Compliance with Trust Indenture Act.

                  Every amendment to or supplement of this Indenture or the
Notes shall comply with the TIA as then in effect.

SECTION 10.04.    Record Date for Consents and Effect of Consents.

                  Until an amendment, supplement or, waiver 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. Subject to the following paragraph, any such Holder or subsequent Holder
may revoke the consent as to such Holder's Note or portion of a Note by notice
to the Trustee or the Company received 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 (at which time such amendment,
supplement or waiver shall become effective).

                  The Company may, but shall not be obligated to, fix a record
date for the purpose of determining the Holders of Notes entitled to consent to
any amendment, supplement or waiver. If a record date is fixed, then those
persons who were Holders of Notes at such record date (or their duly designated
proxies), and only those persons, shall be entitled to consent to such
amendment, supplement or waiver or to revoke any consent previously given,
whether or not such persons continue to be Holders of such Notes after such
record date. No such consent shall be valid or effective for more than 120 days
after such record date. The Trustee is entitled to rely upon any electronic
instruction from beneficial owners to the Holders of any Global Note.

                  After an amendment, supplement or waiver becomes effective, it
shall bind every Holder, unless it makes a change described in any of clauses
(a) through (g) of Section 10.02. In that case the amendment,

                                      -50-

<PAGE>

supplement or waiver shall bind 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.

SECTION 10.05.    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. 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 determine, the Company in exchange for the Note shall issue and the
Trustee shall authenticate a new Note that reflects the changed terms. Failure
to make the appropriate notation or issue a new Note shall not affect the
validity and effect of such amendment, supplement or waiver.

SECTION 10.06.    Trustee To Sign Amendments, etc.

                  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 Ten is
authorized or permitted by this Indenture and that such amendment, supplement or
waiver constitutes the legal, valid and binding obligation of the Company,
enforceable in accordance with its terms (subject to customary exceptions). 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 or otherwise.

                                 ARTICLE ELEVEN

                                    GUARANTEE

SECTION 11.01.    Unconditional Guarantee.

                  Each Person who is or becomes a Guarantor pursuant to Section
4.05 of this Indenture shall hereby unconditionally, jointly and severally,
guarantee (each, a "Guarantee") to each Holder of a Note (including any
Additional Notes upon issuance in accordance with Section 2.17) authenticated by
the Trustee and to the Trustee and its successors and assigns that the principal
of and interest on such Notes will be promptly paid in full when due, subject to
any applicable grace period, whether at maturity, by acceleration or otherwise,
and interest on the overdue principal of and interest on any overdue interest on
such Notes, if any, if lawful, and all other obligations of the Company to the
Holders or the Trustee hereunder or under such Notes will be promptly paid in
full or performed, all in accordance with the terms hereof and thereof; subject,
however, to the limitations set forth in Section 11.04. Each Guarantor hereby
agrees that its obligations hereunder shall be unconditional, irrespective of
the validity, regularity or enforceability of the Notes (including any
Additional Notes upon issuance in accordance with Section 2.17) or this
Indenture, the absence of any action to enforce the same, any waiver or consent
by any Holder of such Notes with respect to any provisions hereof or thereof,
the recovery of any judgment against the Company, any action to enforce the same
or any other circumstance which might otherwise constitute a legal or equitable
discharge or defense of a Guarantor. Each Guarantor hereby waives diligence,
presentment, demand of payment, filing of claims with a court in the event of
insolvency or bankruptcy of the Company, any right to require a proceeding first
against the Company, protest, notice and all demands whatsoever and covenants
that the Guarantee will not be discharged except by complete performance of the
obligations contained in the Notes (including any Additional Notes upon issuance
in accordance with Section 2.17), this Indenture, and this Guarantee. If any
Holder or the Trustee is required by any court or otherwise to return to the
Company, any Guarantor, or any Custodian acting in relation to the Company or
any Guarantor, any amount paid by the Company or any Guarantor to the Trustee or
such Holder, this Guarantee, to the extent theretofore discharged, shall be
reinstated in full force and effect. Each Guarantor further agrees that, as
between each Guarantor, on the one hand, and the Holders and the Trustee, on the
other hand, (x) the maturity of the obligations guaranteed hereby may be
accelerated as provided in

                                      -51-

<PAGE>

Article Six for the purpose of this Guarantee, notwithstanding any stay,
injunction or other prohibition preventing such acceleration in respect of the
obligations guaranteed hereby, and (y) in the event of any acceleration of such
obligations as provided in Article Six, such obligations (whether or not due and
payable) shall forth become due and payable by each Guarantor for the purpose of
this Guarantee.

SECTION 11.02.    Severability.

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

SECTION 11.03.    Release of a Guarantor.

                  If (i) the Notes are defeased in accordance with the terms of
this Indenture, (ii) subject to the requirements of Section 5.01, if applicable,
all or substantially all of the assets of any Guarantor or all of the equity
interests of any Guarantor are sold (including by issuance or otherwise) by the
Company in a transaction constituting an Asset Sale and (x) the Net Cash
Proceeds from such Asset Sale are used in accordance with Section 4.08 or (y)
the Company delivers to the Trustee an Officers' Certificate to the effect that
the Net Cash Proceeds from such Asset Sale shall be used in accordance with
Section 4.08 or (iii) such Guarantor is designated as an Unrestricted
Subsidiary, then each Guarantor (in the case of defeasance) or such Guarantor
(in the event of a sale or other disposition of all of the assets or the equity
interests of such Guarantor or designation of such Guarantor as an Unrestricted
Subsidiary) or the corporation acquiring such assets (in the event of a sale or
other disposition of all or substantially all of the assets of such Guarantor)
shall be released and discharged from all obligations under this Article Eleven
without any further action required on the part of the Trustee or any Holder.
The Trustee shall, at the sole cost and expense of the Company and upon receipt
at the reasonable request of the Trustee of an Opinion of Counsel that the
provisions of this Section 11.03 have been complied with, deliver an appropriate
instrument evidencing such release upon receipt of a request by the Company
accompanied by an Officers' Certificate certifying as to the compliance with
this Section 11.03. Any Guarantor not so released remains liable for the full
amount of principal of and interest on the Notes and the other obligations of
the Company hereunder as provided in this Article Eleven.

SECTION 11.04.    Limitation of Guarantor's Liability.

                  Each Guarantor, and by its acceptance hereof each Holder and
the Trustee, hereby confirms that it is the intention of all such parties that
the guarantee by such Guarantor pursuant to its Guarantee not constitute a
fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform
Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar
U.S. Federal or state or other applicable law. To effectuate the foregoing
intention, the Holders and each Guarantor hereby irrevocably agree that the
obligations of each Guarantor under its Guarantee shall be limited to the
maximum amount as will, after giving effect to all other contingent and fixed
liabilities of such Guarantor and after giving effect to any collections from or
payments made by or on behalf of any other Guarantor in respect of the
obligations of such other Guarantor under its Guarantee or pursuant to Section
11.05, result in the obligations of such Guarantor under its Guarantee not
constituting such a fraudulent transfer or conveyance.

SECTION 11.05.    Contribution.

