<Page>

                                                                    Exhibit 4.16

                                                                  EXECUTION COPY


                          APCOA/STANDARD PARKING, INC.

                     and each of the Guarantors named herein

                              SERIES A AND SERIES B
               14% SENIOR SUBORDINATED SECOND LIEN NOTES DUE 2006

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

                                    INDENTURE

                          Dated as of January 11, 2002

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

                            Wilmington Trust Company

                                     Trustee

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

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

<Page>

                             CROSS-REFERENCE TABLE*

<Table>
<Caption>
     TRUST INDENTURE
     ACT SECTION                                                                  INDENTURE SECTION
     <S>                                                                          <C>
     310(a)(1).................................................................           7.10
        (a)(2).................................................................           7.10
        (a)(3).................................................................           N.A.
        (a)(4).................................................................           N.A.
        (a)(5).................................................................           7.10
        (b)....................................................................           7.10
        (c)....................................................................           N.A.
     311(a)....................................................................           7.11
        (b)....................................................................           7.11
        (c)....................................................................           N.A.
     312(a)....................................................................           2.05
        (b)....................................................................          14.03
        (c)....................................................................          14.03
     313(a)....................................................................           7.06
        (b)(1).................................................................          11.03
        (b)(2).................................................................        7.06; 7.07
        (c)....................................................................    7.06; 11.03;14.02
        (d)....................................................................           7.06
     314(a)....................................................................    4.03;14.02; 14.05
        (b)....................................................................          11.02
        (c)(1).................................................................          14.04
        (c)(2).................................................................          14.04
        (c)(3).................................................................           N.A.
        (d)....................................................................   11.03, 11.04, 11.05
        (e)....................................................................          14.05
        (f)....................................................................           N.A.
     315(a)....................................................................           7.01
        (b)....................................................................        7.05,14.02
        (c)....................................................................           7.01
        (d)....................................................................           7.01
        (e)....................................................................           6.11
     316(a)(last sentence).....................................................           2.09
        (a)(1)(A)..............................................................           6.05
        (a)(1)(B)..............................................................           6.04
        (a)(2).................................................................           N.A.
        (b)....................................................................           6.07
        (c)....................................................................           2.12
     317(a)(1).................................................................           6.08
        (a)(2).................................................................           6.09
        (b)....................................................................           2.04
     318(a)....................................................................          14.01
        (b)....................................................................           N.A.
        (c)....................................................................          14.01
</Table>

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

<Page>

                                TABLE OF CONTENTS

                                   ARTICLE 1.
                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

<Table>
<Caption>
                                                                                                               PAGE
   <S>                <C>                                                                                        <C>
   Section 1.01       Definitions.................................................................................1
   Section 1.02       Other Definitions..........................................................................20
   Section 1.03       Incorporation by Reference of Trust Indenture Act..........................................21
   Section 1.04       Rules of Construction......................................................................21

                                   ARTICLE 2.
                                   THE NOTES

   Section 2.01       Form and Dating............................................................................22
   Section 2.02       Execution and Authentication...............................................................23
   Section 2.03       Registrar and Paying Agent.................................................................23
   Section 2.04       Paying Agent to Hold Money in Trust........................................................23
   Section 2.05       Holder Lists...............................................................................24
   Section 2.06       Transfer and Exchange......................................................................24
   Section 2.07       Replacement Notes..........................................................................35
   Section 2.08       Outstanding Notes..........................................................................36
   Section 2.09       Treasury Notes.............................................................................36
   Section 2.10       Temporary Notes............................................................................36
   Section 2.11       Cancellation...............................................................................36
   Section 2.12       Defaulted Interest.........................................................................37

                                   ARTICLE 3.
                            REDEMPTION AND PREPAYMENT

   Section 3.01       Notices to Trustee.........................................................................37
   Section 3.02       Selection of Notes to Be Redeemed or Purchased.............................................37
   Section 3.03       Notice of Redemption.......................................................................38
   Section 3.04       Effect of Notice of Redemption.............................................................39
   Section 3.05       Deposit of Redemption or Purchase Price....................................................39
   Section 3.06       Notes Redeemed or Purchased in Part........................................................39
   Section 3.07       Optional Redemption........................................................................39
   Section 3.08       Mandatory Redemption.......................................................................40
   Section 3.09       Offer to Purchase by Application of Excess Proceeds........................................40

                                   ARTICLE 4.
                                   COVENANTS

   Section 4.01       Payment of Notes...........................................................................41
   Section 4.02       Maintenance of Office or Agency............................................................42
   Section 4.03       Reports....................................................................................42
   Section 4.04       Compliance Certificate.....................................................................43
   Section 4.05       Taxes......................................................................................43
   Section 4.06       Stay, Extension and Usury Laws.............................................................44
   Section 4.07       Restricted Payments........................................................................44
   Section 4.08       Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries..................47
   Section 4.09       Incurrence of Indebtedness and Issuance of Preferred Stock.................................48
   Section 4.10       Asset Sales................................................................................50
</Table>

                                        i
<Page>

<Table>
<Caption>
                                                                                                               PAGE
   <S>                <C>                                                                                        <C>

   Section 4.11       Transactions with Affiliates...............................................................52
   Section 4.12       Liens......................................................................................53
   Section 4.13       Line of Business...........................................................................54
   Section 4.14       Corporate Existence........................................................................54
   Section 4.15       Offer to Repurchase Upon Change of Control.................................................54
   Section 4.16       Anti-Layering..............................................................................56
   Section 4.17       No Amendment of Subordination Provisions in Existing Senior Subordinated Notes.............56
   Section 4.18       Limitation on Sale and Leaseback Transactions..............................................56
   Section 4.19       Limitation on Issuances and Sales of Capital Stock of Wholly Owned Restricted
                         Subsidiaries............................................................................57
   Section 4.20       Limitation on Issuances of Guarantees of Indebtedness......................................57
   Section 4.21       Additional Note Guarantees.................................................................57
   Section 4.22       Limitation on Management Fees..............................................................58

                                   ARTICLE 5.
                                   SUCCESSORS

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

                                   ARTICLE 6.
                              DEFAULTS AND REMEDIES

   Section 6.01       Events of Default..........................................................................60
   Section 6.02       Acceleration...............................................................................61
   Section 6.03       Other Remedies.............................................................................62
   Section 6.04       Waiver of Past Defaults....................................................................63
   Section 6.05       Control by Majority........................................................................63
   Section 6.06       Limitation on Suits........................................................................63
   Section 6.07       Rights of Holders of Notes to Receive Payment..............................................63
   Section 6.08       Collection Suit by Trustee.................................................................64
   Section 6.09       Trustee May File Proofs of Claim...........................................................64
   Section 6.10       Priorities.................................................................................64
   Section 6.11       Undertaking for Costs......................................................................65

                                   ARTICLE 7.
                                     TRUSTEE

   Section 7.01       Duties of Trustee..........................................................................65
   Section 7.02       Rights of Trustee..........................................................................66
   Section 7.03       Individual Rights of Trustee...............................................................67
   Section 7.04       Trustee's Disclaimer.......................................................................67
   Section 7.05       Notice of Defaults.........................................................................67
   Section 7.06       Reports by Trustee to Holders of the Notes.................................................67
   Section 7.07       Compensation and Indemnity.................................................................68
   Section 7.08       Replacement of Trustee.....................................................................68
   Section 7.09       Successor Trustee by Merger, etc...........................................................69
   Section 7.10       Eligibility; Disqualification..............................................................69
   Section 7.11       Preferential Collection of Claims Against Company..........................................70
   Section 7.12       Tax Withholding and Information Reporting..................................................70

                                       ARTICLE 8.
                         LEGAL DEFEASANCE AND COVENANT DEFEASANCE
</Table>

                                       ii
<Page>

<Table>
<Caption>
                                                                                                                PAGE
   <S>                <C>                                                                                        <C>
   Section 8.01       Option to Effect Legal Defeasance or Covenant Defeasance...................................70
   Section 8.02       Legal Defeasance and Discharge.............................................................70
   Section 8.03       Covenant Defeasance........................................................................71
   Section 8.04       Conditions to Legal or Covenant Defeasance.................................................71
   Section 8.05       Deposited Money and Government Securities to be Held in Trust;
                         Other Miscellaneous Provisions..........................................................72
   Section 8.06       Repayment to Company.......................................................................73
   Section 8.07       Reinstatement..............................................................................73

                                   ARTICLE 9.
                        AMENDMENT, SUPPLEMENT AND WAIVER

   Section 9.01       Without Consent of Holders of Notes........................................................73
   Section 9.02       With Consent of Holders of Notes...........................................................74
   Section 9.03       Compliance with Trust Indenture Act........................................................76
   Section 9.04       Revocation and Effect of Consents..........................................................76
   Section 9.05       Notation on or Exchange of Notes...........................................................76
   Section 9.06       Trustee to Sign Amendments, etc............................................................76

                                   ARTICLE 10.
                                  SUBORDINATION

   Section 10.01      Agreement to Subordinate...................................................................76
   Section 10.02      Certain Definitions........................................................................76
   Section 10.03      Liquidation; Dissolution; Bankruptcy.......................................................77
   Section 10.04      Default on Designated Senior Debt..........................................................77
   Section 10.05      Acceleration of Notes......................................................................78
   Section 10.06      When Distribution Must Be Paid Over........................................................78
   Section 10.07      Notice by Company..........................................................................78
   Section 10.08      Subrogation................................................................................79
   Section 10.09      Relative Rights............................................................................79
   Section 10.10      Subordination May Not Be Impaired by the Company...........................................79
   Section 10.11      Distribution or Notice to Representative...................................................79
   Section 10.12      Rights of Trustee and Paying Agent.........................................................79
   Section 10.13      Authorization to Effect Subordination......................................................80
   Section 10.14      Amendments.................................................................................80

                                   ARTICLE 11.
                             COLLATERAL AND SECURITY

   Section 11.01      Security Documents.........................................................................80
   Section 11.02      Recording and Opinions.....................................................................81
   Section 11.03      Release of Collateral......................................................................81
   Section 11.04      Certificates of the Company................................................................82
   Section 11.05      Certificates of the Trustee................................................................83
   Section 11.06      Authorization of Actions to Be Taken by the Trustee Under the Security Documents...........83
   Section 11.07      Authorization of Receipt of Funds by the Trustee Under the Security Documents..............83
   Section 11.08      Termination of Security Interest...........................................................83

                                   ARTICLE 12.
                                 NOTE GUARANTEES

   Section 12.01      Guarantee..................................................................................84
</Table>

                                       iii
<Page>

<Table>
<Caption>
                                                                                                                PAGE
   <S>                <C>                                                                                        <C>
   Section 12.02      Subordination of Note Guarantee............................................................85
   Section 12.03      Limitation on Guarantor Liability..........................................................85
   Section 12.04      Execution and Delivery of Note Guarantee...................................................85
   Section 12.05      Guarantors May Consolidate, etc., on Certain Terms.........................................86
   Section 12.06      Releases Following Sale of Assets, Merger, Sale of Capital Stock, Etc......................87

                                   ARTICLE 13.
                           SATISFACTION AND DISCHARGE

   Section 13.01      Satisfaction and Discharge.................................................................87
   Section 13.02      Application of Trust Money.................................................................88

                                   ARTICLE 14.
                                  MISCELLANEOUS

   Section 14.01      Trust Indenture Act Controls...............................................................88
   Section 14.02      Notices....................................................................................89
   Section 14.03      Communication by Holders of Notes with Other Holders of Notes..............................90
   Section 14.04      Certificate and Opinion as to Conditions Precedent.........................................90
   Section 14.05      Statements Required in Certificate or Opinion..............................................90
   Section 14.06      Rules by Trustee and Agents................................................................90
   Section 14.07      No Personal Liability of Directors, Officers, Employees and Stockholders...................90
   Section 14.08      Governing Law..............................................................................91
   Section 14.09      No Adverse Interpretation of Other Agreements..............................................91
   Section 14.10      Successors.................................................................................91
   Section 14.11      Severability...............................................................................91
   Section 14.12      Counterpart Originals......................................................................91
   Section 14.13      Table of Contents, Headings, etc...........................................................91
</Table>

<Table>
<Caption>
                                    EXHIBITS
<S>           <C>
Exhibit A     FORM OF NOTE
Exhibit B     FORM OF CERTIFICATE OF TRANSFER
Exhibit C     FORM OF CERTIFICATE OF EXCHANGE
Exhibit D     FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR
Exhibit E     FORM OF NOTE GUARANTEE
Exhibit F     FORM OF SUPPLEMENTAL INDENTURE
Exhibit G     FORM OF SECURITY DOCUMENTS
Exhibit H     FORM OF INTERCREDITOR AGREEMENT
</Table>

                                       iv
<Page>

        INDENTURE dated as of January 11, 2002 among APCOA/Standard Parking,
Inc., a Delaware corporation (the "COMPANY"), the Guarantors (as defined) and
Wilmington Trust Company, as trustee (the "TRUSTEE").

        The Company, the Guarantors and the Trustee agree as follows for the
benefit of each other and for the equal and ratable benefit of the Holders (as
defined) of the 14% Senior Secured Subordinated Second Lien Notes due 2006 (the
"SERIES A NOTES") and the 14% Senior Secured Subordinated Second Lien Notes due
2006 (the "SERIES B NOTES" and, together with the Series A Notes, the "NOTES"):

                                   ARTICLE 1.
                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

Section 1.01   DEFINITIONS.

        "ACQUIRED DEBT" means, with respect to any specified Person:

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

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

        "ADDITIONAL NOTES" means up to $40.715 million aggregate principal
amount of Notes (other than the Initial Notes) issued under this Indenture in
accordance with Sections 2.02 and 4.09 hereof, as part of the same series as the
Initial Notes.

        "AFFILIATE" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "control,"
as used with respect to any Person, will mean the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of such Person, whether through the ownership of voting securities, by
agreement or otherwise; PROVIDED, that beneficial ownership of 10% or more of
the Voting Stock of a Person shall be deemed to be control. For purposes of this
definition, the terms "CONTROLLING," "CONTROLLED BY" and "UNDER COMMON CONTROL
WITH" will have correlative meanings.

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

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

        "ASSET SALE" means:

               (1)    the sale, lease, conveyance or other disposition of any
        assets or rights, including, without limitation, by way of a sale and
        leaseback, other than sales of inventory in the ordinary course of
        business consistent with past practices; PROVIDED, that the sale,
        conveyance or other disposition of all or substantially all of the
        assets of the Company and its Restricted Subsidiaries

                                       1
<Page>

        taken as a whole will be governed by Section 4.15 and/or Section 5.01
        hereof and not by Section 4.10; and

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

        Notwithstanding the preceding, none of the following items will be
        deemed to be an Asset Sale:

               (1)    any single transaction or series of related transactions
        that involves assets having a fair market value, or for net proceeds, of
        less than $3.0 million;

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

               (3)    an issuance of Equity Interests by a Restricted Subsidiary
        to the Company, AP Holdings, Inc. or to another Wholly Owned Subsidiary;
        and

               (4)    a Restricted Payment or Permitted Investment that is
        permitted by Section 4.07.

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

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

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

        "BOARD OF DIRECTORS" means:

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

               (2)    with respect to a partnership, the board of directors of
        any corporate general partner of such partnership; and

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

        "BROKER-DEALER" has the meaning set forth in the Registration Rights
        Agreement.

        "BUSINESS DAY" means any day other than a Legal Holiday.

                                       2
<Page>

        "CAPITAL LEASE OBLIGATION" means, at the time any determination thereof
is to be made, the amount of the liability in respect of a capital lease that
would at such time be required to be capitalized on a balance sheet in
accordance with GAAP.

        "CAPITAL STOCK" means:

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

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

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

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

        "CASH EQUIVALENTS" means:

               (1)    United States dollars;

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

               (3)    certificates of deposit and eurodollar time deposits with
        maturities of six months or less from the date of acquisition, bankers'
        acceptances with maturities not exceeding six months and overnight bank
        deposits, in each case, with any lender party to the Credit Agreement or
        with any domestic commercial bank having capital and surplus in excess
        of $500.00 million and a Thomson Bank Watch Rating of "B" or better;

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

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

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

        "CLEARSTREAM" means Clearstream Banking, S.A. or any successor thereto.

        "CHANGE OF CONTROL" means the occurrence of any of the following:

               (1)    the direct or indirect sale, lease, transfer, conveyance
        or other disposition (other than by way of merger or consolidation), in
        one or a series of related transactions, of all or substantially all of
        the properties or assets of AP Holdings, Inc. and its Subsidiaries or of
        the Company and its Subsidiaries, in each case, taken as a whole to any
        "person" (as that term is used

                                       3
<Page>

        in Section 13(d)(3) of the Exchange Act) other than Principals or their
        Related Parties and Permitted Holders;

               (2)    the adoption of a plan relating to the liquidation or
        dissolution of AP Holdings, Inc. or the Company;

               (3)    the consummation of any transaction (including, without
        limitation, any merger or consolidation) the result of which is that any
        "person" (as defined above), other than the Principals and their Related
        Parties and Permitted Holders, becomes the Beneficial Owner, directly or
        indirectly, of more than 50% of the Voting Stock of AP Holdings, Inc. or
        the Company, measured by voting power rather than number of shares;

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

               (5)    AP Holdings, Inc. or the Company consolidates with, or
        merges with or into, any Person, or sells, assigns, conveys, transfers,
        leases or otherwise disposes of all or substantially all of its assets
        to any Person, or any Person consolidates with, or merges with or into,
        AP Holdings, Inc. or the Company, in any such event pursuant to a
        transaction in which any of the outstanding Voting Stock of AP Holdings,
        Inc. or the Company is converted into or exchanged for cash, securities
        or other property, other than any such transaction where the Voting
        Stock of AP Holdings, Inc. or the Company outstanding immediately prior
        to such transaction is converted into or exchanged for Voting Stock
        (other than Disqualified Stock) of the surviving or transferee Person
        constituting a majority of the outstanding shares of such Voting Stock
        of such surviving or transferee Person (immediately after giving effect
        to such issuance).

        "COLLATERAL" shall have the meaning set forth in the Security Agreement.

        "COLLATERAL AGENT" means the Trustee, in its capacity as collateral
agent under the Security Documents, or any successor thereto in such capacity.

        "COMPANY" means APCOA/Standard Parking, Inc., and any and all successors
thereto.

        "CONSOLIDATED CASH FLOW" means, with respect to any specified Person for
any period, the Consolidated Net Income of such Person for such period PLUS:

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

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

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

                                       4
<Page>

        Hedging Obligations), to the extent that any such expense was deducted
        in computing such Consolidated Net Income; PLUS

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

               (5)    in connection with any acquisition by the Company or a
        Restricted Subsidiary, projected quantifiable improvements in operating
        results (on an annualized basis) due to cost reductions calculated in
        good faith by the Company or one of its Restricted Subsidiaries, as
        evidenced by (A) in the case of cost reductions of less than $10.0
        million, an Officers' Certificate delivered to the Trustee and (B) in
        the case of cost reductions of $10.0 million or more, a resolution of
        the Board of Directors of the Company set forth in an Officers'
        Certificate delivered to the Trustee; MINUS

               (6)    non-cash items increasing such Consolidated Net Income for
        such period, in each case, on a consolidated basis and determined in
        accordance with GAAP.

        Notwithstanding the preceding, the provision for taxes based on the
income or profits of, and the depreciation and amortization and other non-cash
expenses of, a Subsidiary of the referent Person will be added to Consolidated
Net Income to compute Consolidated Cash Flow only to the extent that a
corresponding amount would be permitted at the date of determination to be
dividended to the Company by such Subsidiary without prior governmental approval
(that has not been obtained), and without direct or indirect restriction
pursuant to the terms of its charter and all agreements, instruments, judgments,
decrees, orders, statutes, rules and governmental regulations applicable to that
Subsidiary or its stockholders.

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

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

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

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

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

                                       5
<Page>

               (5)    the Net Income of any Unrestricted Subsidiary will be
        excluded, whether or not distributed to the Company or one of its
        Restricted Subsidiaries for purposes of Section 4.09.

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

               (1)    was a member of such Board of Directors on the date of
        this Indenture (an "Original Member"); or

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

        "CORPORATE TRUST OFFICE OF THE TRUSTEE" will be at the address of the
Trustee specified in Section 12.02 hereof or such other address as to which the
Trustee may give notice to the Company.

        "CREDIT AGENT" means the LaSalle Bank National Association, in its
capacity as Administrative Agent for the lenders party to the Credit Agreement,
or any successor thereto or any Person otherwise appointed.

        "CREDIT AGREEMENT" means that certain Credit Agreement, dated as of the
date of this Indenture, by and among the Company and LaSalle Bank National
Association as Agent, LaSalle Bank National Association and Bank One, NA,
providing for up to $40.0 million of borrowings, consisting of a revolving
credit facility and a term loan facility, together with all related documents
executed or delivered pursuant thereto at any time (including, without
limitation, all mortgages, guarantees, Security Documents and all other
collateral and security documents), in each case as such agreements may be
amended (including any amendment and restatement thereof), supplemented or
otherwise modified from time to time, including any agreement extending the
maturity of, refinancing, replacing or otherwise restructuring (including
increasing the amount of available borrowings thereunder; PROVIDED, that such
increase in borrowings is within the definition of Permitted Indebtedness or is
otherwise permitted under Section 4.09) or adding Subsidiaries as additional
borrowers or guarantors thereunder) all or any portion of the Indebtedness and
other Obligations under such agreement or agreements or any successor or
replacement agreement or agreements, and whether by the same or any other agent,
lender or group of lenders.

        "CREDIT FACILITIES" means, one or more debt facilities (including,
without limitation, the Credit Agreement) or commercial paper facilities, in
each case with banks or other institutional lenders providing for revolving
credit loans, term loans, receivables financing (including through the sale of
receivables to such lenders or to special purpose entities formed to borrow from
such lenders against such receivables) or letters of credit, in each case, as
amended, restated, modified, renewed, refunded, replaced or refinanced in whole
or in part from time to time.

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

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

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

                                       6
<Page>

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

        "DESIGNATED SENIOR DEBT" means:

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

               (2)    any other Senior Debt permitted under this Indenture, the
        principal amount of which is $25.0 million or more and that has been
        designated by the Company as Designated Senior Debt.

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

        "EARNOUTS" mean any payment which may be owing by the Company in
connection with any acquisition, which payment is contingent upon the earnings
or other financial performance of the assets or stock being acquired pursuant to
such acquisition.

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

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

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

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

        "EXCHANGE OFFER" has the meaning set forth in the Registration Rights
Agreement.

        "EXCHANGE OFFER REGISTRATION STATEMENT" has the meaning set forth in the
Registration Rights Agreement.

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

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

                                       7
<Page>

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

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

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

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

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

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

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

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

               (3)    the Fixed Charges attributable to discontinued operations,
        as determined in accordance with GAAP, and operations or businesses
        disposed of prior to the Calculation Date,

                                       8
<Page>

        will be excluded, but only to the extent that the obligations giving
        rise to such Fixed Charges will not be obligations of the specified
        Person or any of its Restricted Subsidiaries following the Calculation
        Date.

        "FOREIGN SUBSIDIARY" means any Subsidiary organized and existing under
the laws of a jurisdiction other than those of any state or commonwealth in the
United States of America.

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

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

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

        "GOVERNMENT SECURITIES" means direct obligations of, or obligations
guaranteed by, the United States of America for the payment for which guarantee
or obligations the full faith and credit of the United States is pledged.

        "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.

        "GUARANTORS" means each of:

               (1)    the guarantors listed on the signature pages hereto; and

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

and their respective successors and assigns.

        "HEDGING OBLIGATIONS" means, with respect to any specified Person, the
obligations of such Person under:

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

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

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

        "IAI GLOBAL NOTE" means a Global Note substantially in the form of
Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend
and deposited with or on behalf of and registered

                                       9
<Page>

in the name of the Depositary or its nominee that will be issued in a
denomination equal to the outstanding principal amount of the Notes sold to
Institutional Accredited Investors.

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

               (1)    in respect of borrowed money;

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

               (3)    in respect of banker's acceptances;

               (4)    representing Capital Lease Obligations;

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

               (6)    representing any Hedging Obligations,

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

        Notwithstanding anything to the contrary, any put right, right of
redemption or right of repurchase will, in any such case, for the purposes of
this definition, not be treated as Indebtedness, no matter what the accounting
treatment of said transaction may be. In addition, notwithstanding anything to
the contrary, the carrying value (as determined in accordance with FASB 15) of
any Indebtedness that has been redeemed shall not be deemed Indebtedness for
purposes of this definition.

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

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

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

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

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

        "INITIAL NOTES" means the first $59.285 million aggregate principal
amount of Notes issued under this Indenture on the date hereof.

        "INSOLVENCY OR LIQUIDATION PROCEEDINGS" means (i) any insolvency or
bankruptcy case or proceeding, or any receivership, liquidation, reorganization
or other similar case or proceeding, relative to the Company or to the creditors
of the Company, as such, or to the assets of the Company, or (ii) any

                                       10
<Page>

liquidation, dissolution, reorganization or winding up of the Company, whether
voluntary or involuntary and involving insolvency or bankruptcy, or (iii) any
assignment for the benefit of creditors or any other marshalling of assets and
liabilities of the Company.

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

        "INTERCREDITOR AGREEMENT" means the Intercreditor Agreement dated as of
the date of this Indenture and substantially in the form attached as Exhibit H
hereto, as such agreement may be amended, modified or supplemented from time to
time.

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

        "LEGAL HOLIDAY" means a Saturday, a Sunday or a day on which banking
institutions in the City of New York or at a place of payment are authorized by
law, regulation or executive order to remain closed. If a payment date is a
Legal Holiday at a place of payment, payment may be made at that place on the
next succeeding day that is not a Legal Holiday, and no interest shall accrue on
such payment for the intervening period.

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

        "LIEN" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset,
whether or not filed, recorded or otherwise perfected under applicable law,
including any conditional sale or other title retention agreement, any lease in
the nature thereof, any option or other agreement to sell or give a security
interest in and any filing of or agreement to give any financing statement under
the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

        "LIQUIDATED DAMAGES" means all liquidated damages then owing pursuant to
Section 7 of the Registration Rights Agreement.

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

                                       11
<Page>

               (1)    any gain (but not loss), together with any related
        provision for taxes on such gain (but not loss), realized in connection
        with:

                      (a)  any Asset Sale, including, without limitation,
        dispositions pursuant to sale and leaseback transactions; or

                      (b)  the disposition of any securities by such Person or
        any of its Restricted Subsidiaries or the extinguishment of any
        Indebtedness of such Person or any of its Restricted Subsidiaries; and

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

        "NET PROCEEDS" means the aggregate cash proceeds received by the Company
or any of its Restricted Subsidiaries in respect of any Asset Sale (including,
without limitation, any cash received upon the sale or other disposition of any
non-cash consideration received in any Asset Sale), net of the direct costs
relating to such Asset Sale, including, without limitation, legal, accounting
and investment banking fees, and sales commissions, and any relocation expenses
incurred as a result of the Asset Sale, taxes paid or payable as a result of the
Asset Sale, in each case, after taking into account any available tax credits or
deductions and any tax sharing arrangements, and any reserve for adjustment in
respect of the sale price of such asset or assets established in accordance with
GAAP.

        "NON-RECOURSE DEBT" means Indebtedness:

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

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

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

        "NON-U.S. PERSON" means a Person who is not a U.S. Person.

        "NOTE GUARANTEE" means the Guarantee by each Guarantor of the Company's
payment obligations under this Indenture and on the Notes, executed pursuant to
the provisions of this Indenture.

        "NOTES" has the meaning assigned to it in the preamble to this
Indenture. The Initial Notes and the Additional Notes shall be treated as a
single class for all purposes under this Indenture.

        "OBLIGATIONS" means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any Indebtedness, and in all cases whether now
outstanding or hereafter created, assumed or incurred and including, without
limitation, interest accruing subsequent to the filing of a petition in
bankruptcy at the rate provided in the

                                       12
<Page>

relevant document, whether or not an allowed claim, and any obligation to redeem
or defease any of the foregoing.

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

        "OFFICERS' CERTIFICATE" means a certificate signed on behalf of the
Company by two Officers of the Company, one of whom must be the principal
executive officer, the principal financial officer, the treasurer or the
principal accounting officer of the Company, that meets the requirements of
Section 12.05 hereof.

        "OPINION OF COUNSEL" means an opinion from legal counsel who is
reasonably acceptable to the Trustee, that meets the requirements of Section
12.05 hereof. The counsel may be an employee of or counsel to the Company, any
Subsidiary of the Company or the Trustee.

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

        "PERMITTED BUSINESS" means any of the businesses and any other
businesses related to the businesses engaged in by the Company and its
respective Restricted Subsidiaries on the date of the Indenture.

        "PERMITTED HOLDERS" means the holders of the Company's 18% Senior
Convertible Redeemable Preferred Stock due 2008.

        "PERMITTED INVESTMENTS" means :

               (1)    any Investment in the Company or in a Wholly Owned
        Restricted Subsidiary of the Company that is engaged in a Permitted
        Business;

               (2)    any Investment in Cash Equivalents;

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

                      (a)  such Person becomes a Wholly Owned Restricted
        Subsidiary of the Company that is engaged in a Permitted Business; or

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

               (4)    any Investment made as a result of the receipt of non-cash
        consideration from an Asset Sale that was made pursuant to and in
        compliance with Section 3.09;

               (5)    any acquisition of assets solely in exchange for the
        issuance of Equity Interests (other than Disqualified Stock) of the
        Company;

                                       13
<Page>

               (6)    any loans or advances made after the date of this
        Indenture to Steamboat Holdings, Inc. or any successor thereto not to
        exceed $10.0 million at any time outstanding;

               (7)    any travel and other like advances in the ordinary course
        of business consistent with past practices to officers, employees and
        consultants of the Company or a Subsidiary of the Company;

               (8)    any other Investments in any Person having an aggregate
        fair market value (measured on the date each such Investment was made
        and without giving effect to subsequent changes in value), when taken
        together with all other Investments made pursuant to this clause (8)
        that are at the time not to exceed $10 million; and

               (9)    any loans or advances made after the date of this
        Indenture to AP Holdings, Inc., not to exceed $9.0 million at any time
        outstanding.

        "PERMITTED LIENS" means:

               (1)    Liens on assets of the Company or any Guarantor securing
        Indebtedness and other Obligations under Credit Facilities that were
        permitted by the terms of this Indenture to be incurred;

               (2)    Liens in favor of the Company;

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

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

               (5)    Liens to secure the performance of bids, tenders,
        contracts, statutory obligations, surety or appeal bonds, performance
        bonds or other obligations of a like nature incurred in the ordinary
        course of business;

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

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

               (8)    Liens incurred in the ordinary course of business of the
        Company or any Restricted Subsidiary of the Company with respect to
        obligations that do not exceed $5.0 million at any one time outstanding
        and that (a) are not incurred in connection with the borrowing of money
        or the obtaining of advances or credit (other than trade credit in the
        ordinary course of business) and (b) do not in the aggregate materially
        detract from the value of the property or materially impair the use
        thereof in the operation of business by the Company or such Restricted
        Subsidiary;

                                       14
<Page>

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

               (10)   Liens on the daily revenues in favor of Persons other than
        the Company and its Restricted Subsidiaries who are parties to parking
        facility agreements for the amounts due to them pursuant thereto;

               (11)   Liens arising by applicable law in respect of employees'
        wages, salaries or commissions not overdue;

               (12)   Liens arising out of judgments or awards not in excess of
        $5.0 million with respect to which the Company or its Subsidiary with
        respect to which the Company or such Subsidiaries are prosecuting an
        appeal or a proceeding or review and the enforcement of such Lien is
        stayed pending such appeal or review; and

               (13)   Liens to secure Indebtedness (including Capital Lease
        Obligations) permitted by clause (4) of Section 4.09(c) covering only
        the assets acquired with such Indebtedness.

        "PERMITTED REFINANCING INDEBTEDNESS" means any Indebtedness of the
Company or any of its Restricted Subsidiaries issued in exchange for, or the net
proceeds of which are used to extend, refinance, renew, replace, defease or
refund, other Indebtedness of the Company or any of its Restricted Subsidiaries;
provided that:

               (1)    the principal amount (or accreted value, if applicable) of
        such Permitted Refinancing Indebtedness does not exceed the principal
        amount (or accreted value, if applicable) of the Indebtedness extended,
        refinanced, renewed, replaced, defeased or refunded (plus all accrued
        interest on the Indebtedness and the amount of all reasonable expenses
        incurred in connection therewith) ;

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

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

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

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

        "PRINCIPALS" means Steamboat Holdings, Inc., John V. Holten or, in the
case of the Company, AP Holdings, Inc.

                                       15
<Page>

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

        "PRIVATELY PLACED GLOBAL NOTE" means a Global Note substantially in the
form of Exhibit A hereto bearing the Global Note Legend and the Private
Placement Legend and deposited with or on behalf of, and registered in the name
of, the Depositary or its nominee that will be issued in a denomination equal to
the outstanding principal amount of the Notes sold in reliance on an exemption
from Section 5 of the Securities Act.

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

        "RECEIVABLES" means, with respect to any Person, all of the following
property and interests in property of such Person, whether now existing or
existing in the future or hereafter acquired or arising:

               (1)    accounts;

               (2)    accounts receivable incurred in the ordinary course of
        business, including without limitation, all rights to payment created by
        or arising from sales of goods, leases of goods or the rendition of
        services no matter how evidenced, whether or not earned by performance;

               (3)    all rights to any goods or merchandise represented by any
        of the foregoing after creation of the foregoing, including, without
        limitation, returned or repossessed goods;

               (4)    all reserves and credit balances with respect to any such
        accounts receivable or account debtors;

               (5)    all letters of credit, security or guarantees for any of
        the foregoing,

               (6)    all insurance policies or reports relating to any of the
        foregoing;

               (7)    all collection or deposit accounts relating to any of the
        foregoing;

               (8)    all proceeds of the foregoing; and

               (9)    all books and records relating to any of the foregoing.

        "REGISTRATION RIGHTS AGREEMENT" means the Registration Rights Agreement,
dated as of January 11, 2002, among the Company, the Guarantors and the other
parties named on the signature pages thereof, as such agreement may be amended,
modified or supplemented from time to time and, with respect to any Additional
Notes, one or more registration rights agreements among the Company, the
Guarantors and the other parties thereto, as such agreement(s) may be amended,
modified or supplemented from time to time, relating to rights given by the
Company to the purchasers of Additional Notes to register such Additional Notes
under the Securities Act.

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

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

        "RELATED PARTY" means:

                                       16
<Page>

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

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

        "REORGANIZATION SECURITIES" means securities distributed to the Holders
of the Notes in an Insolvency or Liquidation Proceeding pursuant to a plan of
reorganization consented to by each class of the Senior Debt, but only if all of
the terms and conditions of such securities (including, without limitation,
term, tenor, interest, amortization, subordination, standstills, covenants and
defaults), are at least as favorable (and provide the same relative benefits) to
the holders of Senior Debt and to the holders of any security distributed in
such Insolvency or Liquidation Proceeding on account of any such Senior Debt as
the terms and conditions of the Notes and the Indenture are, and provide to the
holders of Senior Debt.

        "REPRESENTATIVE" means the trustee, agent or representative for any
Senior Debt.