                  In order to provide for just and equitable contribution among
the Guarantors, the Guarantors agree, inter se, that in the event any payment or
distribution is made by any Guarantor (a "Funding Guarantor") under the
Guarantee, such Funding Guarantor shall be entitled to a contribution from all
other Guarantors in a pro rata amount, based on the net assets of each Guarantor
(including the Funding Guarantor), determined in accordance with GAAP, subject
to Section 11.04, for all payments, damages and expenses incurred by such
Funding Guarantor in discharging the Company's obligations with respect to the
Notes or any other Guarantor's obligations with respect to the Guarantee.

                                      -52-

<PAGE>

SECTION 11.06.    Subordination of Subrogation and Other Rights.

                  Each Guarantor hereby agrees that any claim against the
Company that arises from the payment, performance or enforcement of such
Guarantor's obligations under its Guarantee or this Indenture, including,
without limitation, any right of subrogation, shall be subject and subordinate
to, and no payment with respect to any such claim of such Guarantor shall be
made before, the payment in full in cash of all outstanding Notes in accordance
with the provisions provided therefor in this Indenture.

                                 ARTICLE TWELVE

                             [INTENTIONALLY OMITTED]

                                ARTICLE THIRTEEN

                                  MISCELLANEOUS

SECTION 13.01.    Trust Indenture Act Controls.

                  This Indenture is subject to the provisions of the TIA that
are required to be a part of this Indenture, and shall, to the extent
applicable, be governed by such provisions. If any provision of this Indenture
modifies any TIA provision that may be so modified, such TIA provision shall be
deemed to apply to this Indenture as so modified. If any provision of this
Indenture excludes any TIA provision that may be so excluded, such TIA provision
shall be excluded from this Indenture.

                  The provisions of TIA Sections 310 through 317 that impose
duties on any Person (including the provisions automatically deemed included
unless expressly excluded by this Indenture) are a part of and govern this
Indenture, whether or not physically contained herein.

SECTION 13.02.    Notices.

                  Any notice or communication shall be sufficiently given if in
writing and delivered in person, by facsimile and confirmed by overnight
courier, or mailed by first-class mail addressed as follows:

                  if to the Company or a Guarantor:

                  COOPERATIVE COMPUTING, INC.
                  804 Las Cimas Parkway
                  Suite 200
                  Austin, TX 78746

                  Attention: Michael A. Aviles

                  Facsimile: (516) 278-5740
                  Telephone: (516) 330-9273

                                      -53-

<PAGE>

                  if to the Trustee:

                  WELLS FARGO BANK MINNESOTA, N.A.
                  MAC N9303-110
                  Sixth and Marquette Avenue
                  Minneapolis, MN 55479

                  Attention: Michael G. Slade

                  Facsimile: 612-667-2160
                  Telephone: 612-667-0266

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

                  Any notice or communication mailed, first-class, postage
prepaid, to a Holder including any notice delivered in connection with TIA
Section 310(b), TIA Section 313(c), TIA Section 314(a) and TIA Section 315(b),
shall be mailed to him at his address as set forth on the Register and shall be
sufficiently given to him if so mailed within the time prescribed. To the extent
required by the TIA, any notice or communication shall also be mailed to any
Person described in TIA Section 313(c).

                  Failure to mail a notice or communication to a Holder or any
defect in it shall not affect its sufficiency with respect to other Holders.
Except for a notice to the Trustee, which is deemed given only when received, if
a notice or communication is mailed in the manner provided above, it is duly
given, whether or not the addressee receives it.

SECTION 13.03.    Communications by Holders with Other Holders.

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

SECTION 13.04.    Certificate and Opinion as to Conditions Precedent.

                  Upon any request or application by the Company to the Trustee
to take or refrain from taking any action under this Indenture, the Company
shall furnish to the Trustee at the request of the Trustee:

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

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

                  Each certificate 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
         has read such covenant or condition;

                                      -54-

<PAGE>

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

                  (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 complied with; and

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

SECTION 13.06.    Rules by Trustee, Paying Agent, Registrar.

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

SECTION 13.07.    Governing Law.

                  THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THIS INDENTURE,
THE NOTES AND THE GUARANTEES WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW TO
THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE
REQUIRED THEREBY.

SECTION 13.08.    No Recourse Against Others.

                  No director, officer, employee, incorporator or stockholder of
the Company or any Guarantor, as such, shall have any liability for any
obligations of the Company or any Guarantor under the Notes or the Guarantees,
as the case may be, or this Indenture or for any claim based on, in respect of,
or by reason of, such obligations or their creation. Each Holder by accepting a
Note waives and releases all such liability. The waiver and release are part of
the consideration for the issuance of the Notes and the Guarantees.

SECTION 13.09.    Successors.

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

SECTION 13.10.    Counterpart Originals.

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

SECTION 13.11.    Severability.

                  In case any provision in this Indenture, in the Notes or in
the Guarantees shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby, and a Holder shall have no claim therefor against
any party hereto.

SECTION 13.12.    No Adverse Interpretation of Other Agreements.

                  This Indenture may not be used to interpret another indenture,
loan or debt agreement of the Company or a Subsidiary of the Company. Any such
indenture, loan or debt agreement may not be used to interpret this Indenture.

                                      -55-

<PAGE>

SECTION 13.13.    Legal Holidays.

                  If a payment date is not a Business Day at a place of payment,
payment may be made at that place on the next succeeding Business Day.

                            [Signature Pages Follow]

                                      -56-

<PAGE>


                                   SIGNATURES

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

                                    COOPERATIVE COMPUTING, INC.

                                    By: /s/ Greg Petersen
                                        ----------------------------------------
                                        Name:  Greg Petersen
                                        Title: Senior Vice President

                                    TRIAD SYSTEMS FINANCIAL
                                       CORPORATION
                                    TRIAD DATA CORPORATION
                                    CCI/TRIAD GEM, INC.
                                    TRIAD SYSTEMS CORPORATION
                                    CCI/ARD, INC.

                                    By: /s/ Greg Petersen
                                        ----------------------------------------
                                        Name:  Greg Petersen
                                        Title: Vice President

                                    WELLS FARGO BANK MINNESOTA, N.A., as Trustee

                                    By: /s/ Michael G. Slade
                                        ----------------------------------------
                                        Name:  Michael G. Slade
                                        Title: Corporate Trust Officer

                                      S-1

<PAGE>

                                                                       EXHIBIT A

                             [FORM OF SERIES A NOTE]

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

                  THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES TO
OFFER, SELL OR OTHERWISE TRANSFER SUCH NOTE, PRIOR TO THE DATE (THE "RESALE
RESTRICTION TERMINATION DATE") WHICH IS TWO YEARS AFTER THE LATER OF THE
ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY
AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF SUCH
NOTE), ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT THAT
HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE
NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY
BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING
MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR
OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE
SECURITIES ACT, (E) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING
OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS ACQUIRING
THE NOTE FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL
ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE NOTES OF
$250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN
CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (F)
PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT, SUBJECT TO THE ISSUERS' AND THE TRUSTEE'S RIGHT PRIOR TO ANY
SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (E) OR (F) TO REQUIRE THE
DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION
SATISFACTORY TO EACH OF THEM AND, IN THE CASE OF THE FOREGOING CLAUSE (E), A
CERTIFICATE OF TRANSFER IN THE FORM OF EXHIBIT E TO THE INDENTURE APPEARING ON
THE OTHER SIDE OF THIS NOTE COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE
ISSUERS AND THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE
HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.