        "RESPONSIBLE OFFICER," when used with respect to the Trustee, means any
officer within the Corporate Trust Administration Department of the Trustee (or
any successor group of the Trustee) with direct responsibility for the
administration of this Indenture and also means, with respect to a particular
corporate trust matter, any other officer to whom such matter is referred
because of his knowledge of and familiarity with the particular subject.

        "RESTRICTED DEFINITIVE NOTE" means a Definitive Note bearing the Private
Placement Legend.

        "RESTRICTED GLOBAL NOTE" means a Global Note bearing the Private
Placement Legend.

        "RESTRICTED INVESTMENT" means an Investment other than a Permitted
Investment.

        "RESTRICTED SUBSIDIARY" means any Subsidiary that is not an Unrestricted
Subsidiary.

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

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

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

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

        "SEC" means the Securities and Exchange Commission.

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

        "SECURITY AGREEMENT" means the Security Agreement dated as of the date
of this Indenture and substantially in the form attached as Exhibit G-1 hereto,
as such agreement may be amended, modified or supplemented from time to time.

        "SECURITY DOCUMENTS" means (1) the Security Agreement; (2) the Pledge
Security Agreement, dated as of the date of this Indenture and substantially in
the form attached as Exhibit G-2 (3) the Patent

                                       17
<Page>

Collateral Assignment and Security Agreement dated as of the date of this
Indenture and substantially in the form attached as Exhibit G-3; (4) the
Trademark Collateral Pledge and Security Agreement dated as of the date of this
Indenture and substantially in the form attached as Exhibit G-4 (5) the
Memorandum of Grant of Security Interest in Copyrights dated as of the date of
this Indenture and substantially in the form attached as Exhibit G-5; (6) the
Partnership Interests Security Agreement dated as of the date of this Indenture
and substantially in the form attached as Exhibit G-6; (7) the Limited Liability
Company Membership Interests Security Agreement dated as of the date of this
Indenture and substantially in the form attached as Exhibit G-7; and (8) the
Joint Venture Interest Security Agreement dated as of the date of this Indenture
and substantially in the form attached as Exhibit G-8.

        "SENIOR DEBT" means:

               (1)    all Indebtedness outstanding under the Credit Agreement,
        including any Guarantees thereof and all Hedging Obligations with
        respect thereto;

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

               (3)    all Obligations with respect to the foregoing.
        Notwithstanding anything to the contrary in the foregoing, Senior Debt
        will not include:

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

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

               (6)    any trade payables; or

               (7)    any Indebtedness that is incurred in violation of this
        Indenture.

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

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

        "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.

        "SUBORDINATED NOTE INDENTURE" means that certain indenture, dated as of
March 30, 1998, by and among, the Company, the guarantors named therein and
State Street Bank and Trust Company, as trustee as such agreement is in effect
on the date of this Indenture.

        "SUBORDINATED NOTES" means the Company's 9 1/4% Senior Subordinated
Notes due 2008 issued pursuant to the Subordinated Note Indenture.

                                       18
<Page>

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

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

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

        "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. Sections
77aaa-77bbbb) as in effect on the date on which this Indenture is qualified
under the TIA; PROVIDED, HOWEVER, that in the event the Trust Indenture Act is
amended after such date, "Trust Indenture Act" means, to the extent required by
any such amendment, the Trust Indenture Act of 1939 as so amended.

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

        "UNRESTRICTED GLOBAL NOTE" means a permanent global Note substantially
in the form of Exhibit A attached hereto that bears the Global Note Legend and
that has the "Schedule of Exchanges of Interests in the Global Note" attached
thereto, that is deposited with or on behalf of and registered in the name of
the Depositary, and that does not bear the Private Placement Legend.

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

        "UNRESTRICTED SUBSIDIARY" means any Subsidiary that is designated by the
Board of Directors as an Unrestricted Subsidiary pursuant to a resolution of the
Board of Directors; but only to the extent that such Subsidiary:

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

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

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

               (4)    has not guaranteed or otherwise directly or indirectly
        provided credit support for any Indebtedness of the Company or any of
        its Restricted Subsidiaries. Any such designation by the Board of
        Directors of the Company shall be evidenced to the Trustee by filing
        with the Trustee a certified copy of the resolution of the Board of
        Directors giving effect to such designation and an Officers' Certificate
        certifying that such designation complied with the

                                       19
<Page>

        foregoing conditions and was permitted by Section 4.07. If, at any time,
        any Unrestricted Subsidiary would fail to meet the foregoing
        requirements as an Unrestricted Subsidiary, it shall thereafter cease to
        be an Unrestricted Subsidiary for purposes of this Indenture and any
        Indebtedness of such Subsidiary shall be deemed to be incurred by a
        Restricted Subsidiary of the Company as of such date (and, if such
        Indebtedness is not permitted to be incurred as of such date under
        Section 4.09, the Company shall be in default of Section 4.09). The
        Board of Directors of the Company may at any time designate any
        Unrestricted Subsidiary to be a Restricted Subsidiary; PROVIDED, that
        such designation shall be deemed to be an incurrence of Indebtedness by
        a Restricted Subsidiary of the Company of any outstanding Indebtedness
        of such Unrestricted Subsidiary and such designation shall only be
        permitted if (i) such Indebtedness is permitted under Section 4.09, and
        (ii) no Default or Event of Default would be in existence following such
        designation.

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

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

        "WEIGHTED AVERAGE LIFE TO MATURITY" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing:

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

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

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

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

Section 1.02      OTHER DEFINITIONS.

<Table>
<Caption>
                                                                                                DEFINED IN
        TERM                                                                                      SECTION
        ----                                                                                      -------
        <S>                                                                                        <C>
        "AFFILIATE TRANSACTION".............................................................       4.11
        "ASSET SALE OFFER"..................................................................       3.09
        "AUTHENTICATION ORDER"..............................................................       2.02
        "CHANGE OF CONTROL OFFER"...........................................................       4.15
        "CHANGE OF CONTROL PAYMENT".........................................................       4.15
        "CHANGE OF CONTROL PAYMENT DATE"....................................................       4.15
        "COVENANT DEFEASANCE"...............................................................       8.03
</Table>

                                       20
<Page>

<Table>
<Caption>
                                                                                                DEFINED IN
        TERM                                                                                      SECTION
        ----                                                                                      -------
        <S>                                                                                       <C>
        "DTC"...............................................................................       2.03
        "EVENT OF DEFAULT"..................................................................       6.01
        "EXCESS PROCEEDS"...................................................................       4.10
        "INCUR".............................................................................       4.09
        "LEGAL DEFEASANCE"..................................................................       8.02
        "OFFER AMOUNT"......................................................................       3.09
        "OFFER PERIOD"......................................................................       3.09
        "PAYING AGENT"......................................................................       2.03
        "PAYMENT NOTICE"....................................................................      10.04
        "PAYMENT BLOCKAGE PERIOD............................................................      10.04
        "PERMITTED DEBT"....................................................................       4.09
        "PERMITTED JUNIOR SECURITIES".......................................................      10.02
        "PIK NOTES".........................................................................       2.01
        "PURCHASE DATE".....................................................................       3.09
        "REGISTRAR".........................................................................       2.03
        "RESTRICTED PAYMENTS"...............................................................       4.07
</Table>

Section 1.03   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:

        "INDENTURE SECURITIES" means the Notes;

        "INDENTURE SECURITY HOLDER" means a Holder of a Note;

        "INDENTURE TO BE QUALIFIED" means this Indenture;

        "INDENTURE TRUSTEE" or "INSTITUTIONAL TRUSTEE" means the Trustee; and

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

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

Section 1.04   RULES OF CONSTRUCTION.

        Unless the context otherwise requires:

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

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

               (3)    "or" is not exclusive;

                                       21
<Page>

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

               (5)    "will" shall be interpreted to express a command;

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

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

                                   ARTICLE 2.
                                   THE NOTES

Section 2.01   FORM AND DATING.

        (a)    GENERAL. The Notes and the Trustee's certificate of
authentication will be substantially in the form of Exhibit A attached hereto.
The Notes may have notations, legends or endorsements required by law, stock
exchange rule or usage. Each Note will be dated the date of its authentication.
The Notes shall be in denominations of $100 and integral multiples thereof;
PROVIDED, HOWEVER, to the extent that the amount of Notes to be issued is
greater than $1,000 in principal amount, the Notes shall be issued in multiples
of $1,000 and integral multiples thereof, with the remaining principal amount
issued in denominations of $100 principal amount and integral multiples thereof.
Additional Notes paid as interest (the "PIK Notes") will be issued in
denominations of $100 principal amount and integral multiples thereof. The
amount of PIK Notes issued will be rounded down to the nearest $100 with any
fractional amount paid to the applicable Holder in cash. PIK Notes will bear
interest (including interest paid on the date of maturity of the Notes) and
Liquidated Damages, if any, in a manner identical to all other Notes issued
under this Indenture.

        The terms and provisions contained in the Notes will constitute, and
are hereby expressly made, a part of this Indenture and the Company, the
Guarantors and the Trustee, by their execution and delivery of this Indenture,
expressly agree to such terms and provisions and to be bound thereby. However,
to the extent any provision of any Note conflicts with the express provisions of
this Indenture, the provisions of this Indenture shall govern and be
controlling.

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

        (c)    (1)    EUROCLEAR AND CLEARSTREAM PROCEDURES APPLICABLE. The
provisions of the "Operating Procedures of the Euroclear System" and "Terms and
Conditions Governing Use of Euroclear" and the "General Terms and Conditions of
Clearstream Banking" and "Customer Handbook"

                                       22
<Page>

of Clearstream will be applicable to transfers of beneficial interests in the
Regulation S Global Notes that are held by Participants through Euroclear or
Clearsteam.

Section 2.02   EXECUTION AND AUTHENTICATION.

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

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

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

        The Trustee will, upon receipt of a written order of the Company signed
by two Officers (an "AUTHENTICATION ORDER"), authenticate PIK Notes and Notes
for original issue up to the aggregate principal amount stated in paragraph 4 of
the Notes. The aggregate principal amount of Notes outstanding at any time may
not exceed such amount except as provided in Section 2.08 hereof.

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

Section 2.03   REGISTRAR AND PAYING AGENT.

        The Company will maintain an office or agency where Notes may be
presented for registration of transfer or for exchange ("REGISTRAR") and an
office or agency where Notes may be presented for payment ("PAYING AGENT"). The
Registrar will keep a register of the Notes and of their transfer and exchange.
The Company may appoint one or more co-registrars and one or more additional
paying agents. The term "Registrar" includes any co-registrar and the term
"Paying Agent" includes any additional paying agent. The Company may change any
Paying Agent or Registrar without notice to any Holder. The Company will notify
the Trustee in writing of the name and address of any Agent not a party to this
Indenture. If the Company fails to appoint or maintain another entity as
Registrar or Paying Agent, the Trustee shall act as such. The Company or any of
its Subsidiaries may act as Paying Agent or Registrar.

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

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

Section 2.04   PAYING AGENT TO HOLD MONEY IN TRUST.

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

                                       23
<Page>

Agent, it will segregate and hold in a separate trust fund for the benefit of
the Holders all money held by it as Paying Agent. Upon any bankruptcy or
reorganization proceedings relating to the Company, the Trustee will serve as
Paying Agent for the Notes.

Section 2.05   HOLDER LISTS.

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

Section 2.06   TRANSFER AND EXCHANGE.

        (a)    TRANSFER AND EXCHANGE OF GLOBAL NOTES. A Global Note may not be
transferred as a whole except by the Depositary to a nominee of the Depositary,
by a nominee of the Depositary to the Depositary or to another nominee of the
Depositary, or by the Depositary or any such nominee to a successor Depositary
or a nominee of such successor Depositary. All Global Notes will be exchanged by
the Company for Definitive Notes if:

               (1)    the Company delivers to the Trustee notice from the
        Depositary that it is unwilling or unable to continue to act as
        Depositary or that it is no longer a clearing agency registered under
        the Exchange Act and, in either case, a successor Depositary is not
        appointed by the Company within 120 days after the date of such notice
        from the Depositary;

               (2)    the Company in its sole discretion determines that the
        Global Notes (in whole but not in part) should be exchanged for
        Definitive Notes and delivers a written notice to such effect to the
        Trustee; or

               (3)    there has occurred and is continuing a Default or Event of
        Default with respect to the Notes and the Trustee requests that the
        Global Notes be exchanged for Definitive Notes.

        Upon the occurrence of either of the preceding events in (1) or (2)
above, Definitive Notes shall be issued in such names as the Depositary shall
instruct the Trustee. Global Notes also may be exchanged or replaced, in whole
or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note
authenticated and delivered in exchange for, or in lieu of, a Global Note or any
portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof,
shall be authenticated and delivered in the form of, and shall be, a Global
Note. A Global Note may not be exchanged for another Note other than as provided
in this Section 2.06(a); however, beneficial interests in a Global Note may be
transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

        (b)    TRANSFER AND EXCHANGE OF BENEFICIAL INTERESTS IN THE GLOBAL
NOTES. The transfer and exchange of beneficial interests in the Global Notes
will be effected through the Depositary, in accordance with the provisions of
this Indenture and the Applicable Procedures. Transfers of beneficial interests
in the Global Notes also will require compliance with either subparagraph (1) or
(2) below, as applicable, as well as one or more of the other following
subparagraphs, as applicable:

               (1)    TRANSFER OF BENEFICIAL INTERESTS IN THE SAME GLOBAL NOTE.
        Beneficial interests in any Restricted Global Note may be transferred to
        Persons who take delivery thereof in the form of a beneficial interest
        in the same Restricted Global Note in accordance with the transfer

                                       24
<Page>

        restrictions set forth in the Private Placement Legend; PROVIDED,
        HOWEVER, that prior to the expiration of the Restricted Period,
        transfers of beneficial interests in the Regulation S Global Note may
        not be made to a U.S. Person or for the account or benefit of a U.S.
        Person. Beneficial interests in any Unrestricted Global Note may be
        transferred to Persons who take delivery thereof in the form of a
        beneficial interest in an Unrestricted Global Note. No written orders or
        instructions shall be required to be delivered to the Registrar to
        effect the transfers described in this Section 2.06(b)(1).

               (2)    ALL OTHER TRANSFERS AND EXCHANGES OF BENEFICIAL INTERESTS
        IN GLOBAL NOTES. In connection with all transfers and exchanges of
        beneficial interests that are not subject to Section 2.06(b)(1) above,
        the transferor of such beneficial interest must deliver to the Registrar
        either:

                      (A)  both:

                           (i)   a written order from a Participant or an
                      Indirect Participant given to the Depositary in accordance
                      with the Applicable Procedures directing the Depositary to
                      credit or cause to be credited a beneficial interest in
                      another Global Note in an amount equal to the beneficial
                      interest to be transferred or exchanged; and

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

                      (B)  both:

                           (i)   a written order from a Participant or an
                      Indirect Participant given to the Depositary in accordance
                      with the Applicable Procedures directing the Depositary to
                      cause to be issued a Definitive Note in an amount equal to
                      the beneficial interest to be transferred or exchanged;
                      and

                           (ii)  instructions given by the Depositary to the
                      Registrar containing information regarding the Person in
                      whose name such Definitive Note shall be registered to
                      effect the transfer or exchange referred to in (1) above.
                      Upon consummation of an Exchange Offer by the Company in
                      accordance with Section 2.06(f) hereof, the requirements
                      of this Section 2.06(b)(2) shall be deemed to have been
                      satisfied upon receipt by the Registrar of the
                      instructions contained in the Letter of Transmittal
                      delivered by the Holder of such beneficial interests in
                      the Restricted Global Notes. Upon satisfaction of all of
                      the requirements for transfer or exchange of beneficial
                      interests in Global Notes contained in this Indenture and
                      the Notes or otherwise applicable under the Securities
                      Act, the Trustee shall adjust the principal amount of the
                      relevant Global Note(s) pursuant to Section 2.06(h)
                      hereof.

               (3)    TRANSFER OF BENEFICIAL INTERESTS TO ANOTHER RESTRICTED
        GLOBAL NOTE. A beneficial interest in any Restricted Global Note may be
        transferred to a Person who takes delivery thereof in the form of a
        beneficial interest in another Restricted Global Note if the transfer
        complies with the requirements of Section 2.06(b)(2) above and the
        Registrar receives the following:

                                       25
<Page>

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

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

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

               (4)    TRANSFER AND EXCHANGE OF BENEFICIAL INTERESTS IN A
        RESTRICTED GLOBAL NOTE FOR BENEFICIAL INTERESTS IN AN UNRESTRICTED
        GLOBAL NOTE. A beneficial interest in any Restricted Global Note may be
        exchanged by any holder thereof for a beneficial interest in an
        Unrestricted Global Note or transferred to a Person who takes delivery
        thereof in the form of a beneficial interest in an Unrestricted Global
        Note if the exchange or transfer complies with the requirements of
        Section 2.06(b)(2) above and:

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

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

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

                      (D)  the Registrar receives the following:

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

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

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

                                       26
<Page>

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

        If any such transfer is effected pursuant to subparagraph (B) or (D)
above at a time when an Unrestricted Global Note has not yet been issued, the
Company shall issue and, upon receipt of an Authentication Order in accordance
with Section 2.02 hereof, the Trustee shall authenticate one or more
Unrestricted Global Notes in an aggregate principal amount equal to the
aggregate principal amount of beneficial interests transferred pursuant to
subparagraph (B) or (D) above.

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

        (c)    TRANSFER OR EXCHANGE OF BENEFICIAL INTERESTS FOR DEFINITIVE
NOTES.