                                      A-1

<PAGE>

                           COOPERATIVE COMPUTING, INC.

                     10 1/2% Senior Note due 2011, Series A

                                                                CUSIP No. [    ]

No. ___

                  COOPERATIVE COMPUTING, INC., a Delaware corporation (the
"Company", which term includes any successor corporation), for value received,
promises to pay to CEDE & Co. or registered assigns the principal sum of Dollars
($ ), on June 15, 2011.

                  Interest Payment Dates: June 15 and December 15, commencing on
________________________,_______________.

                  Interest Record Dates: June 1 and December 1.

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

                  IN WITNESS WHEREOF, the Company has caused this Note to be
signed manually or by facsimile by its duly authorized officers.

                                    COOPERATIVE COMPUTING, INC.

                                    By:________________________
                                       Name:
                                       Title:

                [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]

                  This is one of the 10 1/2% Senior Notes due 2011, Series A,
described in the within-mentioned Indenture.

Dated:

                                    WELLS FARGO BANK MINNESOTA, N.A., as Trustee

                                    By:_________________________________________
                                       Authorized Signatory

                                       A-2

<PAGE>

                                (REVERSE OF NOTE)

                           COOPERATIVE COMPUTING, INC.

                     10 1/2% Senior Note due 2011, Series A

1.       Interest.

                  COOPERATIVE COMPUTING, INC., a Delaware Corporation (the
"Company"), promises to pay interest on the principal amount of this Note at the
rate per annum shown above. Cash interest on the Notes will accrue from the most
recent date to which interest has been paid or, if no interest has been paid,
from , . The Company will pay interest semi-annually in arrears on each Interest
Payment Date, commencing on , . Interest will be computed on the basis of a
360-day year of twelve 30-day months.

                  The Company shall pay interest on overdue principal from time
to time on demand and on overdue installments of interest (without regard to any
applicable grace periods) to the extent lawful from time to time on demand, in
each case at the rate borne by the Notes.

2.       Method of Payment.

                  The Company shall pay interest on the Notes (except defaulted
interest) to the persons who are the registered Holders at the close of business
on the Interest Record Date immediately preceding the Interest Payment Date even
if the Notes are canceled on registration of transfer or registration of
exchange after such Interest Record Date. Holders must surrender Notes to a
Paying Agent to collect principal payments. The Company shall pay principal and
interest in money of the United States that at the time of payment is legal
tender for payment of public and private debts ("U.S. Legal Tender"). However,
the Company may pay principal and interest by wire transfer of Federal funds
(provided that the Paying Agent shall have received wire instructions on or
prior to the relevant Interest Record Date), or interest by check payable in
such U.S. Legal Tender. The Company may deliver any such interest payment to the
Paying Agent or to a Holder at the Holder's registered address.

3.       Paying Agent and Registrar.

                  Initially, WELLS FARGO BANK MINNESOTA, N.A. (the "Trustee")
will act as Paying Agent and Registrar. The Company may change any Paying Agent
or Registrar without notice to the Holders. The Company may, subject to certain
exceptions, act as Registrar.

4.       Indenture.

                  The Company issued the Notes under an Indenture, dated as of
June 27, 2003 (the "Indenture"), by and between the Company and the Trustee.
Capitalized terms herein are used as defined in the Indenture unless otherwise
defined herein. This Note is one of a duly authorized issue of Notes of the
Company designated as its 10 1/2% Senior Notes due 2011, Series A (the "Initial
Notes"), which may be issued under the Indenture. The Company shall be entitled
to issue Additional Notes (as defined in the Indenture) pursuant to Section 2.17
of the Indenture. The Notes include the Initial Notes, the Private Exchange
Notes (as defined in the Indenture), the Unrestricted Notes (as defined in the
Indenture) and the Additional Notes. All Notes issued under the Indenture are
treated as a single class of securities under the Indenture. The terms of the
Notes include those stated in the Indenture and those made part of the Indenture
by reference to the Trust Indenture Act of 1939 (15 U.S.C. Sections
77aaa-77bbbb) (the "TIA"), as in effect on the date of the Indenture (except as
otherwise indicated in the Indenture) until such time as the Indenture is
qualified under the TIA, and thereafter as in effect on the date on which the
Indenture is qualified under the TIA. Notwithstanding anything to the contrary
herein, the Notes are subject to all such terms, and holders of Notes are
referred to the Indenture and the TIA for a statement of them. The Notes are
general unsecured obligations of the Company.

                                       A-3

<PAGE>

5.       Optional Redemption.

                  (a)      The Notes will be redeemable at the option of the
Company, in whole or in part, at any time on or after June 15, 2007, at the
redemption prices (expressed as a percentage of principal amount) set forth
below, plus accrued and unpaid interest thereon, if any, to the Redemption Date
(subject to the right of holders of record on the relevant Interest Record Date
to receive interest due on the relevant Interest Payment Date) if redeemed
during the 12-month period commencing on June 15 of the years indicated below:

<TABLE>
<CAPTION>
Year                                                    Percentage
----                                                    ----------
<S>                                                     <C>
2007........................................             105.250%
2008........................................             103.500%
2009........................................             101.750%
2010 and thereafter.........................             100.000%
</TABLE>

                  (b)      Prior to June 15, 2006, the Company may, at its
option, use the net cash proceeds of one or more Equity Offerings to redeem up
to 35% of the principal amount of the Notes (calculated after giving effect to
any issuance of Additional Notes) at a redemption price equal to 110.500% of the
principal amount thereof plus accrued and unpaid interest to the Redemption
Date; provided, however, that after any such redemption, at least 65% of the
aggregate principal amount of the Notes (calculated after giving effect to any
issuance of Additional Notes) would remain outstanding immediately after giving
effect to such redemption. Any such redemption will be required to occur on or
prior to the date that is one year after the receipt by the Company of the
proceeds of an Equity Offering. The Company shall effect such redemption on a
pro rata basis.

6.       Notice of Redemption.

                  Notice of redemption will be mailed by first-class mail at
least 30 days but not more than 60 days before the Redemption Date to each
Holder of Notes to be redeemed at its registered address. The Trustee may select
for redemption portions of the principal amount of Notes that have denominations
equal to or larger than $1,000 principal amount. Notes and portions of them the
Trustee so selects shall be in amounts of $1,000 principal amount or integral
multiples thereof.

                  If any Note is to be redeemed in part only, the notice of
redemption that relates to such Note shall state the portion of the principal
amount thereof to be redeemed. A new Note in a principal amount equal to the
unredeemed portion thereof will be issued in the name of the Holder thereof upon
cancellation of the original Note. On and after the Redemption Date, interest
will cease to accrue on Notes or portions thereof called for redemption so long
as the Company has deposited with the Paying Agent for the Notes funds in
satisfaction of the redemption price pursuant to the Indenture and the Paying
Agent is not prohibited from paying such funds to the Holders pursuant to the
terms of the Indenture.

7.       Change of Control Offer.

                  Following the occurrence of a Change of Control (the date of
such occurrence being the "Change of Control Date"), the Company shall, within
30 days after the Change of Control Date, be required to offer to purchase all
Notes then outstanding at a purchase price in cash equal to 101% of the
aggregate principal amount thereof, plus accrued and unpaid interest thereon, if
any, to the date of such purchase (subject to the right of Holders of record on
the relevant Interest Record Date to receive interest due on the relevant
Interest Payment Date).

8.       Limitation on Disposition of Assets.

                  The Company is, subject to certain conditions and certain
exceptions, obligated to offer to purchase the Notes at a purchase price equal
to 100% of the principal amount thereof, plus accrued and unpaid interest
thereon, if any, to the date of such purchase (subject to the right of Holders
of record on the relevant Interest Record Date to receive interest due on the
relevant Interest Payment Date) with the proceeds of certain asset dispositions.

                                       A-4

<PAGE>

9.       Excess Cash Balance Repurchase Offer.

                  The Company is, subject to certain conditions and certain
exceptions, obligated to offer to purchase the Notes at a purchase price equal
to 101% of the principal amount thereof, plus accrued and unpaid interest
thereon, to the date of purchase (subject to the right of Holders of record on
the relevant Interest Record Date to receive interest due on the relevant
Interest Payment Date) when the Company's and its Restricted Subsidiaries' daily
balance of cash and Cash Equivalents for each day in any 180 consecutive day
period is in excess of $30.0 million. The amount of the Notes that the Company
shall be required to offer to purchase will equal (i) the average of the daily
balance of cash and Cash Equivalents of the Company and its Restricted
Subsidiaries for all days in such 180 consecutive day period less (ii) $20.0
million.

10.      Denominations; Transfer; Exchange.

                  The Notes are in registered form, without coupons, in
denominations of $1,000 and integral multiples of $1,000. A Holder shall
register the transfer of or exchange Notes in accordance with the Indenture. The
Registrar may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and to pay certain transfer taxes or similar
governmental charges payable in connection therewith as permitted by the
Indenture. The Registrar need not register the transfer of or exchange any Notes
or portions thereof selected for redemption, except the unredeemed portion of
any security being redeemed in part.

11.      Persons Deemed Owners.

                  The registered Holder of a Note shall be treated as the owner
of it for all purposes.

12.      Unclaimed Funds.

                  If funds for the payment of principal or interest remain
unclaimed for one year, the Trustee and the Paying Agent will repay the funds to
the Company at their written request. After that, all liability of the Trustee
and such Paying Agent with respect to such funds shall cease.

13.      Legal Defeasance and Covenant Defeasance.

                  The Company and the Guarantors may be discharged from their
obligations under the Indenture, the Notes and the Guarantees, except for
certain provisions thereof, and may be discharged from obligations to comply
with certain covenants contained in the Indenture, the Notes and the Guarantees,
in each case upon satisfaction of certain conditions specified in the Indenture.

14.      Amendment; Supplement; Waiver.

                  Subject to certain exceptions, the Indenture, the Notes and
the Guarantees may be amended or supplemented with the written consent of the
Holders of at least a majority in aggregate principal amount of the Notes then
outstanding, and any existing Default or Event of Default or compliance with any
provision may be waived with the consent of the Holders of a majority in
aggregate principal amount of the Notes then outstanding. Without notice to or
consent of any Holder, the parties thereto may amend or supplement the
Indenture, the Notes and the Guarantees to, among other things, cure any
ambiguity, defect or inconsistency, provide for uncertificated Notes in addition
to or in place of certificated Notes or comply with any requirements of the SEC
in connection with the qualification of the Indenture under the TIA, or make any
other change that does not materially adversely affect the rights of any Holder
of a Note.

15.      Restrictive Covenants.

                  The Indenture contains certain covenants that, among other
things, limit the ability of the Company and its Subsidiaries to make restricted
payments, to incur indebtedness, to sell assets, to permit restrictions on
dividends and other payments by Subsidiaries to the Company, to consolidate,
merge or sell all or substantially all of its assets and to engage in
transactions with Affiliates. The limitations are subject to a number of

                                       A-5

<PAGE>

important qualifications and exceptions. The Company must report annually to the
Trustee on compliance with such limitations.

16.      Defaults and Remedies.

                  If an Event of Default occurs and is continuing, the Trustee
or the Holders of at least 25% in aggregate principal amount of Notes then
outstanding may declare all the Notes to be due and payable immediately in the
manner and with the effect provided in the Indenture. Holders of Notes may not
enforce the Indenture, the Notes or the Guarantees except as provided in the
Indenture. The Trustee is not obligated to enforce the Indenture, the Notes or
the Guarantees unless it has received indemnity satisfactory to it. The
Indenture permits, subject to certain limitations therein provided, Holders of a
majority in aggregate principal amount of the Notes then outstanding to direct
the Trustee in its exercise of any trust or power. The Trustee may withhold from
Holders of Notes notice of certain continuing Defaults or Events of Default if
it determines that withholding notice is in their interest.

17.      Trustee Dealings with Company and Guarantors.

                  The Trustee under the Indenture, in its individual or any
other capacity, may become the owner or pledgee of Notes and may otherwise deal
with the Company, the Guarantors, their respective Subsidiaries or their
respective Affiliates as if it were not the Trustee.

18.      No Recourse Against Others.

                  No director, officer, employee, incorporator or stockholder of
the Company or any Guarantor, as such, shall have any liability for any
obligations of the Company or any Guarantor under the Notes or the Guarantees,
as the case may be, or the Indenture or for any claim based on, in respect of,
or by reason of, such obligations or their creation. Each Holder by accepting a
Note waives and releases all such liability. The waiver and release are part of
the consideration for the issuance of the Notes and the Guarantees.

19.      Authentication.

                  This Note shall not be valid until the Trustee or
authenticating agent signs the certificate of authentication on this Note.

20.      Abbreviations and Defined Terms.

                  Customary abbreviations may be used in the name of a Holder of
a Note 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).

21.      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 as a convenience to the Holders of the Notes. No
representation is made as to the accuracy of such numbers as printed on the
Notes and reliance may be placed only on the other identification numbers
printed hereon.

22.      Registration Rights.

                  Pursuant to the Registration Rights Agreement, the Company and
the Guarantors will be obligated to consummate an exchange offer pursuant to
which the Holder of this Note shall have the right to exchange this Note for a
10 1/2% Senior Note due 2011 of the Company which has been registered under the
Securities Act, in like principal amount and having terms identical in all
material respects to the Initial Notes. The Holders shall be entitled to receive
certain liquidated damages payments in the event such exchange offer is not

                                       A-6

<PAGE>

consummated and upon certain other conditions, all pursuant to and in accordance
with the terms of the Registration Rights Agreement.

23.      Governing Law.

                  The laws of the State of New York shall govern the Indenture,
this Note and any Guarantee thereof without regard to principles of conflicts of
laws to the extent that the application of the laws of another jurisdiction
would be required thereby.