               (1)    BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES TO
        RESTRICTED DEFINITIVE NOTES. If any holder of a beneficial interest in a
        Restricted Global Note proposes to exchange such beneficial interest for
        a Restricted Definitive Note or to transfer such beneficial interest to
        a Person who takes delivery thereof in the form of a Restricted
        Definitive Note, then, upon receipt by the Registrar of the following
        documentation:

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

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

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

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

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

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

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

                                       27
<Page>

the Trustee shall cause the aggregate principal amount of the applicable Global
Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the
Company shall execute and the Trustee shall authenticate and deliver to the
Person designated in the instructions a Definitive Note in the appropriate
principal amount. Any Definitive Note issued in exchange for a beneficial
interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be
registered in such name or names and in such authorized denomination or
denominations as the holder of such beneficial interest shall instruct the
Registrar through instructions from the Depositary and the Participant or
Indirect Participant. The Trustee shall deliver such Definitive Notes to the
Persons in whose names such Notes are so registered. Any Definitive Note issued
in exchange for a beneficial interest in a Restricted Global Note pursuant to
this Section 2.06(c)(1) shall bear the Private Placement Legend and shall be
subject to all restrictions on transfer contained therein.

               (2)    BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES TO
        UNRESTRICTED DEFINITIVE NOTES. A holder of a beneficial interest in a
        Restricted Global Note may exchange such beneficial interest for an
        Unrestricted Definitive Note or may transfer such beneficial interest to
        a Person who takes delivery thereof in the form of an Unrestricted
        Definitive Note only if:

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

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

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

                      (D)  the Registrar receives the following:

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

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

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

                                       28
<Page>

               (3)    BENEFICIAL INTERESTS IN UNRESTRICTED GLOBAL NOTES TO
        UNRESTRICTED DEFINITIVE NOTES. If any holder of a beneficial interest in
        an Unrestricted Global Note proposes to exchange such beneficial
        interest for a Definitive Note or to transfer such beneficial interest
        to a Person who takes delivery thereof in the form of a Definitive Note,
        then, upon satisfaction of the conditions set forth in Section
        2.06(b)(2) hereof, the Trustee will cause the aggregate principal amount
        of the applicable Global Note to be reduced accordingly pursuant to
        Section 2.06(h) hereof, and the Company will execute and the Trustee
        will authenticate and deliver to the Person designated in the
        instructions a Definitive Note in the appropriate principal amount. Any
        Definitive Note issued in exchange for a beneficial interest pursuant to
        this Section 2.06(c)(3) will be registered in such name or names and in
        such authorized denomination or denominations as the holder of such
        beneficial interest requests through instructions to the Registrar from
        or through the Depositary and the Participant or Indirect Participant.
        The Trustee will deliver such Definitive Notes to the Persons in whose
        names such Notes are so registered. Any Definitive Note issued in
        exchange for a beneficial interest pursuant to this Section 2.06(c)(3)
        will not bear the Private Placement Legend.

        (d)    TRANSFER AND EXCHANGE OF DEFINITIVE NOTES FOR BENEFICIAL
INTERESTS.

               (1)    RESTRICTED DEFINITIVE NOTES TO BENEFICIAL INTERESTS IN
        RESTRICTED GLOBAL NOTES. If any Holder of a Restricted Definitive Note
        proposes to exchange such Note for a beneficial interest in a Restricted
        Global Note or to transfer such Restricted Definitive Notes to a Person
        who takes delivery thereof in the form of a beneficial interest in a
        Restricted Global Note, then, upon receipt by the Registrar of the
        following documentation:

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

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

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

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

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

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

                                       29
<Page>

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

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

               (2)    RESTRICTED DEFINITIVE NOTES TO BENEFICIAL INTERESTS IN
        UNRESTRICTED GLOBAL NOTES. A Holder of a Restricted Definitive Note may
        exchange such Note for a beneficial interest in an Unrestricted Global
        Note or transfer such Restricted Definitive Note to a Person who takes
        delivery thereof in the form of a beneficial interest in an Unrestricted
        Global Note only if:

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

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

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

                      (D) the Registrar receives the following:

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

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

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

               Upon satisfaction of the conditions of any of the subparagraphs
        in this Section 2.06(d)(2), the Trustee will cancel the Definitive Notes
        and increase or cause to be increased the aggregate principal amount of
        the Unrestricted Global Note.

                                       30
<Page>

               (3)    UNRESTRICTED DEFINITIVE NOTES TO BENEFICIAL INTERESTS IN
        UNRESTRICTED GLOBAL NOTES. A Holder of an Unrestricted Definitive Note
        may exchange such Note for a beneficial interest in an Unrestricted
        Global Note or transfer such Definitive Notes to a Person who takes
        delivery thereof in the form of a beneficial interest in an Unrestricted
        Global Note at any time. Upon receipt of a request for such an exchange
        or transfer, the Trustee will cancel the applicable Unrestricted
        Definitive Note and increase or cause to be increased the aggregate
        principal amount of one of the Unrestricted Global Notes.

               If any such exchange or transfer from a Definitive Note to a
        beneficial interest is effected pursuant to subparagraphs (2)(B), (2)(D)
        or (3) above at a time when an Unrestricted Global Note has not yet been
        issued, the Company will issue and, upon receipt of an Authentication
        Order in accordance with Section 2.02 hereof, the Trustee will
        authenticate one or more Unrestricted Global Notes in an aggregate
        principal amount equal to the principal amount of Definitive Notes so
        transferred.

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

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

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

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

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

               (2)    RESTRICTED DEFINITIVE NOTES TO UNRESTRICTED DEFINITIVE
        NOTES. Any Restricted Definitive Note may be exchanged by the Holder
        thereof for an Unrestricted Definitive Note or transferred to a Person
        or Persons who take delivery thereof in the form of an Unrestricted
        Definitive Note if:

                      (A)  such exchange or transfer is effected pursuant to the
               Exchange Offer in accordance with the Registration Rights
               Agreement and the Holder, in the case of an exchange, or the
               transferee, in the case of a transfer, certifies in the
               applicable Letter of Transmittal that it is not (i) a
               broker-dealer, (ii) a Person participating in the distribution

                                       31
<Page>

               of the Exchange Notes or (iii) a Person who is an affiliate (as
               defined in Rule 144) of the Company;

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

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

                      (D)  the Registrar receives the following:

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

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

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

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

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

               (1)    one or more Unrestricted Global Notes in an aggregate
        principal amount equal to the principal amount of the beneficial
        interests in the Restricted Global Notes tendered into the Exchange
        Offer by Persons that certify in the applicable Letters of Transmittal
        that (A) they are not Broker-Dealers, (B) they are not participating in
        a distribution of the Exchange Notes and (z) they are not affiliates (as
        defined in Rule 144) of the Company; and

               (2)    Unrestricted Definitive Notes in an aggregate principal
        amount equal to the principal amount of the Restricted Definitive Notes
        accepted for exchange in the Exchange Offer.

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

                                       32
<Page>

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

               (1)    Private Placement Legend.

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

"THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION
EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR
OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE
EXEMPTION THEREFROM.

THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS
SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN
THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) (II) IN
THE UNITED STATES, TO A PERSON THE SELLER REASONABLY BELIEVES IS AN
INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(A) (1), (2), (3) OR
(7) OF REGULATION D UNDER THE SECURITIES ACT) WHO, PRIOR TO SUCH TRANSFER,
FURNISHES TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND
AGREEMENTS RELATING TO THE TRANSFER OF THIS SECURITY (THE FORM OF WHICH MAY BE
OBTAINED FROM THE TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE
PRINCIPAL AMOUNT OF SECURITIES LESS THAN $250,000, AN OPINION OF COUNSEL
ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE
SECURITIES ACT, (III) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN
ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (IV) PURSUANT TO AN EXEMPTION
FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF
AVAILABLE) OR (V) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT, IN EACH OF CASES (I) THROUGH (V) IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER
WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS
SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE."

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

               (2)    GLOBAL NOTE LEGEND. Each Global Note will bear a legend in
        substantially the following form:

"THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS

                                       33
<Page>

GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION
2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE
FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL
NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT
OF APCOA/STANDARD PARKING, INC.

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

               (3)    ORIGINAL ISSUE DISCOUNT LEGEND. Each Note will bear a
        legend in substantially the following form:

"THIS NOTE WILL BE CONSIDERED TO HAVE BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT
("OID") FOR PURPOSES OF SECTIONS 1271 ET. SEQ. OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED. THE ISSUE DATE OF THIS NOTE IS JANUARY 11, 2002. FOR
INFORMATION REGARDING THE ISSUE PRICE, AMOUNT OF OID, AND YIELD TO MATURITY FOR
PURPOSES OF THE OID RULES, PLEASE CONTACT [NAME OF REPRESENTATIVE OF THE
COMPANY], [TITLE] OF APCOA/STANDARD PARKING, INC., AT 900 NORTH MICHIGAN AVENUE,
SUITE 1600, CHICAGO, ILLINOIS 60611, TELECOPIER NO.: (312) 640-6162, ATTENTION:
CHIEF FINANCIAL OFFICER."

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

        (i)    GENERAL PROVISIONS RELATING TO TRANSFERS AND EXCHANGES.

                                       34
<Page>

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

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

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

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

               (5)    The Company will not be required:

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

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

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

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

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

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

Section 2.07   REPLACEMENT NOTES.

        If any mutilated Note is surrendered to the Trustee or the Company and
the Trustee receives evidence to its satisfaction of the destruction, loss or
theft of any Note, the Company will issue and the

                                       35
<Page>

Trustee, upon receipt of an Authentication Order, will authenticate a
replacement Note if the Trustee's requirements are met. If required by the
Trustee or the Company, an indemnity bond must be supplied by the Holder that is
sufficient in the judgment of the Trustee and the Company to protect the
Company, the Trustee, any Agent and any authenticating agent from any loss that
any of them may suffer if a Note is replaced. The Company may charge for its
expenses in replacing a Note.

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

Section 2.08   OUTSTANDING NOTES.

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

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

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

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

Section 2.09   TREASURY NOTES.

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

Section 2.10   TEMPORARY NOTES.

        Until certificates representing Notes are ready for delivery, the
Company may prepare and the Trustee, upon receipt of an Authentication Order,
will authenticate temporary Notes. Temporary Notes will be substantially in the
form of certificated Notes but may have variations that the Company considers
appropriate for temporary Notes and as may be reasonably acceptable to the
Trustee. Without unreasonable delay, the Company will prepare and the Trustee
will authenticate definitive Notes in exchange for temporary Notes.

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

Section 2.11   CANCELLATION.

        The Company at any time may deliver Notes to the Trustee for
cancellation. The Registrar and Paying Agent will forward to the Trustee any
Notes surrendered to them for registration of transfer,

                                       36
<Page>

exchange or payment. The Trustee and no one else will cancel all Notes
surrendered for registration of transfer, exchange, payment, replacement or
cancellation and will destroy canceled Notes (subject to the record retention
requirement of the Exchange Act). Upon the Company's written request,
certification of the destruction of all canceled Notes will be delivered to the
Company. The Company may not issue new Notes to replace Notes that it has paid
or that have been delivered to the Trustee for cancellation.

Section 2.12   DEFAULTED INTEREST.

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

                                   ARTICLE 3.
                            REDEMPTION AND PREPAYMENT

Section 3.01   NOTICES TO TRUSTEE.

        If the Company elects to redeem Notes pursuant to the optional
redemption provisions of Section 3.07 hereof, it must furnish to the Trustee, at
least 30 days but not more than 60 days before a redemption date, an Officers'
Certificate setting forth:

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

               (2)    the redemption date;

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

               (4)    the redemption price.

Section 3.02   SELECTION OF NOTES TO BE REDEEMED OR PURCHASED.

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

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

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

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

                                       37
<Page>

        The Trustee will promptly notify the Company in writing of the Notes
selected for redemption or purchase and, in the case of any Note selected for
partial redemption or purchase, the principal amount thereof to be redeemed or
purchased. Notes and portions of Notes selected will be in amounts of $100 or
whole multiples of $100; except that if all of the Notes of a Holder are to be
redeemed or purchased, the entire outstanding amount of Notes held by such
Holder, even if not a multiple of $100, shall be redeemed or purchased. Except
as provided in the preceding sentence, provisions of this Indenture that apply
to Notes called for redemption or purchase also apply to portions of Notes
called for redemption or purchase.

Section 3.03   NOTICE OF REDEMPTION.

        Subject to the provisions of Section 3.09 hereof, at least 30 days but
not more than 60 days before a redemption date, the Company will mail or cause
to be mailed, by first class mail, a notice of redemption to each Holder whose
Notes are to be redeemed at its registered address, except that redemption
notices may be mailed more than 60 days prior to a redemption date if the notice
is issued in connection with a defeasance of the Notes or a satisfaction and
discharge of this Indenture pursuant to Articles 8 or 13 of this Indenture.

        The notice will identify the Notes to be redeemed and will state:

               (1)    the redemption date;

               (2)    the redemption price;

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

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

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

               (6)    that, unless the Company defaults in making such
        redemption payment, interest and Liquidated Damages, if any, on Notes
        called for redemption ceases to accrue on and after the redemption date;

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

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

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

                                       38
<Page>

Section 3.04   EFFECT OF NOTICE OF REDEMPTION.

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

Section 3.05   DEPOSIT OF REDEMPTION OR PURCHASE PRICE.

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

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

Section 3.06   NOTES REDEEMED OR PURCHASED IN PART.

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

Section 3.07   OPTIONAL REDEMPTION.

        (a)    The Notes are not redeemable at the Company's option prior to
January 1, 2002.

        (b)    After January 1, 2002 the Company may redeem all or a part of the
Notes upon not less than 30 nor more than 60 days' notice, at the redemption
prices (expressed as percentages of principal amount) set forth below plus
accrued and unpaid interest and Liquidated Damages, if any, thereon, to the
applicable redemption date, if redeemed during the twelve-month period beginning
on January 1 of the years indicated below:

<Table>
<Caption>
        YEAR                                                                  PERCENTAGE
        ----                                                                  ----------
        <S>                                                                        <C>
        2002.................................................................      102.0%
        2003.................................................................      103.0%
        2004.................................................................      104.0%
        2005 and thereafter..................................................      105.0%
</Table>

                                       39
<Page>

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

Section 3.08   MANDATORY REDEMPTION.

        Except as set forth under Sections 3.09, 4.10 and 4.15 hereof, the
Company is not required to make mandatory redemption payments with respect to
the Notes.

Section 3.09   OFFER TO PURCHASE BY APPLICATION OF EXCESS PROCEEDS.

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

        The Asset Sale Offer shall be made to all Holders and all holders of
other Indebtedness that is PARI PASSU with the Notes and which requires that an
offer to repurchase such Indebtedness be made at the time of the Asset Sale
Offer. The Asset Sale Offer will remain open for a period of at least 20
Business Days following its commencement and not more than 30 Business Days,
except to the extent that a longer period is required by applicable law (the
"OFFER PERIOD"). No later than five Business Days after the termination of the
Offer Period (the "PURCHASE DATE"), the Company will apply all Excess Proceeds
(the "Offer Amount") to the purchase of Notes and such other PARI PASSU
Indebtedness (on a pro rata basis, if applicable) or, if less than the Offer
Amount has been tendered, all Notes and other Indebtedness tendered in response
to the Asset Sale Offer. Payment for any Notes so purchased will be made in the
same manner as interest payments are made.

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

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

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

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

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

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

               (5)    that Holders electing to have a Note purchased pursuant to
        an Asset Sale Offer may elect to have Notes purchased in denominations
        of $100 principal amount and integral multiples thereof; provided,
        however, to the extent that the amount of Notes to be purchased from
        tendering Holders is greater than $1,000 in principal amount, the Notes
        shall be issued in multiples of $1,000 and integral multiples thereof,
        with the remaining principal amount purchased in denominations of $100
        principal amount and integral multiples thereof;

                                       40
<Page>

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

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

               (8)    that, if the aggregate principal amount of Notes and other
        PARI PASSU Indebtedness surrendered by Holders exceeds the Offer Amount,
        the Company will select the Notes and other PARI PASSU Indebtedness to
        be purchased on a PRO RATA basis based on the principal amount of Notes
        and such other PARI PASSU Indebtedness surrendered (with such
        adjustments as may be deemed appropriate by the Company so that only
        Notes in denominations of $100, or integral multiples thereof, will be
        purchased; provided, however, to the extent that the amount of notes to
        be purchased from tendering Holders is greater than $1,000 in principal
        amount, the Notes shall be issued in multiples of $1,000 and integral
        multiples thereof, with the remaining principal amount purchased in
        denominations of $100 principal amount and integral multiples thereof);
        and

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

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

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

                                   ARTICLE 4.
                                   COVENANTS

Section 4.01   PAYMENT OF NOTES.

        The Company will pay or cause to be paid the principal of, premium, if
any, and interest and Liquidated Damages, if any, on the Notes on the dates and
in the manner provided in the Notes.

                                       41
<Page>

Principal, premium, if any, and interest and Liquidated Damages, if any will be
considered paid on the date due if the Paying Agent, if other than the Company
or a Subsidiary thereof, holds as of 10:00 a.m. New York City Time on the due
date money deposited by the Company in immediately available funds and
designated for and sufficient to pay all principal, premium, if any, and
interest then due. The Company will pay all Liquidated Damages, if any, in the
same manner on the dates and in the amounts set forth in the Registration Rights
Agreement.

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

Section 4.02   MAINTENANCE OF OFFICE OR AGENCY.

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

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

        The Company hereby designates Trustee's drop agent, Computershare Trust
Company of New York, Wall Street Plaza, 88 Pine Street, 19th Floor, New York,
New York 10005, as one such office or agency of the Company in accordance with
Section 2.03 hereof.

Section 4.03   REPORTS.

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

               (1)    all quarterly and annual financial information that would
        be required to be contained in a filing with the SEC on Forms 10-Q and
        10-K if the Company were required to file such forms, including a
        "Management's Discussion and Analysis of Financial Condition and Results
        of Operations" and, with respect to the annual information only, a
        report thereon by the Company's certified independent accountants; and

               (2)    all current reports that would be required to be filed
        with the SEC on Form 8-K if the Company were required to file such
        reports.

                                       42
<Page>

        In addition, following the consummation of the Exchange Offer
contemplated by the Registration Rights Agreement, whether or not required by
the SEC, the Company will file a copy of all of the information and reports
referred to in clauses (1) and (2) above with the SEC for public availability
within the time periods specified in the SEC's rules and regulations (unless the
SEC will not accept such a filing) and make such information available to
securities analysts and prospective investors upon request. The Company will at
all times comply with TIA Section 314(a).

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

Section 4.04   COMPLIANCE CERTIFICATE.

        (a)    The Company and each Guarantor (to the extent that such Guarantor
is so required under the TIA) shall deliver to the Trustee, within 90 days after
the end of each fiscal year, an Officers' Certificate stating that a review of
the activities of the Company and its Subsidiaries during the preceding fiscal
year has been made under the supervision of the signing Officers with a view to
determining whether the Company and each Guarantor has kept, observed, performed
and fulfilled its obligations under this Indenture and the Security Documents,
and further stating, as to each such Officer signing such certificate, that to
the best of his or her knowledge the Company and each Guarantor has kept,
observed, performed and fulfilled each and every covenant contained in this
Indenture and the Security Documents and is not in default in the performance or
observance of any of the terms, provisions and conditions of this Indenture or
the Security Documents (or, if a Default or Event of Default has occurred,
describing all such Defaults or Events of Default of which he or she may have
knowledge and what action the Company is taking or proposes to take with respect
thereto) and that to the best of his or her knowledge no event has occurred and
remains in existence by reason of which payments on account of the principal of
or interest, if any, on the Notes is prohibited or if such event has occurred, a
description of the event and what action the Company or such Guarantor, as the
case may be, is taking or proposes to take with respect thereto.

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

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

Section 4.05   TAXES.

        The Company will pay, and will cause each of its Subsidiaries to pay,
prior to delinquency, all material taxes, assessments, and governmental levies
except such as are contested in good faith and by appropriate proceedings or
where the failure to effect such payment is not adverse in any material respect
to the Holders of the Notes.

                                       43
<Page>

Section 4.06   STAY, EXTENSION AND USURY LAWS.

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

Section 4.07   RESTRICTED PAYMENTS.

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

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

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

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

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

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

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

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

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

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

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

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

                      (D)  if any Unrestricted Subsidiary (i) is redesignated as
               a Restricted Subsidiary, the fair market value of such
               redesignated Subsidiary (as determined in good faith by the Board
               of Directors of the Company) as of the date of its redesignation
               or (ii) pays any cash dividends or cash contributions to the
               Company or any of its Restricted Subsidiaries, 50% of any such
               cash dividends or cash distributions made after the date of this
               Indenture.

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

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

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

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

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

               (5)    Investments in any Person (other than the Company or a
        Wholly Owned Restricted Subsidiary) engaged in a Permitted Business in
        an amount taken together with all other

                                       45
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        Investments made pursuant to this clause 5 that are at that time
        outstanding not to exceed $5.0 million;

               (6)    other Investments in Unrestricted Subsidiaries having an
        aggregate fair market value, taken together with all other Investments
        made pursuant to this clause 6 that are at that time outstanding, not to
        exceed $2.0 million;

               (7)    the designation of certain of the Company's Subsidiaries
        as Unrestricted Subsidiaries immediately prior to the date of this
        Indenture;

               (8)    the repurchase, redemption or other acquisition or
        retirement for value of any Equity Interests of AP Holdings, Inc. or the
        Company or any Subsidiary of the Company held by any member of AP
        Holdings, Inc, or the Company's (or any of their Restricted
        Subsidiaries') management pursuant to any management equity subscription
        agreement or stock option agreement or in connection with the
        termination of employment of any employees or management of AP Holdings,
        Inc. or the Company or their Subsidiaries; PROVIDED, that the aggregate
        price paid for all such repurchased, redeemed, acquired or retired
        Equity Interests shall not exceed $2.0 million in the aggregate plus the
        aggregate cash proceeds received by AP Holdings, Inc. or the Company
        after the date of this Indenture from any reissuance of Equity Interests
        by AP Holdings, Inc. or the Company to members of management of AP
        Holdings, Inc. or the Company and their Restricted Subsidiaries; and

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

        Notwithstanding anything to the contrary, the redemption, repurchase or
purchase of any equity interest in the Company or any of its Restricted
Subsidiaries pursuant to a put right, right of redemption or right of repurchase
will, in any such case, for the purposes of this Section 4.07, be treated as a
payment or distribution on account of an Equity Interest and will not be treated
as a payment on indebtedness, no matter what the accounting treatment of said
transaction may be.

        The Board of Directors may designate any Restricted Subsidiary to be an
Unrestricted Subsidiary if that designation would not cause a Default; PROVIDED,
that in no event will the business currently operated by any Guarantor be
transferred to or held by an Unrestricted Subsidiary. If a Restricted Subsidiary
is designated as an Unrestricted Subsidiary, the aggregate fair market value of
all outstanding Investments owned by The Company and its Restricted Subsidiaries
in the Subsidiary properly designated will be deemed to be an Investment made as
of the time of the designation and will reduce the amount available for
Restricted Payments under Section 4.07(a) or Permitted Investments, as
determined by the Company. That designation will only be permitted if the
Investment would be permitted at that time and if the Restricted Subsidiary
otherwise meets the definition of an Unrestricted Subsidiary. The Board of
Directors may redesignate any Unrestricted Subsidiary to be a Restricted
Subsidiary if the redesignation would not cause a Default.

        The amount of all Restricted Payments (other than cash) will be the fair
market value on the date of the Restricted Payment of the asset(s) or securities
proposed to be transferred or issued by the Company or such Subsidiary, as the
case may be, pursuant to the Restricted Payment. The fair market value of any
non-cash Restricted Payment will be determined in good faith by the Board of
Directors of the Company whose resolution with respect thereto shall be
delivered to the Trustee in an Officers' Certificate signed by the Secretary of
the Company. The Board of Directors' determination must be based upon an opinion
or appraisal issued by an accounting, appraisal or investment banking firm of
national standing if the fair market value exceeds $10.0 million. Not later than
the date of making any Restricted Payment, the Company will deliver to the
Trustee an Officers' Certificate stating that such

                                       46
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Restricted Payment is permitted and setting forth the basis upon which the
calculations required by this Section 4.07 were computed, together with a copy
of any fairness opinion or appraisal required by this Indenture.

Section 4.08   DIVIDEND AND OTHER PAYMENT RESTRICTIONS AFFECTING RESTRICTED
               SUBSIDIARIES.

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

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

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

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

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

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

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

               (3)    applicable law;

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

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

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

                                       47
<Page>

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

               (8)    contracts for the sale of assets, including, without
        limitation, customary restrictions with respect to a Subsidiary pursuant
        to an agreement that has been entered into for the sale or disposition
        of all or substantially all of the Capital Stock or assets of such
        Subsidiary; and

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

Section 4.09   INCURRENCE OF INDEBTEDNESS AND ISSUANCE OF PREFERRED STOCK.

        (a)    The Company will not, and will not permit any of its Subsidiaries
to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise
become directly or indirectly liable, contingently or otherwise, with respect to
(collectively, "INCUR") any Indebtedness (including Acquired Debt), and the
Company will not issue any Disqualified Stock and will not permit any of its
Subsidiaries to issue any shares of preferred stock; PROVIDED, HOWEVER, that the
Company may incur Indebtedness (including Acquired Debt) or issue shares of
Disqualified Stock, if the Fixed Charge Coverage Ratio for the Company's most
recently ended four full fiscal quarters for which internal financial statements
are available immediately preceding the date on which such additional
Indebtedness is incurred or such Disqualified Stock is issued would have been at
least 2.0 to 1, determined on a pro forma basis (including a pro forma
application of the net proceeds therefrom), as if the additional Indebtedness
had been incurred, or the Disqualified Stock had been issued, as the case may
be, at the beginning of such four-quarter period.

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

               (1)    the incurrence by the Company of additional Indebtedness
        and letters of credit under Credit Facilities in an aggregate principal
        amount at any one time outstanding under this clause (1)(with letters of
        credit being deemed to have a principal amount equal to the maximum
        potential liability of the Company and its Subsidiaries thereunder) not
        to exceed $40.0 million less the aggregate amount of all Net Proceeds of
        Asset Sales applied to permanently repay Indebtedness under Credit
        Facilities pursuant to Section 4.10;

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

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

               (4)    the incurrence by the Company or any of its Restricted
        Subsidiaries of Indebtedness represented by Capital Lease Obligations,
        mortgage financings or purchase money obligations, 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, plant or
        equipment used in the business of the Company or such Restricted
        Subsidiary (whether through the direct purchase of assets or the Capital
        Stock of any Person owning such assets), in an aggregate principal
        amount not to exceed $7.5 million;

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<Page>

               (5)    the incurrence by the Company or any of its Restricted
        Subsidiaries of Indebtedness in connection with the acquisition of
        assets or a new Restricted Subsidiary; PROVIDED, that such Indebtedness
        was incurred by the prior owner of such assets or such Restricted
        Subsidiary prior to such acquisition by the Company or one of its
        Subsidiaries and was not incurred in connection with, or in
        contemplation of, such acquisition by the Company or one of its
        Subsidiaries; PROVIDED, FURTHER that the principal amount (or accreted
        value, as applicable) of such Indebtedness, together with any other
        outstanding Indebtedness incurred pursuant to this clause (5), does not
        exceed $5.0 million;

               (6)    the incurrence by the Company or any of its Restricted
        Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or
        the net proceeds of which are used to refund, refinance or replace,
        Indebtedness that was permitted by this Indenture to be incurred under
        Section 4.09(a) or clauses (2), (3), (4), (5) or (15) of this Section
        4.09(b);

               (7)    the incurrence by the Company or any of its Restricted
        Subsidiaries of intercompany Indebtedness between or among the Company
        and any of its Wholly Owned Restricted Subsidiaries; PROVIDED, HOWEVER,
        that:

                      (A)  if the Company is the obligor on such Indebtedness
               and the payee is not a Guarantor, such Indebtedness must be
               expressly subordinated to the prior payment in full in cash of
               all Obligations with respect to the Notes; and

                      (B)  both (1) any subsequent issuance or transfer of
               Equity Interests that results in any such Indebtedness being held
               by a Person other than the Company or a Wholly Owned Restricted
               Subsidiary thereof and (2) any sale or other transfer of any such
               Indebtedness to a Person that is not either the Company or a
               Wholly Owned Restricted Subsidiary thereof, will be deemed, in
               each case, to constitute an incurrence of such Indebtedness by
               the Company or such Restricted Subsidiary, as the case may be,
               that was not permitted by this clause (7);

               (8)    the incurrence by the Company or any of its Restricted
        Subsidiaries of Hedging Obligations that are incurred for the purpose of
        fixing or hedging currency risk or interest rate risk with respect to
        any floating rate Indebtedness that is permitted by the terms of this
        Indenture to be outstanding;

               (9)    the guarantee by the Company or any of its Restricted
        Subsidiaries of Indebtedness of the Company or a Restricted Subsidiary
        of the Company that was permitted to be incurred by another clause of
        this Section 4.09;

               (10)   the incurrence by the Company's Unrestricted Subsidiaries
        of Non-Recourse Debt, PROVIDED, HOWEVER, that if any such Indebtedness
        ceases to be Non-Recourse Debt of an Unrestricted Subsidiary, such event
        shall be deemed to constitute an incurrence of Indebtedness by a
        Restricted Subsidiary of the Company that was not permitted by this
        clause (10);

               (11)   Indebtedness incurred by the Company or any of its
        Restricted Subsidiaries constituting reimbursement obligations with
        respect to letters of credit issued in the ordinary course of business,
        including without limitation to letters of credit in respect to workers'
        compensation claims or self-insurance, surety bonds or other
        Indebtedness with respect to reimbursement type obligations regarding
        workers' compensation claims, PROVIDED, HOWEVER, that upon the drawing
        of such letters of credit or the incurrence of such Indebtedness, such
        obligations are reimbursed within 30 days following such drawing or
        incurrence;

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<Page>

               (12)   Indebtedness arising from agreements of the Company or a
        Restricted Subsidiary providing for indemnification, adjustment of
        purchase price or similar obligations, in each case, incurred or assumed
        in connection with the disposition of any business, asset or Subsidiary,
        other than guarantees of Indebtedness incurred by any Person acquiring
        all or any portion of such business, assets or Subsidiary for the
        purpose of financing such acquisition; PROVIDED, that the maximum
        aggregate liability of all such Indebtedness shall at no time exceed 50%
        of the gross proceeds actually received by the Company;

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

               (14)   guarantees incurred in the ordinary course of business in
        an aggregate principal amount not to exceed $5.0 million; and

               (15)   the issuance by the Company or any of its Restricted
        Subsidiaries of Disqualified Stock and/or the incurrence by the Company
        or any of its Restricted Subsidiaries of additional Indebtedness,
        including Attributable Debt incurred after the date of this Indenture,
        in an aggregate principal amount (or accreted value, as applicable) at
        any time outstanding, including all Permitted Refinancing Indebtedness
        incurred to refund, refinance or replace any other Disqualified Stock or
        Indebtedness incurred pursuant to this clause (15), not to exceed $25.0
        million (which amount may but need not be incurred, in whole or in part,
        in clause (1) above).

        For purposes of determining compliance with this Section 4.09, in the
event that an item of proposed Indebtedness meets the criteria of more than one
of the categories of Permitted Debt described in clauses (1) through (15) above
or is entitled to be incurred pursuant to Section 4.09(a), the Company will be
permitted to classify such item of Indebtedness on the date of its incurrence,
in any manner that complies with this Section 4.09 and such item of Indebtedness
will be treated as having been incurred pursuant to only one of such clauses or
pursuant to the first paragraph of this covenant, and an item of Indebtedness
may be divided and classified in more than one of the types of Indebtedness
described above. The incurrence of Indebtedness pursuant to the first paragraph
of the covenant described above shall not be classified as any of the items in
clauses (1) through (15) above. Accrual of interest and the accretion of
accreted value shall not be deemed to be an incurrence of Indebtedness for
purposes of this Section 4.09. Indebtedness under Credit Facilities outstanding
on the date on which Notes are first issued and authenticated under this
Indenture will be deemed to have been incurred on such date in reliance on the
exemption provided by clause (1) of the definition of Permitted Debt.

        Notwithstanding anything to the contrary, the redemption, repurchase or
purchase of any equity interest in the Company or any of its Restricted
Subsidiaries pursuant to a put right, right of redemption or right of repurchase
will, in any such case, for the purposes of the covenant described above, be
treated as a payment or distribution on account of an Equity Interest and will
not be treated as a payment on indebtedness, no matter what the accounting
treatment of said transaction may be.

Section 4.10   ASSET SALES.

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

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<Page>

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

               (2)    the Company delivers to the Trustee:

                      (A)  with respect to any Asset Sale, a resolution of the
               Board of Directors set forth in an Officers' Certificate
               certifying that the consideration received at the time of the
               Asset Sale was at least equal to the fair market value of the
               assets or Equity Interests issued or sold or otherwise disposed
               of; and

                      (B)  with respect to any Asset Sale or series of Asset
               Sales involving aggregate consideration in excess of $20.0
               million, an opinion as to the fairness to the Holders of such
               Asset Sale from a financial point of view issued by an
               accounting, appraisal or investment banking firm of national
               standing; and

               (3)    at least 80% of the consideration therefor received by the
        Company or such Restricted Subsidiary is in the form of cash or cash
        equivalents. For purposes of this provision, each of the following shall
        be deemed to be cash:

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

                      (B)  any securities, notes or other obligations received
               by the Company or any such Restricted Subsidiary from such
               transferee that are contemporaneously (subject to ordinary
               settlement periods) converted by the Company or such Restricted
               Subsidiary into cash within 180 days, to the extent of the cash
               received in that conversion.

        Within 360 days after the receipt of any Net Proceeds from an Asset
Sale, the Company may apply such Net Proceeds at its option:

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

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

               (3)    to make a capital expenditure; or

               (4)    to acquire other long-term assets and parking facility
        agreements, in each case, that are used or useful in a Permitted
        Business.

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

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        Any Net Proceeds from Asset Sales that are not applied or invested as
provided in the preceding paragraph will constitute "EXCESS PROCEEDS." When the
aggregate amount of Excess Proceeds exceeds $10.0 million, the Company will make
an Asset Sale Offer to all Holders of Notes and all holders of other
Indebtedness that is PARI PASSU with the Notes containing provisions similar to
those set forth in this Indenture with respect to offers to purchase or redeem
with the proceeds of sales of assets in accordance with Section 3.09 hereof to
purchase the maximum principal amount of Notes and such other PARI PASSU
Indebtedness that may be purchased out of the Excess Proceeds. The offer price
in any Asset Sale Offer will be equal to 100% of principal amount plus accrued
and unpaid interest and Liquidated Damages, if any, to the date of purchase, and
will be payable in cash. If any Excess Proceeds remain after consumption of an
Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not
otherwise prohibited by this Indenture or the Credit Agreement. If the aggregate
principal amount of Notes and such other PARI PASSU Indebtedness tendered into
such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall
select the Notes and the Company shall select such other PARI PASSU Indebtedness
to be purchased on a pro rata basis based on the principal amount of Notes and
such other PARI PASSU Indebtedness tendered Upon completion of each Asset Sale
Offer, the amount of Excess Proceeds shall be reset at zero.