                                       A-7

<PAGE>

                                 ASSIGNMENT FORM

I or we assign and transfer this Note to

________________________________________________________________________________

________________________________________________________________________________
(Print or type name, address and zip code of assignee or transferee)

________________________________________________________________________________
(Insert Social Security or other identifying number of assignee or transferee)

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

Dated:_______________                    Signed: ______________________________
                                                 (Signed exactly as name appears
                                                 on the other side of this Note)

Signature Guarantee: ___________________________________________________________
                     Participant in a recognized Signature Guarantee Medallion
                     Program (or other signature guarantor program reasonably
                     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 4.08, Section 4.15 and Section 4.18 of the
Indenture, check the appropriate box:

         Section 4.08 [  ]    Section 4.15 [  ]    Section 4.18 [  ]

                  If you want to elect to have only part of this Note purchased
by the Company pursuant to Section 4.08, Section 4.15 and Section 4.18 of the
Indenture, state the amount: $_____________

Dated:_____________                 Your Signature: ____________________________
                                                    (Signed exactly as name
                                                     appears on the other side
                                                     of this Note)

Signature Guarantee: ___________________________________________________________
                     Participant in a recognized Signature Guarantee Medallion
                     Program (or other signature guarantor program reasonably
                     acceptable to the Trustee)

<PAGE>

                                                                       EXHIBIT B

                             [FORM OF SERIES B NOTE]

                           COOPERATIVE COMPUTING, INC.

                     10 1/2% Senior Note due 2011, Series B

                                                                       CUSIP No.
No. ___

                  COOPERATIVE COMPUTING, INC., a Delaware corporation (the
"Company", which term includes any successor corporation), for value received,
promises to pay to CEDE & Co. or registered assigns the principal sum of [ ]
Dollars ($ ), on June 15, 2011.

                  Interest Payment Dates: June 15 and December 15, commencing on
_________________,__________.

                  Interest Record Dates: June 1 and December 1.

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

                  IN WITNESS WHEREOF, the Company has caused this Note to be
signed manually or by facsimile by its duly authorized officers.

                                    COOPERATIVE COMPUTING, INC.

                                    By: ________________________________________
                                        Name:
                                        Title:

Dated:

                [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]

                  This is one of the 10 1/2% Senior Notes due 2011, Series B,
described in the within-mentioned Indenture.

Dated:

                                    WELLS FARGO BANK MINNESOTA, N.A., as Trustee

                                    By: ________________________________________
                                        Authorized Signatory

                                      B-1

<PAGE>

                                (REVERSE OF NOTE)

                           COOPERATIVE COMPUTING, INC.

                     10 1/2% Senior Note due 2011, Series B

1.       Interest.

                  COOPERATIVE COMPUTING, INC. a Delaware corporation (the
"Company"), promises to pay interest on the principal amount of this Note at the
rate per annum shown above. Cash interest on the Notes will accrue from the most
recent date to which interest has been paid or, if no interest has been paid,
from _______________,______ . The Company will pay interest semi-annually in
arrears on each Interest Payment Date, commencing on ___________,________ .
Interest will be computed on the basis of a 360-day year of twelve 30-day
months.

                  The Company shall pay interest on overdue principal from time
to time on demand and on overdue installments of interest (without regard to any
applicable grace periods) to the extent lawful from time to time on demand, in
each case at the rate borne by the Notes.

2.       Method of Payment.

                  The Company shall pay interest on the Notes (except defaulted
interest) to the persons who are the registered Holders at the close of business
on the Interest Record Date immediately preceding the Interest Payment Date even
if the Notes are canceled on registration of transfer or registration of
exchange after such Interest Record Date. Holders must surrender Notes to a
Paying Agent to collect principal payments. The Company shall pay principal and
interest in money of the United States that at the time of payment is legal
tender for payment of public and private debts ("U.S. Legal Tender"). However,
the Company may pay principal and interest by wire transfer of Federal funds
(provided that the Paying Agent shall have received wire instructions on or
prior to the relevant Interest Record Date), or interest by check payable in
such U.S. Legal Tender. The Company may deliver any such interest payment to the
Paying Agent or to a Holder at the Holder's registered address.

3.       Paying Agent and Registrar.

                  Initially, WELLS FARGO BANK MINNESOTA, N.A. (the "Trustee")
will act as Paying Agent and Registrar. The Company may change any Paying Agent
or Registrar without notice to the Holders. The Company may, subject to certain
exceptions, act as Registrar.

4.       Indenture.

                  The Company issued the Notes under an Indenture, dated as of
June 27, 2003 (the "Indenture"), by and between the Company and the Trustee.
Capitalized terms herein are used as defined in the Indenture unless otherwise
defined herein. This Note is one of a duly authorized issue of Notes of the
Company designated as its 10 1/2% Senior Notes due 2011, Series B, which may be
issued under the Indenture. The Company shall be entitled to issue Additional
Notes (as defined in the Indenture) pursuant to Section 2.17 of the Indenture.
The Notes include the Initial Notes (as defined in the Indenture), the Private
Exchange Notes (as defined in the Indenture), the Unrestricted Notes (as defined
in the Indenture) and the Additional Notes. All Notes issued under the Indenture
are treated as a single class of securities under the Indenture. The terms of
the Notes include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. Sections
77aaa-77bbbb) (the "TIA"), as in effect on the date of the Indenture (except as
otherwise indicated in the Indenture) until such time as the Indenture is
qualified under the TIA, and thereafter as in effect on the date on which the
Indenture is qualified under the TIA. Notwithstanding anything to the contrary
herein, the Notes are subject to all such terms, and holders of Notes are
referred to the Indenture and the TIA for a statement of them. The Notes are
general unsecured obligations of the Company.

                                       B-2

<PAGE>

5.       Optional Redemption.

                  (a)      The Notes will be redeemable at the option of the
Company, in whole or in part, at any time on or after June 15, 2007, at the
redemption prices (expressed as a percentage of principal amount) set forth
below, plus accrued and unpaid interest thereon, if any, to the Redemption Date
(subject to the right of holders of record on the relevant Interest Record Date
to receive interest due on the relevant Interest Payment Date) if redeemed
during the 12-month period commencing on June 15 of the years indicated below:

<TABLE>
<CAPTION>
Year                                                     Percentage
----                                                     ----------
<S>                                                      <C>
2007........................................              105.250%
2008........................................              103.500%
2009........................................              101.750%
2010 and thereafter.........................              100.000%
</TABLE>

                  (b)      Prior to June 15, 2006, the Company may, at its
option, use the net cash proceeds of one or more Equity Offerings to redeem up
to 35% of the principal amount of the Notes (calculated after giving effect to
any issuance of Additional Notes) at a redemption price equal to 110.50% of the
principal amount thereof plus accrued and unpaid interest to the Redemption
Date; provided, however, that after any such redemption, at least 65% of the
aggregate principal amount of the Notes (calculated after giving effect to any
issuance of Additional Notes) would remain outstanding immediately after giving
effect to such redemption. Any such redemption will be required to occur on or
prior to the date that is one year after the receipt by the Company of the
proceeds of an Equity Offering. The Company shall effect such redemption on a
pro rata basis.

6.       Notice of Redemption.

                  Notice of redemption will be mailed by first-class mail at
least 30 days but not more than 60 days before the Redemption Date to each
Holder of Notes to be redeemed at its registered address. The Trustee may select
for redemption portions of the principal amount of Notes that have denominations
equal to or larger than $1,000 principal amount. Notes and portions of them the
Trustee so selects shall be in amounts of $1,000 principal amount or integral
multiples thereof.

                  If any Note is to be redeemed in part only, the notice of
redemption that relates to such Note shall state the portion of the principal
amount thereof to be redeemed. A new Note in a principal amount equal to the
unredeemed portion thereof will be issued in the name of the Holder thereof upon
cancellation of the original Note. On and after the Redemption Date, interest
will cease to accrue on Notes or portions thereof called for redemption so long
as the Company has deposited with the Paying Agent for the Notes funds in
satisfaction of the redemption price pursuant to the Indenture and the Paying
Agent is not prohibited from paying such funds to the Holders pursuant to the
terms of the Indenture.

7.       Change of Control Offer.

                  Following the occurrence of a Change of Control (the date of
such occurrence being the "Change of Control Date"), the Company shall, within
30 days after the Change of Control Date, offer to purchase all Notes then
outstanding at a purchase price in cash equal to 101% of the aggregate principal
amount thereof, plus accrued and unpaid interest thereon, if any, to the date of
such purchase (subject to the right of Holders of record on the relevant
Interest Record Date to receive interest due on the relevant Interest Payment
Date).

8.       Limitation on Disposition of Assets.

                  The Company is, subject to certain conditions and certain
exceptions, obligated to offer to purchase the Notes at a purchase price equal
to 100% of the principal amount thereof, plus accrued and unpaid interest
thereon, if any, to the date of such purchase (subject to the right of Holders
of record on the relevant Interest Record Date to receive interest due on the
relevant Interest Payment Date) with the proceeds of certain asset dispositions.

                                       B-3

<PAGE>

9.       Excess Cash Balance Repurchase Offer.

                  The Company is, subject to certain conditions and certain
exceptions, obligated to offer to purchase the Notes at a purchase price equal
to 101% of the principal amount thereof, plus accrued and unpaid interest
thereon, to the date of purchase (subject to the right of Holders of record on
the relevant Interest Record Date to receive interest due on the relevant
Interest Payment Date) when the Company's and its Restricted Subsidiaries' daily
balance of cash and Cash Equivalents for each day in any 180 consecutive day
period is in excess of $30.0 million. The amount of the Notes that the Company
shall be required to offer to purchase will equal (i) the average of the daily
balance of cash and Cash Equivalents of the Company and its Restricted
Subsidiaries for all days in such 180 consecutive day period less (ii) $20.0
million.

10.      Denominations; Transfer; Exchange.

                  The Notes are in registered form, without coupons, in
denominations of $1,000 and integral multiples of $1,000. A Holder shall
register the transfer of or exchange Notes in accordance with the Indenture. The
Registrar may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and to pay certain transfer taxes or similar
governmental charges payable in connection therewith as permitted by the
Indenture. The Registrar need not register the transfer of or exchange any Notes
or portions thereof selected for redemption, except the unredeemed portion of
any security being redeemed in part.

11.      Persons Deemed Owners.

                  The registered Holder of a Note shall be treated as the owner
of it for all purposes.

12.      Unclaimed Funds.

                  If funds for the payment of principal or interest remain
unclaimed for one year, the Trustee and the Paying Agent will repay the funds to
the Company at their written request. After that, all liability of the Trustee
and such Paying Agent with respect to such funds shall cease.

13.      Legal Defeasance and Covenant Defeasance.

                  The Company and the Guarantors may be discharged from their
obligations under the Indenture, the Notes and the Guarantees, except for
certain provisions thereof, and may be discharged from obligations to comply
with certain covenants contained in the Indenture, the Notes and the Guarantees,
in each case upon satisfaction of certain conditions specified in the Indenture.

14.      Amendment; Supplement; Waiver.

                  Subject to certain exceptions, the Indenture, the Notes and
the Guarantees may be amended or supplemented with the written consent of the
Holders of at least a majority in aggregate principal amount of the Notes then
outstanding, and any existing Default or Event of Default or compliance with any
provision may be waived with the consent of the Holders of a majority in
aggregate principal amount of the Notes then outstanding. Without notice to or
consent of any Holder, the parties thereto may amend or supplement the
Indenture, the Notes and the Guarantees to, among other things, cure any
ambiguity, defect or inconsistency, provide for uncertificated Notes in addition
to or in place of certificated Notes or comply with any requirements of the SEC
in connection with the qualification of the Indenture under the TIA, or make any
other change that does not materially adversely affect the rights of any Holder
of a Note.

15.      Restrictive Covenants.

                  The Indenture contains certain covenants that, among other
things, limit the ability of the Company and its Subsidiaries to make restricted
payments, to incur indebtedness, to sell assets, to permit restrictions on
dividends and other payments by Subsidiaries to the Company, to consolidate,
merge or sell all or substantially all of its assets and to engage in
transactions with Affiliates. The limitations are subject to a

                                       B-4

<PAGE>

number of important qualifications and exceptions. The Company must report
annually to the Trustee on compliance with such limitations.

16.      Defaults and Remedies.

                  If an Event of Default occurs and is continuing, the Trustee
or the Holders of at least 25% in aggregate principal amount of Notes then
outstanding may declare all the Notes to be due and payable immediately in the
manner and with the effect provided in the Indenture. Holders of Notes may not
enforce the Indenture, the Notes or the Guarantees except as provided in the
Indenture. The Trustee is not obligated to enforce the Indenture, the Notes or
the Guarantees unless it has received indemnity satisfactory to it. The
Indenture permits, subject to certain limitations therein provided, Holders of a
majority in aggregate principal amount of the Notes then outstanding to direct
the Trustee in its exercise of any trust or power. The Trustee may withhold from
Holders of Notes notice of certain continuing Defaults or Events of Default if
it determines that withholding notice is in their interest.

17.      Trustee Dealings with Company and Guarantors.

                  The Trustee under the Indenture, in its individual or any
other capacity, may become the owner or pledgee of Notes and may otherwise deal
with the Company, the Guarantors, their respective Subsidiaries or their
respective Affiliates as if it were not the Trustee.

18.      No Recourse Against Others.

                  No director, officer, employee, incorporator or stockholder of
the Company or any Guarantor, as such, shall have any liability for any
obligations of the Company or any Guarantor under the Notes or the Guarantees,
as the case may be, or the Indenture or for any claim based on, in respect of,
or by reason of, such obligations or their creation. Each Holder by accepting a
Note waives and releases all such liability. The waiver and release are part of
the consideration for the issuance of the Notes and the Guarantees.

19.      Authentication.

                  This Note shall not be valid until the Trustee or
authenticating agent signs the certificate of authentication on this Note.

20.      Abbreviations and Defined Terms.

                  Customary abbreviations may be used in the name of a Holder of
a Note 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).

21.      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 as a convenience to the Holders of the Notes. No
representation is made as to the accuracy of such numbers as printed on the
Notes and reliance may be placed only on the other identification numbers
printed hereon.

22.      Governing Law.

                  The laws of the State of New York shall govern the Indenture,
this Note and any Guarantee thereof without regard to principles of conflicts of
laws to the extent that the application of the laws of another jurisdiction
would be required thereby.