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

Section 4.11   TRANSACTIONS WITH AFFILIATES.

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

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

               (2)    the Company delivers to the Trustee:

                      (A)  with respect to any Affiliate Transaction or series
               of related Affiliate Transactions involving aggregate
               consideration in excess of $5.0 million, a resolution of the
               Board of Directors set forth in an Officers' Certificate
               certifying that such Affiliate Transaction complies with clause
               (1) of this Section 4.11(a) and that such Affiliate Transaction
               has been approved by a majority of the disinterested members of
               the Board of Directors; and

                      (B)  with respect to any Affiliate Transaction or series
               of related Affiliate Transactions involving aggregate
               consideration in excess of $10.0 million, an opinion as to the
               fairness to the Holders of such Affiliate Transaction from a
               financial point of view issued by an accounting, appraisal or
               investment banking firm of national standing.

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

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

               (2)    transactions between or among the Company and/or its
        Restricted Subsidiaries;

               (3)    Permitted Investments and Restricted Payments that are
        permitted by Section 4.07 hereof;

               (4)    customary loans, advances, fees and compensation paid to,
        and indemnity provided on behalf of, officers, directors, employees or
        consultants of the Company or any of its Restricted Subsidiaries;

               (5)    annual management fees paid to AP Holdings, Inc.,
        Steamboat Holdings, Inc. and their Affiliates and their successor
        entities not to exceed $3.0 million in the aggregate in any one year;

               (6)    transactions pursuant to any contract or agreement in
        effect on the date of this Indenture as the same may be amended,
        modified or replaced from time to time so long as any such amendment,
        modification or replacement is no less favorable to the Company and its
        Restricted Subsidiaries than the contract or agreement as in effect on
        the date of this Indenture or is approved by a majority of the
        disinterested directors of the Company;

               (7)    transactions between the Company or its Restricted
        Subsidiaries on the one hand, and AP Holdings, Inc., Steamboat Holdings,
        Inc. and their Affiliates and successor entities on the other hand,
        involving the provision of financial or advisory services by AP
        Holdings, Inc., Steamboat Holdings, Inc. and their Affiliates and
        successor entities; PROVIDED, that fees payable to AP Holdings, Inc.,
        Steamboat Holdings, Inc. and their Affiliates and successor entities do
        not exceed the usual and customary fees for similar services; and

               (8)    the insurance arrangements between the Company and its
        Subsidiaries and Holberg Industries, Inc., AP Holdings, Inc., Steamboat
        Holdings, Inc. and their Affiliates that are not less favorable to the
        Company or any of its Subsidiaries than those that are in effect on the
        date hereof, PROVIDED such arrangements are conducted in the ordinary
        course of business consistent with past practices.

Section 4.12   LIENS.

        The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, assume or permit to
exist any Lien of any kind securing trade payables or Indebtedness that does not
constitute Senior Debt (other the Permitted Liens) upon any of their property or
assets, now owned or hereafter acquired, unless all payments due under this
Indenture and the Notes are secured on an equal and ratable basis with the
obligations so secured until such time as all such obligations are no longer
secured by a Lien.

                                       53
<Page>

Section 4.13   LINE OF BUSINESS.

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

Section 4.14   CORPORATE EXISTENCE.

        Subject to Section 4.15 and Article 5 hereof, as the case may be, the
Company shall do or cause to be done all things necessary to preserve and keep
in full force and effect:

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

               (2)    the rights (charter and statutory), licenses and
        franchises of the Company and its Restricted Subsidiaries; PROVIDED,
        HOWEVER, that the Company shall not be required to preserve any such
        right, license or franchise, or the corporate, partnership or other
        existence of any of its Restricted Subsidiaries, if the Board of
        Directors shall determine that the preservation thereof is no longer
        desirable in the conduct of the business of the Company and its
        Restricted Subsidiaries, taken as a whole, and that the loss thereof is
        not adverse in any material respect to the Holders of the Notes.

Section 4.15   OFFER TO REPURCHASE UPON CHANGE OF CONTROL.

        (a)    Upon the occurrence of a Change of Control, the Company will make
an offer (a "CHANGE OF CONTROL OFFER") to each Holder to repurchase all or any
part (equal to $100 or an integral multiple of $100) of each Holder's Notes at a
purchase price equal to 101% of the aggregate principal amount thereof plus
accrued and unpaid interest and Liquidated Damages on the Notes repurchased, if
any, to the date of purchase (the "CHANGE OF CONTROL PAYMENT"). Within 30 days
following any Change of Control, the Company will mail a notice to each Holder
describing the transaction or transactions that constitute the Change of Control
and stating:

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

               (2)    the purchase price and the purchase date, which shall be
        no earlier than 30 and no later than 60 days from the date such notice
        is mailed (the "CHANGE OF CONTROL PAYMENT DATE");

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

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

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

                                       54
<Page>

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

               (7)    that Holders whose Notes are being purchased only in part
        will be issued new Notes equal in principal amount to the unpurchased
        portion of the Notes surrendered, which unpurchased portion must be
        equal to $100 in principal amount or an integral multiple thereof;
        provided, however, to the extent that the amount of Notes to be issued
        is greater than $1,000 in principal amount, the Notes shall be issued in
        multiples of $1,000 and integral multiples thereof, with the remaining
        principal amount issued in denominations of $100 principal amount and
        integral multiples thereof.

        The Company will comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent those laws and regulations are applicable in connection with the
repurchase of the Notes as a result of a Change in Control. To the extent that
the provisions of any securities laws or regulations conflict with the
provisions of Sections 3.09 or 4.15 of this Indenture, the Company will comply
with the applicable securities laws and regulations and will not be deemed to
have breached its obligations under Section 3.09 or this Section 4.15 by virtue
of such conflict.

        (b)    On the Change of Control Payment Date, the Company will, to the
extent lawful:

               (1)    accept for payment all Notes or portions thereof properly
        tendered pursuant to the Change of Control Offer;

               (2)    deposit with the Paying Agent an amount equal to the
        Change of Control Payment in respect of all Notes or portions of Notes
        properly tendered; and

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

        The Paying Agent will promptly mail to each Holder of Notes properly
tendered the Change of Control Payment for such Notes, and the Trustee will
promptly authenticate and mail (or cause to be transferred by book entry) to
each Holder a new Note equal in principal amount to any unpurchased portion of
the Notes surrendered, if any; PROVIDED, that each new Note will be in a
principal amount of $100 or an integral multiple thereof. The Company will
publicly announce the results of the Change of Control Offer on or as soon as
practicable after the Change of Control Payment Date.

        Prior to complying with any of the provisions of this Section 4.15, but
in any event within 90 days following a Change of Control, the Company will
either repay all outstanding Senior Debt or obtain the requisite consents, if
any, under all agreements governing outstanding Senior Debt to permit the
repurchase of Notes required by this Section 4.15.

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

                                       55
<Page>

Section 4.16   ANTI-LAYERING.

        The Company will not incur any Indebtedness (including Permitted Debt)
that is subordinate or junior in right of payment to any Senior Debt of the
Company and senior in any respect in right of payment to the Notes. No Guarantor
will incur any Indebtedness that is subordinate or junior in right of payment to
any Senior Debt of such Guarantor and senior in any respect in right of payment
to such Guarantor's Subsidiary Guarantee; PROVIDED, HOWEVER, that
notwithstanding the foregoing, no Indebtedness of the Company or any Guarantor
shall be deemed to be contractually subordinated in right of payment to any
other Indebtedness of the Company or such Guarantor solely by virtue of being
unsecured.

Section 4.17   NO AMENDMENT OF SUBORDINATION PROVISIONS IN EXISTING SENIOR
               SUBORDINATED NOTES.

        Without the consent of the Holders of 66 2/3% in aggregate principal
amount of the Notes then outstanding, the Company will not amend, modify or
alter the Subordinated Note Indenture in any way to:

               (1)    increase the rate of or change the time for payment of
        interest on any Subordinated Notes;

               (2)    increase the principal of, advance the final maturity date
        of or shorten the Weighted Average Life to Maturity of any Subordinated
        Notes;

               (3)    alter the redemption provisions or the price or terms at
        which the Company is required to offer to purchase any Subordinated
        Notes; or

               (4)    amend the provisions of Article 10 of the Subordinated
        Note Indenture (which relate to subordination).

Section 4.18   LIMITATION ON SALE AND LEASEBACK TRANSACTIONS.

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

               (1)    the Company could have (a) incurred Indebtedness in an
        amount equal to the Attributable Debt relating to such sale and
        leaseback transaction under the Fixed Charge Coverage Ratio test in
        Section 4.09(a) hereof and (b) incurred a Lien to secure such
        Indebtedness pursuant to the provisions of Section 4.12 hereof;

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

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

                                       56
<Page>

Section 4.19   LIMITATION ON ISSUANCES AND SALES OF CAPITAL STOCK OF WHOLLY
               OWNED RESTRICTED SUBSIDIARIES.

        The Company will not, and will not permit any of its Wholly Owned
Restricted Subsidiaries to, transfer, convey, sell, lease or otherwise dispose
of any Equity Interests in any Wholly Owned Subsidiary of the Company to any
Person (other than the Company or a Wholly Owned Subsidiary of the Company),
unless:

               (1)    such transfer, conveyance, sale, lease or other
        disposition is of all the Equity Interests in such Wholly Owned
        Restricted Subsidiary; and

               (2)    the cash Net Proceeds from such transfer, conveyance,
        sale, lease or other disposition are applied in accordance with Section
        4.10 hereof.

        In addition, the Company will not permit any Wholly Owned Restricted
Subsidiary of the Company to issue any of its Equity Interests (other than, if
necessary, shares of its Capital Stock constituting directors' qualifying
shares) to any Person other than to the Company or a Wholly Owned Restricted
Subsidiary of the Company.

Section 4.20   LIMITATION ON ISSUANCES OF GUARANTEES OF INDEBTEDNESS.

        The Company will not permit any of its Restricted Subsidiaries, directly
or indirectly, to Guarantee or pledge any assets to secure the payment of any
other Indebtedness of the Company unless such Restricted Subsidiary (1) is a
Guarantor or (2) simultaneously executes and delivers a supplemental indenture
to this Indenture providing for the Guarantee of the payment of the Notes by
such Subsidiary, which Guarantee will be senior to or PARI PASSU with such
Subsidiary's Guarantee of or pledge to secure such other Indebtedness unless
such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes
may be subordinated to the Guarantee of such Senior Debt to the same extent as
the Notes are subordinated to such Senior Debt.

        Notwithstanding the preceding paragraph, any such Guarantee by a
Subsidiary of the Notes must provide by its terms that it will be automatically
and unconditionally released and discharged upon any sale, exchange or transfer,
to any Person not an Affiliate of the Company, of all of the Company's stock in,
or all or substantially all the assets of, such Subsidiary, which sale, exchange
or transfer is made in compliance with the applicable provisions of this
Indenture. The form of such Guarantee is attached as Exhibit E hereto.

Section 4.21   ADDITIONAL NOTE GUARANTEES.

        If:

               (1)    the Company or any of its Restricted Subsidiaries
        transfers or causes to be transferred, including by way of investment,
        in one or more related or unrelated transactions, any assets,
        businesses, divisions, real property or equipment having an aggregate
        fair market value in excess of $1.0 million to any Restricted Subsidiary
        that is not a Subsidiary Guarantor or a Foreign Subsidiary;

               (2)    the Company or any of its Restricted Subsidiaries acquires
        another Restricted Subsidiary other than a Foreign Subsidiary having
        total assets with a fair market value, as determined in good faith by
        the Board of Directors, in excess of $1.0 million; or

                                       57
<Page>

               (3)    if any Restricted Subsidiary other than a Foreign
        Subsidiary shall incur Acquired Debt in excess of $1.0 million,

then the Company shall, at the time of such transfer, acquisition or incurrence,
cause such transferee, acquired Restricted Subsidiary or restricted subsidiary
to execute and deliver a supplemental indenture pursuant to which such
transferee, acquired Restricted Subsidiary or Restricted Subsidiary shall become
a Guarantor hereunder and deliver an Opinion of Counsel reasonably satisfactory
to the Trustee within ten Business Days of the date on which it was acquired or
created to the effect that such supplemental indenture has been duly authorized,
executed and delivered by that transferred Restricted Subsidiary and constitutes
a valid and binding agreement of that transferred Restricted Subsidiary,
enforceable in accordance with its terms (subject to customary exceptions). The
form of such Note Guarantee is attached as Exhibit E hereto. Notwithstanding the
foregoing, the Company and any of its Restricted Subsidiaries may make a
Restricted Investment in any Wholly Owned Restricted Subsidiary without
compliance with the covenant described above if such Restricted Investment is
permitted by Section 4.07 hereof.

Section 4.22   LIMITATION ON MANAGEMENT FEES

        Notwithstanding anything in this Indenture to the contrary, the Company
will not, and will not permit any of its Restricted Subsidiaries to, pay
management fees to AP Holdings, Inc., Steamboat Holdings, Inc. and their
affiliates and successor entities, except that:

               (1)    until March 10, 2004, for so long as the Credit Agreement
        is in effect, the Company and its Restricted Subsidiaries may pay
        management fees to AP Holdings, Inc., Steamboat Holdings, Inc. and their
        affiliates and successor entities in an aggregate amount not to exceed
        50% of the Company's "Excess Cash Flow", as such term is defined in the
        Credit Agreement; and

               (2)    if the Credit Agreement is no longer in effect, and at all
        times after March 10, 2004, the Company and its Restricted Subsidiaries
        may pay management fees to AP Holdings, Inc., Steamboat Holdings, Inc.
        and their affiliates and successor entities in an aggregate amount not
        to exceed 50% of the amount equal to (i) the sum of the Company's
        Consolidated Cash Flow and any payments paid in cash pursuant to this
        Section 4.22 to the extent that such payments were deducted in computing
        such Consolidated Cash Flow for the prior 12-month period, less (ii) the
        sum of interest payments paid in cash, capital expenditures paid in cash
        (other than with respect to acquisitions), payments of principal on
        joint ventures or other Indebtedness (excluding payments of principal on
        the Credit Agreement and the Notes) paid in cash, payments on Earnouts
        paid in cash and all accrued income tax paid or payable in cash for the
        same 12-month period by the Company and its Restricted Subsidiaries.

Notwithstanding the foregoing, any such payments may not violate any other terms
or provisions of this Indenture or the Notes and may not exceed $3.0 million in
the aggregate in any 12-month period.

                                   ARTICLE 5.
                                   SUCCESSORS

Section 5.01   MERGER, CONSOLIDATION, OR SALE OF ASSETS.

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

                                       58
<Page>

               (1)    either:

                      (A)  the Company is the surviving corporation; or

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

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

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

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

               (5)    the Company has delivered to the Trustee an Officers'
        Certificate and an Opinion of Counsel each stating that such merger,
        consolidation or sale of assets and, if a supplemental indenture is
        required in connection with such transaction, such supplemental
        indenture complies with this Article and that all conditions precedent
        herein provided for have been complied with.

        In addition, the Company will not, directly or indirectly, lease all or
substantially all of its properties or assets, in one or more related
transactions, to any other Person. This Section 5.01 will not apply to a sale,
assignment, transfer, conveyance or other disposition of assets between or among
the Company and any of its Wholly Owned Restricted Subsidiaries.

Section 5.02   SUCCESSOR CORPORATION SUBSTITUTED.

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

                                       59
<Page>

                                   ARTICLE 6.
                              DEFAULTS AND REMEDIES

Section 6.01   EVENTS OF DEFAULT.

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

               (1)    the Company defaults for 30 days in the payment when due
        of interest on, or Liquidated Damages with respect to, the Notes;

               (2)    the Company defaults in the payment when due (at maturity,
        upon redemption or otherwise) of the principal of, or premium, if any,
        on the Notes;

               (3)    the Company or any of its Subsidiaries fails to comply
        with the provisions of Section 4.10, 4.15 or 5.01 hereof;

               (4)    the Company or any of its Subsidiaries fails to comply
        with Section 4.07 or 4.09 hereof for 30 days after notice to the Company
        from the Trustee or to the Company and the Trustee from the Holders of
        at least 30% in aggregate principal amount of the Notes then outstanding
        voting as a single class;

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

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

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

                      (B)  results in the acceleration of such Indebtedness
               prior to its express maturity,

               and, in each case, the principal amount of any such Indebtedness,
               together with the principal amount of any other such Indebtedness
               under which there has been a Payment Default or the maturity of
               which has been so accelerated, aggregates $15.0 million or more;

               (7)    a final judgment or final judgments for the payment of
        money are entered by a court or courts of competent jurisdiction against
        the Company or any of its Subsidiaries or any group of Subsidiaries
        that, taken as a whole, would constitute a Subsidiary, which judgment or
        judgments are not paid, discharged or stayed for a period of 60 days;
        PROVIDED that the aggregate of all such undischarged judgments exceeds
        $5.0 million;

                                       60
<Page>

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

                      (A)  commences a voluntary case,

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

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

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

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

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

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

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

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

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

               (10)   notice to the Company and the Trustee from the Holders of
        at least 25% in aggregate principal amount of the Notes then outstanding
        voting as a single class of a breach by the Company of any
        representation or warranty or agreement in the Security Documents, the
        repudiation by the Company of any of its obligations under the Security
        Documents or the unenforceability of the Security Documents against the
        Company for any reason.

Section 6.02   ACCELERATION.

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

                                       61
<Page>

the Credit Facilities or (2) five Business Days after receipt by the Company of
written notice of such acceleration; and PROVIDED, further, that in the event of
an acceleration based upon an Event of Default set forth in clause (6) of
Section 6.01, such declaration of acceleration shall be automatically annulled
if the holders of Indebtedness which is the subject of such failure to pay at
maturity or acceleration have rescinded their declaration of acceleration in
respect of such Indebtedness or such failure to pay at maturity shall have been
cured or waived within 30 days thereof and no other Event of Default has
occurred during such 30 day period which has not been cured, paid or waived.