                                      B-5

<PAGE>

                                 ASSIGNMENT FORM

I or we assign and transfer this Note to
________________________________________________________________________________

________________________________________________________________________________
(Print or type name, address and zip code of assignee or transferee)

________________________________________________________________________________
(Insert Social Security or other identifying number of assignee or transferee)

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

Dated:____________                  Signed: ____________________________________
                                            (Signed exactly as name appears
                                             on the other side of this Note)

Signature Guarantee: ___________________________________________________________
                     Participant in a recognized Signature Guarantee Medallion
                     Program (or other signature guarantor program reasonably
                     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 4.08, Section 4.15 and Section 4.18 of the
Indenture, check the appropriate box:

         Section 4.08 [  ]      Section 4.15 [  ]        Section 4.18 [  ]

                  If you want to elect to have only part of this Note purchased
by the Company pursuant to Section 4.08, Section 4.15 and Section 4.18 of the
Indenture, state the amount: $_____________

Dated:____________               Your Signature: _______________________________
                                                 (Signed exactly as name appears
                                                 on the other side of this Note)

Signature Guarantee: ___________________________________________________________
                     Participant in a recognized Signature Guarantee Medallion
                     Program (or other signature guarantor program reasonably
                     acceptable to the Trustee)

<PAGE>

                                                                       EXHIBIT C

                         FORM OF LEGEND FOR GLOBAL NOTES

                  Any Global Note authenticated and delivered hereunder shall
bear a legend (which would be in addition to any other legends required in the
case of a Restricted Note) in substantially the following form:

                  THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE
FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS
NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO
TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE 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) MAY BE REGISTERED EXCEPT IN
THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

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

                  TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN
WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR
SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN
SECTION 2.16 OF THE INDENTURE.

                                      C-1

<PAGE>

                                                                       EXHIBIT D

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

         Re:      10 1/2% Senior Subordinated Notes due 2011
                  (the "Notes") of Cooperative Computing, Inc.

                  This Certificate relates to $_______ principal amount of Notes
held in the form of* ___ a beneficial interest in a Global Note or* _______
Physical Notes by ______ (the "Transferor").

The Transferor:*

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

         [ ]      has requested that the Registrar by written order exchange or
register the transfer of a Physical Note or Physical Notes.

                  In connection with such request and in respect of each such
Note, the Transferor does hereby certify that the Transferor is familiar with
the Indenture relating to the above captioned Notes and the restrictions on
transfers thereof as provided in Section 2.16 of such Indenture, and that the
transfer of the Notes does not require registration under the Securities Act of
1933, as amended (the "Act"), because*:

         [ ]      Such Note is being acquired for the Transferor's own account,
without transfer (in satisfaction of Section 2.16 of the Indenture).

         [ ]      Such Note is being transferred to a "qualified institutional
buyer" (as defined in Rule 144A under the Act), in reliance on Rule 144A.

         [ ]      Such Note is being transferred to an institutional "accredited
investor" (within the meaning of subparagraph (a)(1), (2), (3) or (7) of Rule
501 under the Act) which delivers a certificate to the Trustee in the form of
Exhibit D to the Indenture.

         [ ]      Such Note is being transferred in reliance on Rule 144 under
the Act.

         [ ]      Such Note is being transferred in reliance on and in
compliance with an exemption from the registration requirements of the Act other
than Rule 144A or Rule 144 under the Act to a person other than an institutional
"accredited investor." An Opinion of Counsel to the effect that such transfer
does not require registration under the Securities Act accompanies this
certification.

                                    ____________________________________________
                                          [INSERT NAME OF TRANSFEROR]

                                    By: ________________________________________
                                        [Authorized Signatory]

Date: _____________________
      *Check applicable box.

                                      D-1

<PAGE>

                                                                       EXHIBIT E

                   Form of Transferee Letter of Representation

COOPERATIVE COMPUTING, INC.
c/o WELLS FARGO MINNESOTA, N.A.
MAC N9303-110
Sixth and Marquette Avenue
Minneapolis, MN 55479
Attention: Corporate Trust Services

Ladies and Gentlemen:

                  This certificate is delivered to request a transfer of
$________ principal amount of the 10 1/2% Senior Notes due 2011 (the "Notes") of
COOPERATIVE COMPUTING, INC. (the "Company"). Upon transfer, the Notes would be
registered in the name of the new beneficial owner as follows:

                  Name:____________________________________
                  Address:_________________________________
                  Taxpayer ID Number:______________________

                  The undersigned represents and warrants to you that:

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

                  2.       We understand that the Notes have not been registered
under the Securities Act and, unless so registered, may not be sold except as
permitted in the following sentence. We agree on our own behalf and on behalf of
any investor account for which we are purchasing Notes to offer, sell or
otherwise transfer such Notes prior to the date which is two years after the
later of the date of original issue and the last date on which the Company or
any affiliate of the Company was the owner of such Notes (or any predecessor
thereto) (the "Resale Restriction Termination Date") only (a) to the Company,
(b) pursuant to a registration statement which has been declared effective under
the Securities Act, (c) in a transaction complying with the requirements of Rule
144A under the Securities Act, to a person we reasonably believe is a qualified
institutional buyer under Rule 144A (a "QIB") that purchases for its own account
or for the account of a QIB and to whom notice is given that the transfer is
being made in reliance on Rule 144A, (d) to an institutional "accredited
investor" within the meaning of Rule 501(a)(1), (2), (3) or (7) under the
Securities Act that is purchasing for its own account or for the account of such
an institutional "accredited investor," in each case in a minimum principal
amount of Notes of $250,000, (e) pursuant to offers and sales that occur outside
the United States within the meaning of Regulation S under the Securities Act or
(f) pursuant to any other available exemption from the registration requirements
of the Securities Act, subject in each of the foregoing cases to any requirement
of law that the disposition of our property or the property of such investor
account or accounts be at all times within our or their control and in
compliance with any applicable state securities laws. The foregoing restrictions
on resale will not apply subsequent to the Resale Restriction Termination Date.
If any resale or other transfer of the Notes is proposed to be made pursuant to
clause (d) above prior to the Resale Restriction Termination Date, the
transferor shall deliver a letter from the transferee substantially in the form
of this letter to the Company and the Trustee, which shall provide,

                                      E-1

<PAGE>

among other things, that the transferee is an institutional "accredited
investor" within the meaning of Rule 501(a)(1), (2), (3) or (7) under the
Securities Act and that it is acquiring such Notes for investment purposes and
not for distribution in violation of the Securities Act. Each purchaser
acknowledges that the Company and the Trustee reserve the right prior to any
offer, sale or other transfer prior to the Resale Restriction Termination Date
of the Notes pursuant to clause (d) or (f) above to require the delivery of an
opinion of counsel, certificates and/or other information satisfactory to the
Company and the Trustee.