        Upon any such declaration, the Notes shall become due and payable
immediately. Notwithstanding the foregoing, if an Event of Default specified in
clause (8) or (9) of Section 6.01 hereof occurs with respect to the Company, any
of its Significant Subsidiaries or any group of Subsidiaries that, taken as a
whole, would constitute a Significant Subsidiary, all outstanding Notes shall be
due and payable immediately without further action or notice. The Holders of a
majority in aggregate principal amount of the then outstanding Notes by written
notice to the Trustee may on behalf of all of the Holders rescind an
acceleration and its consequences if (i) the rescission would not conflict with
any judgment or decree, (ii) all existing Events of Default (except nonpayment
of principal, interest or premium or Liquidated Damages, if any, that has become
due solely because of the acceleration) have been cured or waived, and (iii) the
Company has paid to the Trustee all amounts due the Trustee pursuant to Section
7.07.

        If an Event of Default occurs on or after January 1, 2002 by reason of
any willful action (or inaction) taken (or not taken) by or on behalf of the
Company with the intention of avoiding payment of the premium that the Company
would have had to pay if the Company then had elected to redeem the Notes
pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an
equivalent premium shall also become and be immediately due and payable, to the
extent permitted by law, anything in this Indenture or in the Notes to the
contrary notwithstanding. If an Event of Default occurs prior to January 1, 2002
by reason of any willful action (or inaction) taken (or not taken) by or on
behalf of the Company with the intention of avoiding the prohibition on
redemption of the Notes prior to such date, then, upon acceleration of the
Notes, an additional premium shall also become and be immediately due and
payable in an amount, for each of the years beginning on January 1 of the years
set forth below, as set forth below (expressed as a percentage of the principal
amount of the Notes on the date of payment that would otherwise be due but for
the provisions of this sentence):

<Table>
<Caption>
        YEAR                                                                               PERCENTAGE
        ----                                                                               ----------
        <S>                                                                                       <C>
        2002.............................................................................         2.0%
        2003.............................................................................         3.0%
        2004.............................................................................         4.0%
        2005 and thereafter..............................................................         5.0%
</Table>

Section 6.03   OTHER REMEDIES.

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

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

                                       62
<Page>

Section 6.04   WAIVER OF PAST DEFAULTS.

        Subject to Section 6.02, Holders of not less than a majority in
aggregate principal amount of the then outstanding Notes by notice to the
Trustee may on behalf of the Holders of all of the Notes waive an existing
Default or Event of Default and its consequences hereunder, except a continuing
Default or Event of Default in the payment of the principal of, premium and
Liquidated Damages, if any, or interest on, the Notes (including in connection
with an offer to purchase); PROVIDED, HOWEVER, that the Holders of a majority in
aggregate principal amount of the then outstanding Notes may rescind an
acceleration and its consequences, including any related payment default that
resulted from such acceleration. Upon any such waiver, such Default shall cease
to exist, and any Event of Default arising therefrom shall be deemed to have
been cured for every purpose of this Indenture; but no such waiver shall extend
to any subsequent or other Default or impair any right consequent thereon.

Section 6.05   CONTROL BY MAJORITY.

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

Section 6.06   LIMITATION ON SUITS.

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

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

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

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

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

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

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

Section 6.07   RIGHTS OF HOLDERS OF NOTES TO RECEIVE PAYMENT.

        Notwithstanding any other provision of this Indenture, the right of any
Holder of a Note to receive payment of principal, premium, Liquidated Damages,
if any, and interest on the Note, on or after the respective due dates expressed
in the Note (including in connection with an offer to purchase), or to bring
suit for the enforcement of any such payment on or after such respective dates,
shall not be impaired or affected without the consent of such Holder; PROVIDED
that a Holder shall not have the right to institute any such suit for the
enforcement of payment if and to the extent that the institution or prosecution
thereof

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or the entry of judgment therein would, under applicable law, result in the
surrender, impairment, waiver or loss of the Lien of this Indenture upon any
property subject to such Lien.

Section 6.08   COLLECTION SUIT BY TRUSTEE.

        If an Event of Default specified in Section 6.01(1) or (2) occurs and is
continuing, the Trustee is authorized to recover judgment in its own name and as
trustee of an express trust against the Company for the whole amount of
principal of, premium and Liquidated Damages, if any, and interest remaining
unpaid on the Notes and interest on overdue principal and, to the extent lawful,
interest and such further amount as shall be sufficient to cover the costs and
expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 7.07.

Section 6.09   TRUSTEE MAY FILE PROOFS OF CLAIM.

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

Section 6.10   PRIORITIES.

        If the Trustee collects any money pursuant to this Article 6, it shall
pay out the money in the following order:

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

               SECOND: to holders of Senior Debt to the extent required by the
        Indenture;

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

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

        The Trustee may fix a record date and payment date for any payment to
Holders of Notes pursuant to this Section 6.10.

Section 6.11   UNDERTAKING FOR COSTS.

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

                                   ARTICLE 7.
                                     TRUSTEE

Section 7.01   DUTIES OF TRUSTEE.

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

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

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

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

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

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

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

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

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

        (e)    No provision of this Indenture will require the Trustee to expend
or risk its own funds or incur any liability. The Trustee will be under no
obligation to exercise any of its rights and powers under this Indenture at the
request of any Holders, including, without limitation, the provisions of Section
6.05 hereof, unless such Holder has offered to the Trustee security and
indemnity satisfactory to it against any loss, liability or expense.

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

Section 7.02   RIGHTS OF TRUSTEE.

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

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

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

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

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

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

        (g)    The permissive right 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 negligence or willful misconduct.

        (h)    The Trustee shall not be charged with knowledge of any Default or
Event of Default with respect to the Securities of any series unless either (1)
a Responsible Officer of the Trustee shall have actual knowledge of such Default
or Event of Default or (2) written notice of such Default or Event of Default
shall have been given to the Trustee by the Company or by any Holder of the
Securities.

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        (i)    The Trustee shall at no time have any responsibility or liability
for or with respect to the legality, validity or enforceability of any
Collateral or any arrangement or agreement between the Company and any Person
with respect thereto, or the perfection or priority of any security interest
created in any of the Collateral or the maintenance of any such perfection and
priority, or for or with respect to the sufficiency of the Collateral following
an Event of Default.

Section 7.03   INDIVIDUAL RIGHTS OF TRUSTEE.

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

Section 7.04   TRUSTEE'S DISCLAIMER.

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

Section 7.05   NOTICE OF DEFAULTS.

        If a Default or Event of Default occurs and is continuing and if it is
known to the Trustee, the Trustee will mail to Holders of Notes a notice of the
Default or Event of Default within 90 days after it occurs. Except in the case
of a Default or Event of Default in payment of principal of, premium or
Liquidated Damages, if any, or interest on any Note, the Trustee may withhold
the notice if and so long as a committee of its Responsible Officers in good
faith determines that withholding the notice is in the interests of the Holders
of the Notes.

Section 7.06   REPORTS BY TRUSTEE TO HOLDERS OF THE NOTES.

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

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

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Section 7.07   COMPENSATION AND INDEMNITY.

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

        (b)    The Company and each Guarantor will indemnify the Trustee against
any and all losses, liabilities or expenses incurred by it arising out of or in
connection with the acceptance or administration of its duties under this
Indenture, including the costs and expenses of enforcing this Indenture against
the Company and the Guarantors (including this Section 7.07) and defending
itself against any claim (whether asserted by the Company, the Guarantors or any
Holder or any other Person) or liability in connection with the exercise or
performance of any of its powers or duties hereunder, except to the extent any
such loss, liability or expense may be attributable to its negligence or bad
faith. The Trustee will notify the Company promptly of any claim for which it
may seek indemnity. Failure by the Trustee to so notify the Company will not
relieve the Company or any of the Guarantors of their obligations hereunder. The
Company or such Guarantor may defend the claim and the Trustee will cooperate in
the defense. The Trustee may have separate counsel and the Company will pay the
reasonable fees and expenses of such counsel. Neither the Company nor any
Guarantor need pay for any settlement made without its consent, which consent
will not be unreasonably withheld.

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

        (d)    To secure the Company's payment obligations in this Section 7.07,
the Trustee will have a Lien prior to the Notes on all money or property held or
collected by the Trustee, except that held in trust to pay principal and
interest on particular Notes. Such Lien will survive the resignation or removal
of the Trustee and the satisfaction and discharge of this Indenture.

        (e)    When the Trustee incurs expenses or renders services after an
Event of Default specified in Section 6.01(8) or (9) hereof occurs, the expenses
and the compensation for the services (including the fees and expenses of its
agents and counsel) are intended to constitute expenses of administration under
any Bankruptcy Law.

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

Section 7.08   REPLACEMENT OF TRUSTEE.

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

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

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

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

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

               (4)    the Trustee becomes incapable of acting.

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

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

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

        (f)    A successor Trustee will deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon, the
resignation or removal of the retiring Trustee will become effective, and the
successor Trustee will have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee will mail a notice of its succession
to Holders. The retiring Trustee will promptly transfer all property held by it
as Trustee to the successor Trustee, PROVIDED all sums owing to the Trustee
hereunder have been paid and subject to the Lien provided for in Section 7.07
hereof. Notwithstanding replacement of the Trustee pursuant to this Section
7.08, the Company's obligations under Section 7.07 hereof will continue for the
benefit of the retiring Trustee.

Section 7.09   SUCCESSOR TRUSTEE BY MERGER, ETC.

        If the Trustee consolidates, merges or converts into, or transfers all
or substantially all of its corporate trust business to, another corporation,
the successor corporation without any further act will be the successor Trustee.

Section 7.10   ELIGIBILITY; DISQUALIFICATION.

        There will at all times be a Trustee hereunder that is a corporation
organized and doing business under the laws of the United States of America or
of any state thereof that is authorized under such laws to exercise corporate
trustee power, that is subject to supervision or examination by federal or state
authorities and that has a combined capital and surplus of at least $100 million
as set forth in its most recent published annual report of condition.

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

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Section 7.11   PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

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

Section 7.12   TAX WITHHOLDING AND INFORMATION REPORTING.

        The Trustee covenants and agrees to comply with all applicable
withholding, information reporting, and backup withholding requirements under
the U.S. Internal Revenue Code of 1986, as amended, and the Treasury regulations
issued thereunder in respect of any payment on, or in respect of, a Note
(including the filing of Internal Revenue Service Forms 1042, 1042S, and 1099,
and the collection of Internal Revenue Service Forms W-8 and W-9).

                                   ARTICLE 8.
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01   OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT DEFEASANCE.

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

Section 8.02   LEGAL DEFEASANCE AND DISCHARGE.

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

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

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

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

               (4)    this Article 8.

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

Section 8.03   COVENANT DEFEASANCE.

        Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.03, the Company and the Guarantors will, subject to
the satisfaction of the conditions set forth in Section 8.04 hereof, be released
from each of their obligations under the covenants contained in Sections 4.07,
4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.15, 4.16, 4.17, 4.18, 4.19, 4.20, 4.21 and
4.22 hereof and clause (4) of Section 5.01 hereof with respect to the
outstanding Notes on and after the date the conditions set forth in Section 8.04
hereof are satisfied (hereinafter, "COVENANT DEFEASANCE"), and the Notes will
thereafter be deemed not "outstanding" for the purposes of any direction,
waiver, consent or declaration or act of Holders (and the consequences of any
thereof) in connection with such covenants, but will continue to be deemed
"outstanding" for all other purposes hereunder (it being understood that such
Notes will not be deemed outstanding for accounting purposes). For this purpose,
Covenant Defeasance means that, with respect to the outstanding Notes and Note
Guarantees, the Company and the Guarantors may omit to comply with and will have
no liability in respect of any term, condition or limitation set forth in any
such covenant, whether directly or indirectly, by reason of any reference
elsewhere herein to any such covenant or by reason of any reference in any such
covenant to any other provision herein or in any other document and such
omission to comply will not constitute a Default or an Event of Default under
Section 6.01 hereof, but, except as specified above, the remainder of this
Indenture and such Notes and Note Guarantees will be unaffected thereby. In
addition, upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.03 hereof, subject to the satisfaction of the
conditions set forth in Section 8.04 hereof, Sections 6.01(3) through 6.01(7)
and Section 6.01(10) hereof will not constitute Events of Default.

Section 8.04   CONDITIONS TO LEGAL OR COVENANT DEFEASANCE.

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

               (1)    the Company must irrevocably deposit with the Trustee, in
        trust, for the benefit of the Holders, cash in United States dollars,
        non-callable Government Securities, or a combination thereof, in such
        amounts as will be sufficient, in the opinion of a nationally recognized
        firm of independent public accountants, to pay the principal of, premium
        and Liquidated Damages, if any, and interest on the outstanding Notes on
        the stated date for payment thereof or on the applicable redemption
        date, as the case may be;

               (2)    in the case of an election under Section 8.02 hereof, the
        Company has delivered to the Trustee an Opinion of Counsel in the United
        States reasonably acceptable to the Trustee confirming that:

                      (A)  the Company has received from, or there has been
               published by, the Internal Revenue Service a ruling; or

                      (B)  since the date of this Indenture, there has been a
               change in the applicable U.S. federal income tax law,

               in either case to the effect that, and based thereon such Opinion
               of Counsel shall confirm that, the Holders of the outstanding
               Notes will not recognize income, gain or loss for U.S. federal
               income tax purposes as a result of such Legal Defeasance and will
               be subject to

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               U.S. federal income tax on the same amounts, in the same manner
               and at the same times as would have been the case if such Legal
               Defeasance had not occurred;

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

               (4)    no Default or Event of Default shall have occurred and be
        continuing on the date of such deposit (other than a Default or Event of
        Default resulting from the borrowing of funds to be applied to such
        deposit) or insofar as Events of Default from bankruptcy or insolvency
        events are concerned, at any time in the period ending on the 91st day
        after the date of deposit;

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

               (6)    the Company must have delivered to the Trustee an Opinion
        of Counsel to the effect that 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 laws affecting
        creditors' rights generally;

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

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

Section 8.05   DEPOSITED MONEY AND GOVERNMENT SECURITIES TO BE HELD IN TRUST;
               OTHER MISCELLANEOUS PROVISIONS.

        Subject to Section 8.06 hereof, all money and non-callable Government
Securities (including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee, collectively for purposes of this Section 8.05, the
"Trustee") pursuant to Section 8.04 hereof in respect of the outstanding Notes
will be held in trust and applied by the Trustee, in accordance with the
provisions of such Notes and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as Paying Agent) as the
Trustee may determine, to the Holders of such Notes of all sums due and to
become due thereon in respect of principal, premium and Liquidated Damages, if
any, and interest, but such money need not be segregated from other funds except
to the extent required by law.

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

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        Notwithstanding anything in this Article 8 to the contrary, the Trustee
will deliver or pay to the Company from time to time upon the request of the
Company any money or non-callable Government Securities held by it as provided
in Section 8.04 hereof which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee (which may be the opinion delivered under Section
8.04(1) hereof), are in excess of the amount thereof that would then be required
to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Section 8.06   REPAYMENT TO COMPANY.

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

Section 8.07   REINSTATEMENT.

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

                                   ARTICLE 9.
                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01   WITHOUT CONSENT OF HOLDERS OF NOTES.

        Notwithstanding Section 9.02 of this Indenture, the Company, the
Guarantors and the Trustee may amend or supplement this Indenture, the Note
Guarantees, any agreements entered into to secure collateral pursuant to Article
11 hereof or the Notes without the consent of any Holder of a Note:

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

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

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               (3)    to provide for the assumption of the Company's and the
        Guarantor's obligations to the Holders of the Notes by a successor to
        the Company pursuant to Article 5 or Article 12 hereof;

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

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

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

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

               (8)    to provide for additional collateral pursuant to Article
        11 hereof.

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

Section 9.02   WITH CONSENT OF HOLDERS OF NOTES.

        Except as provided below in this Section 9.02, the Company and the
Trustee may amend or supplement this Indenture (including, without limitation,
Section 3.09, 4.10 and 4.15 hereof), the Note Guarantees and the Notes with the
consent of the Holders of at least a majority in principal amount of the Notes
(including, without limitation, Additional Notes, if any) then outstanding
voting as a single class (including, without limitation, consents obtained in
connection with a tender offer or exchange offer for, or purchase of, the
Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or
Event of Default (other than a Default or Event of Default in the payment of the
principal of, premium or Liquidated Damages, if any, or interest on the Notes,
except a payment default resulting from an acceleration that has been rescinded)
or compliance with any provision of this Indenture, the Note Guarantees or the
Notes may be waived with the consent of the Holders of a majority in principal
amount of the then outstanding Notes (including Additional Notes, if any) voting
as a single class (including consents obtained in connection with a tender offer
or exchange offer for, or purchase of, the Notes). Without the consent of at
least 75% in principal amount of the Notes then outstanding (including consents
obtained in connection with a tender offer or exchange offer for, or purchase
of, such Notes), no waiver or amendment to this Indenture may make any change in
(1) the provisions of Article 11 hereof or in (2) the provisions of any
agreements entered into to secure collateral pursuant to Article 11 hereof, that
adversely affects the rights of any Holder of Notes. Section 2.08 hereof shall
determine which Notes are considered to be "outstanding" for purposes of this
Section 9.02.

        Upon the request of the Company accompanied by a resolution of its Board
of Directors authorizing the execution of any such amended or supplemental
Indenture, and upon the filing with the Trustee of evidence satisfactory to the
Trustee of the consent of the Holders of Notes as aforesaid, and

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

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

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

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

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

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

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

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

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

               (7)    waive a redemption payment with respect to any Note (other
        than a payment required by Section 3.09, Section 4.10 or 4.15 hereof);
        or

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

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Section 9.03   COMPLIANCE WITH TRUST INDENTURE ACT.