Dated: _____________________        TRANSFEREE: ________________________________

                                    By: ________________________________________

                                      E-2

<PAGE>

                                                                       EXHIBIT F

                            Form of Certificate To Be
                             Delivered in Connection
                           with Regulation S Transfers

                                                           _______________, ____

WELLS FARGO MINNESOTA, N.A.
MAC N9303-110
Sixth and Marquette Avenue
Minneapolis, MN 55479

Attention: Corporate Trust Services

Re:      COOPERATIVE COMPUTING, INC. (the "Company")
         10 1/2% Senior Notes due 2011, Series A and
         10 1/2% Senior Notes due 2011, Series B (the "Notes")

Ladies and Gentlemen:

                  In connection with our proposed sale of $____________
aggregate principal amount of the Notes, we confirm that such sale has been
effected pursuant to and in accordance with Regulation S under the Securities
Act of 1933, as amended (the "Securities Act"), and, accordingly, we represent
that:

                  (1)      the offer of the Notes was not made to a person in
         the United States;

                  (2)      either (a) at the time the buy offer was originated,
         the transferee was outside the United States or we and any person
         acting on our behalf reasonably believed that the transferee was
         outside the United States, or (b) the transaction was executed in, on
         or through the facilities of a designated off-shore securities market
         and neither we nor any person acting on our behalf knows that the
         transaction has been prearranged with a buyer in the United States;

                  (3)      no directed selling efforts have been made in the
         United States in contravention of the requirements of Rule 903(b) or
         Rule 904(b) of Regulation S, as applicable;

                  (4)      the transaction is not part of a plan or scheme to
         evade the registration requirements of the Securities Act; and

                  (5)      we have advised the transferee of the transfer
         restrictions applicable to the Notes.

                                      F-1

<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. Defined terms used herein without
definition have the respective meanings provided in Regulation S.

                                        Very truly yours,

                                        [Name of Transferor]

                                        By: ___________________________________
                                            [Authorized Signatory]

                                      F-2

<PAGE>

                                                                       EXHIBIT G

                                    GUARANTEE

                  THE OBLIGATIONS OF THE GUARANTORS TO THE HOLDERS OF NOTES
PURSUANT TO THIS GUARANTEE AND THE INDENTURE DATED AS OF JUNE 27, 2003, BY AND
AMONG COOPERATIVE COMPUTING, INC. (THE "COMPANY"), THE GUARANTORS NAMED THEREIN
AND THE TRUSTEE NAMED THEREIN (THE "INDENTURE") ARE EXPRESSLY SET FORTH IN
ARTICLE 11 OF THE INDENTURE, AND REFERENCE IS HEREBY MADE TO SUCH INDENTURE FOR
THE PRECISE TERMS OF THIS GUARANTEE. THE TERMS OF THE INDENTURE, INCLUDING
WITHOUT LIMITATION ARTICLE 11, ARE INCORPORATED HEREIN BY REFERENCE.

                  Each of the Guarantors hereby, jointly and severally,
unconditionally guarantees to each Holder of a Note, that the principal of and
premium and interest on the Notes shall be promptly paid in full when due,
subject to any applicable grace period and to any extension of time of payment
or renewal of any Notes or any such other obligation, whether at the Maturity
Date, by acceleration or otherwise, and interest on the overdue principal of and
interest on the Notes, if any, if lawful, and all other obligations of the
Company to the Holders of the Notes thereunder shall be promptly paid in full or
performed, all in accordance with the terms thereof, subject in all cases to the
limitations contained in Section 11.04 of the Indenture. Each Guarantor hereby
agrees that its obligations hereunder shall be unconditional, irrespective of
the validity, regularity or enforceability of the Notes or the Indenture, the
absence of any action to enforce the same, any waiver or consent by any Holder
with respect to any provisions thereof, the recovery of any judgment against the
Company, any action to enforce the same or any other circumstance which might
otherwise constitute a legal or equitable discharge or defense of a Guarantor.
Each Guarantor hereby waives diligence, presentment, demand of payment, filing
of claims with a court in the event of insolvency or bankruptcy of the Company,
any right to require a proceeding first against the Company, protest, notice and
all demands whatsoever and covenants that, subject to Article 11 of the
Indenture, this Guarantee shall not be discharged except by complete performance
of the obligations contained in the Notes and the Indenture.

                  If any Holder is required by any court or otherwise to return
to the Company or Guarantors, or any custodian, trustee, liquidator or other
similar official acting in relation to either the Company or Guarantors, any
amount paid to such Holder, this Guarantee, to the extent theretofore
discharged, shall be reinstated in full force and effect. Each Guarantor agrees
that it shall not be entitled to any right of subrogation in relation to the
Noteholders in respect of any obligations guaranteed hereby until such time as
the Indebtedness of the Company evidenced by the Note shall have been paid in
full. Each Guarantor further agrees that, as between the Guarantors, on the one
hand, and the Noteholders, on the other hand, (a) the Maturity Date of the
obligations guaranteed hereby may be accelerated as provided in Section 6.02 of
the Indenture for the purposes of this Guarantee, notwithstanding any stay,
injunction or other prohibition preventing such acceleration in respect of the
obligations Guaranteed hereby, and (b) in the event of any declaration of
acceleration of such obligations as provided in Section 6.02 of the Indenture,
such obligations (whether or not due and payable) shall forthwith become due and
payable by the Guarantors for the purpose of this Guarantee. The Guarantors
shall have the right to seek contribution from any non-paying Guarantor in
accordance with Section 11.05 of the Indenture.

                  Each Guarantor, and by its acceptance of Notes, each Holder of
Notes, hereby confirms that it is the intention of all such parties that this
Guarantee not constitute a fraudulent transfer or conveyance for purposes of any
Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent
Transfer Act or any similar federal, state, provincial or territorial law to the
extent applicable to any Guarantee. To effectuate the foregoing intention, the
Holders and the Guarantors hereby irrevocably agree that the obligations of each
Guarantor under this Guarantee and Article 11 of the Indenture shall be limited
to the maximum amount as will, after

                                       G-1

<PAGE>

giving effect to such maximum amount and all other contingent and fixed
liabilities of such Guarantor that are relevant under such laws, and after
giving effect to any collections from, rights to receive contribution from or
payments made by or on behalf of any other Guarantor in respect of the
obligations of such other Guarantor under Article 11 of the Indenture, result in
the obligations of such Guarantor under this Guarantee not constituting a
fraudulent transfer or conveyance.

                  This is a continuing Guarantee and shall remain in full force
and effect and shall be binding upon the undersigned Guarantors and their
respective successors and assigns to the extent set forth in the Indenture until
full and final payment of all of the Company's obligations under the Notes and
the Indenture and shall inure to the benefit of the Holders and their successors
and assigns and, in the event of any transfer or assignment of rights by any
Holder, the rights and privileges herein conferred upon that party shall
automatically extend to and be vested in such transferee or assignee, all
subject to the terms and conditions hereof and of Article 11 of the Indenture.
Notwithstanding the foregoing, any Guarantor that satisfies the provisions of
Section 11.03 of the Indenture shall be released of its obligations hereunder.

                  THIS GUARANTEE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE
WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE
OF NEW YORK, EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF THE STATE OF NEW
YORK THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER
THAN THE STATE OF NEW YORK.

                  Capitalized terms used herein have the same respective
meanings given in the Indenture unless otherwise indicated.

                                      G-2

<PAGE>

                  IN WITNESS WHEREOF, each of the Guarantors has caused this
Guarantee to be signed by a duly authorized officer.

Dated: ___________,_______

                                              [GUARANTOR]

                                              By: ______________________________
                                                  Name:
                                                  Title:

                                      G-3