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

Section 9.04   REVOCATION AND EFFECT OF CONSENTS.

        Until an amendment, supplement or waiver becomes effective, a consent to
it by a Holder of a Note is a continuing consent by the Holder of a Note and
every subsequent Holder of a Note or portion of a Note that evidences the same
debt as the consenting Holder's Note, even if notation of the consent is not
made on any Note. However, any such Holder of a Note or subsequent Holder of a
Note may revoke the consent as to its Note if the Trustee receives written
notice of revocation before the date the waiver, supplement or amendment becomes
effective. An amendment, supplement or waiver becomes effective in accordance
with its terms and thereafter binds every Holder.

Section 9.05   NOTATION ON OR EXCHANGE OF NOTES.

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

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

Section 9.06   TRUSTEE TO SIGN AMENDMENTS, ETC.

        The Trustee will sign any amended or supplemental Indenture authorized
pursuant to this Article 9 and any amended or supplement to any agreement
entered into to secure collateral pursuant to Article 11 hereof if such
amendment or supplement does not adversely affect the rights, duties,
liabilities or immunities of the Trustee. The Company may not sign an amendment
or supplemental Indenture until the Board of Directors approves it. In executing
any amended or supplemental indenture, the Trustee will be entitled to receive
and (subject to Section 7.01 hereof) will be fully protected in relying upon, in
addition to the documents required by Section 12.04 hereof, an Officers'
Certificate and an Opinion of Counsel stating that the execution of such amended
or supplemental Indenture is authorized or permitted by this Indenture.

                                  ARTICLE 10.
                                  SUBORDINATION

Section 10.01  AGREEMENT TO SUBORDINATE.

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

Section 10.02  CERTAIN DEFINITIONS.

        "Permitted Junior Securities" means:

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

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

        A distribution may consist of cash, securities or other property, by
set-off or otherwise.

Section 10.03  LIQUIDATION; DISSOLUTION; BANKRUPTCY

        Upon any payment or distribution of assets of the Company of any kind or
character, whether in cash, property or securities, to creditors in any
Insolvency or Liquidation Proceeding with respect to the Company, all amounts
due or to become due under or with respect to all Senior Debt shall first be
paid in full in cash or cash equivalents before any payment is made on account
of the Notes and all other Obligations with respect thereto, except that the
Holders of Notes may receive Reorganization Securities. Upon any such Insolvency
or Liquidation Proceeding, any payment or distribution of assets of the Company
of any kind or character, whether in cash, property or securities (other than
Reorganization Securities), to which the Holders of the Notes or the Trustee
would be entitled shall be paid by the Company or by any receiver, trustee in
bankruptcy, liquidating trustee, agent or other Person making such payment or
distribution, or by the Holders of the Notes or by the Trustee if received by
them, directly to the holders of Senior Debt (PRO RATA to such holders on the
basis of the amounts of Senior Debt held by such holders) or their
Representative or Representatives, as their interests may appear, for
application to the payment of the Senior Debt remaining unpaid until all such
Senior Debt has been paid in full in cash, after giving effect to any concurrent
payment, distribution or provision therefor to or for the holders of Senior
Debt.

Section 10.04  DEFAULT ON DESIGNATED SENIOR DEBT.

        (a)    In the event of and during the continuation of any default in the
payment of principal of, interest or premium, if any, on any Senior Debt, or any
Obligation owing from time to time under or in respect of Senior Debt, or in the
event that any event of default (other than a payment default) with respect to
any Senior Debt shall have occurred and be continuing and shall have resulted in
such Senior Debt becoming or being declared due and payable prior to the date on
which it would otherwise have become due and payable, or (b) if any event of
default other than as described in clause (a) above with respect to any
Designated Senior Debt shall have occurred and be continuing permitting the
holders of such Designated Senior Debt (or their Representative or
Representatives) to declare such Designated Senior Debt due and payable prior to
the date on which it would otherwise have become due and payable, then no
payment shall be made by or on behalf of the Company on account of the Notes
(other than payments in the form of Reorganization Securities) (x) in case of
any payment or nonpayment default specified in (a), unless and until such Senior
Debt is paid in full in cash or cash equivalents or such default shall have been
cured or waived in writing in accordance with the instruments governing such
Senior Debt or such acceleration shall have been rescinded or annulled, or (y)
in case of any nonpayment event of default specified in (b), during the period
(a "Payment Blockage Period") commencing on the date the Company and the Trustee
receive written notice (a "Payment Notice") of such event of default
specifically referring to this Article 10 (which notice shall be binding on the
Trustee and the Holders of Notes as to the occurrence of such a payment default
or nonpayment event of default) from the Credit Agent (or other holders of
Designated Senior Debt or their Representative or Representatives) and ending on
the earliest of (A) 179 days after such date, (B) the date, if any, on which the
Trustee receives written notice from the Credit Agent (or other holders of
Designated Senior Debt or their Representative or Representatives), as the case
may be, stating that such Designated Senior Debt to which such default relates
is paid in full in cash or such default is cured or waived in writing in
accordance with the

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instruments governing such Designated Senior Debt by the holders of such
Designated Senior Debt and (C) the date on which the Trustee receives written
notice from the Credit Agent (or other holders of Designated Senior Debt or
their Representative or Representatives), as the case may be, terminating the
Payment Blockage Period.

        During any consecutive 360-day period, the aggregate of all Payment
Blockage Periods shall not exceed 179 days and there shall be a period of at
least 181 consecutive days in each consecutive 360-day period when no Payment
Blockage Period is in effect. No event of default which existed or was
continuing with respect to the Senior Debt for which notice commencing a Payment
Blockage Period was given on the date such Payment Blockage Period commenced
shall be or be made the basis for the commencement of any subsequent Payment
Blockage Period unless such event of default is cured or waived for a period of
not less than 90 consecutive days.

Section 10.05  ACCELERATION OF NOTES.

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

Section 10.06  WHEN DISTRIBUTION MUST BE PAID OVER.

        In the event that the Trustee or any Holder receives any payment of any
Obligations with respect to the Notes (other than Permitted Junior Securities
and payments made from any defeasance trust created pursuant to Section 8.04
hereof) at a time when the Trustee or such Holder, as applicable, has actual
knowledge that such payment is prohibited by Section 10.04 hereof, such payment
will be held by the Trustee or such Holder, in trust for the benefit of, and
will be paid forthwith over and delivered, upon written request, to, the holders
of Senior Debt as their interests may appear or their Representative under the
agreement, indenture or other document (if any) pursuant to which Senior Debt
may have been issued, as their respective interests may appear, for application
to the payment of all Obligations with respect to Senior Debt remaining unpaid
to the extent necessary to pay such Obligations in full in accordance with their
terms, after giving effect to any concurrent payment or distribution to or for
the holders of Senior Debt.

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

Section 10.07  NOTICE BY COMPANY.

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

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Section 10.08  SUBROGATION.

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

Section 10.09  RELATIVE RIGHTS.

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

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

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

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

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

Section 10.10  SUBORDINATION MAY NOT BE IMPAIRED BY THE COMPANY.

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

Section 10.11  DISTRIBUTION OR NOTICE TO REPRESENTATIVE.

        Whenever a distribution is to be made or a notice given to holders of
Senior Debt, the distribution may be made and the notice given to their
Representative.

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

Section 10.12  RIGHTS OF TRUSTEE AND PAYING AGENT.

        Notwithstanding the provisions of this Article 10 or any other provision
of this Indenture, the Trustee will not be charged with knowledge of the
existence of any facts that would prohibit the making

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of any payment or distribution by the Trustee, and the Trustee and the Paying
Agent may continue to make payments on the Notes, unless the Trustee has
received at its Corporate Trust Office at least five Business Days prior to the
date of such payment written notice of facts that would cause the payment of any
Obligations with respect to the Notes to violate this Article 10. Only the
Company or a Representative may give the notice. Nothing in this Article 10 will
impair the claims of, or payments to, the Trustee under or pursuant to Section
7.07 hereof.

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

Section 10.13  AUTHORIZATION TO EFFECT SUBORDINATION.

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

Section 10.14  AMENDMENTS.

        The provisions of this Article 10 may not be amended or modified without
the written consent of the holders of all Senior Debt.

                                  ARTICLE 11.
                             COLLATERAL AND SECURITY

Section 11.01  SECURITY DOCUMENTS.

        The due and punctual payment of the principal of and interest and
Liquidated Damages, if any, on the Notes when and as the same shall be due and
payable, whether on an interest payment date, at maturity, by acceleration,
repurchase, redemption or otherwise, and interest on the overdue principal of
and interest and Liquidated Damages (to the extent permitted by law), if any, on
the Notes and performance of all other obligations of the Company to the Holders
of Notes or the Trustee under this Indenture and the Notes, according to the
terms hereunder or thereunder, are secured as provided in the Security Documents
and the Intercreditor Agreement which the Company has entered into
simultaneously with the execution of this Indenture and which are attached as
Exhibits F and G hereto. Each Holder of Notes, by its acceptance thereof,
consents and agrees to the terms of the Security Documents and the Intercreditor
Agreement (including, without limitation, the provisions providing for
foreclosure and release of Collateral) as the same may be in effect or may be
amended from time to time in accordance with its terms and authorizes and
directs the Trustee, in its capacity as Collateral Agent, to enter into the
Security Documents and the Intercreditor Agreement and to perform its
obligations and exercise its rights thereunder in accordance therewith. The
Company will do or cause to be done all such acts and things as may be necessary
or proper, or as may be required by the provisions of the Security Documents or
the Intercreditor Agreement, to assure and confirm to the Collateral Agent the
security interest in the Collateral contemplated hereby, by the Security
Documents or any part thereof, as from time to time constituted, so as to render
the same available for the security and benefit of this Indenture and of the
Notes secured hereby, according to the intent and purposes herein expressed. The
Company will take, and will cause its Subsidiaries to take any and all actions
required by applicable law or as may be reasonably required and requested by the
Trustee, to cause the Security Documents to create and

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maintain, as security for the Obligations of the Company hereunder, a valid and
enforceable perfected second priority Lien to be defined by reference to Section
2.2 of the Security Agreement in and on all the Collateral, in favor of the
Collateral Agent for the benefit of the Trustee and the Holders of Notes,
superior to and prior to the rights of all third Persons other than the rights
of the Credit Agent and the lenders under the Credit Agreement and subject to no
other Liens than Permitted Liens.

Section 11.02  RECORDING AND OPINIONS.

        (a)    The Company will furnish to the Trustee, no later than ten days
after the execution and delivery of this Indenture, an Opinion of Counsel
either:

               (1)    stating that, in the opinion of such counsel, all action
        has been taken to create a valid lien on the Collateral, in accordance
        with the intent of Section 11.01 hereof and the Security Documents which
        lien is perfected to the extent that perfection of such lien can be
        effected under the UCC (as defined in the Security Agreement) by the
        filing of a financing statement in the appropriate filing in each
        jurisdiction where such filing is required or by the filing of
        appropriate instruments with the U.S. Copyright Office or U.S. Patent
        and Trade Office, and reciting with respect to the security interests in
        the Collateral, the details of such action; or

               (2)    stating that, in the opinion of such counsel, no such
        action is necessary to make such Lien effective.

        (b)    The Company will furnish to the Collateral Agent and the Trustee
on January 15 in each year beginning with January 15, 2003, an Opinion of
Counsel, dated as of such date, either:

               (1)    stating that, in the opinion of such counsel, action has
        been taken with respect to the recording, registering, filing,
        re-recording, re-registering and re-filing of all supplemental
        indentures, financing statements, continuation statements or other
        instruments of further assurance as is necessary to maintain the Lien of
        the Security Documents and reciting with respect to the security
        interests in the Collateral the details of such action or referring to
        prior Opinions of Counsel in which such details are given;

               (2)    stating that, in the opinion of such counsel, no such
        action is necessary to maintain such Lien and assignment.

        (c)    The Company will otherwise comply with the provisions of
TIA Section 314(b).

Section 11.03  RELEASE OF COLLATERAL.

        (a)    Subject to subsections (b), (c) and (d) of this Section 11.03,
Collateral may be released from the Lien and security interest created by the
Security Documents at any time or from time to time in accordance with the
provisions of the Security Documents or as provided hereby. In addition, upon
the written request of the Company, accompanied by an Officers' Certificate
certifying (i) that all conditions precedent hereunder, under the Security
Documents and under the Intercreditor Agreement have been met (ii) whether or
not such release is in connection with an Asset Sale and (iii) that such release
is permitted under the Intercreditor Agreement and the Collateral Agent will (at
the sole cost and expense of the Company) release Collateral that is sold,
conveyed or disposed of in compliance with the provisions of this Indenture;
PROVIDED, that if such sale, conveyance or disposition constitutes an Asset
Sale, the Company will apply the Net Proceeds in accordance with Section 4.10
hereof. Upon receipt of such written request and Officers' Certificate, the
Collateral Agent shall execute, deliver or acknowledge any

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necessary or proper instruments of termination, satisfaction or release to
evidence the release of any Collateral permitted to be released pursuant to this
Indenture or the Security Documents.

        (b)    No Collateral may be released from the Lien and security interest
created by the Security Documents pursuant to the provisions of the Security
Documents unless (i) the request and Officers' Certificate required by Section
11.03(a) has been delivered to the Collateral Agent or (ii) the release is
permitted under the Intercreditor Agreement.

        (c)    At any time when a Default or Event of Default has occurred and
is continuing and the maturity of the Notes has been accelerated (whether by
declaration or otherwise) and the Trustee has delivered a notice of acceleration
to the Collateral Agent, no release of Collateral pursuant to the provisions of
the Security Documents will be effective as against the Holders of Notes unless
the release is permitted under the Intercreditor Agreement.

        (d)    The release of any Collateral from the terms of this Indenture,
the Security Documents and the Intercreditor Agreement will not be deemed to
impair the security under this Indenture in contravention of the provisions
hereof if and to the extent the Collateral is released pursuant to the terms
hereof. To the extent applicable, the Company will cause TIA Section 313(b),
relating to reports, and TIA Section 314(d), relating to the release of property
or securities from the Lien and security interest of the Security Documents and
relating to the substitution therefor of any property or securities to be
subjected to the Lien and security interest of the Security Documents, to be
complied with. Any certificate or opinion required by TIA Section 314(d) may be
made by an Officer of the Company except in cases where TIA Section 314(d)
requires that such certificate or opinion be made by an independent Person,
which Person will be an independent engineer, appraiser or other expert
reasonably acceptable to the Trustee same entity in the exercise of reasonable
care.

        In addition, and notwithstanding the foregoing, for so long as any
Indebtedness or commitment to lend exists under the Credit Agreement, the Senior
Lenders may each, in accordance with the Intercreditor Agreement, at any time
and from time to time, in their sole discretion, without the consent of or
notice to Trustee (except to the extent such notice or consent is specifically
required pursuant to the provisions of the Intercreditor Agreement) or any
Holder of Notes, without incurring responsibility to Trustee or any Holder of
Notes, and without impairing or releasing the subordination provided for in the
Intercreditor Agreement or the obligations of the Trustee to the Agent or any
senior lender (i) release any Person liable in any manner under or in respect of
Senior Indebtedness or release or compromise any obligation of any nature of any
Person with respect to any of the Senior Indebtedness, (ii) release its security
interest in, or surrender, release or permit any substitution or exchange for,
all or any part of any Property securing any Senior Indebtedness, or release,
compromise, alter or exchange any obligations of any nature of any Person with
respect to any such Property to the extent it relates to Senior Indebtedness,
(iii) release with respect to, or consent to any departure from, any guaranty
for all or any of the Senior Indebtedness or (iv) exercise or refrain from
exercising any rights against, and release from obligations of any type relating
to Senior Indebtedness, any Credit Party or any other Person.

Section 11.04  CERTIFICATES OF THE COMPANY.

        In addition to the request and Officers' Certificate required by Section
11.03(a), the Company will furnish to the Trustee and the Collateral Agent,
prior to each proposed release of Collateral pursuant to the Security Documents:

               (1)    all documents required by TIA Section 314(d); and

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               (2)    an Opinion of Counsel, which may be rendered by internal
        counsel to the Company, to the effect that such accompanying documents
        constitute all documents required by TIA Section 314(d).

        The Trustee may, to the extent permitted by Sections 7.01 and 7.02
hereof, accept as conclusive evidence of compliance with the foregoing
provisions the appropriate statements contained in such documents and such
Opinion of Counsel.

Section 11.05  CERTIFICATES OF THE TRUSTEE.

        In the event that the Trustee is not the Collateral agent, in the event
that the Company wishes to release Collateral in accordance with the Security
Documents and has delivered the certificates and documents required by the
Security Documents and Sections 11.03 and 11.04 hereof, if such release is not
permitted without a determinant of the Trustee and the Intercreditor Agreement
the Trustee will determine whether it has received all documentation required by
TIA Section 314(d) in connection with such release and, based on such
determination and the Opinion of Counsel delivered pursuant to Section 11.04(2),
will deliver a certificate to the Collateral Agent setting forth such
determination.

Section 11.06  AUTHORIZATION OF ACTIONS TO BE TAKEN BY THE TRUSTEE UNDER THE
               SECURITY DOCUMENTS.

        Subject to the terms of the Intercreditor Agreement and the provisions
of Section 7.01 and 7.02 hereof, the Trustee may, in its sole discretion and
without the consent of the Holders of Notes, direct, on behalf of the Holders of
Notes, the Collateral Agent to take all actions the Trustee deems necessary or
appropriate in order to:

               (1)    enforce any of the terms of the Security Documents; and

               (2)    collect and receive any and all amounts payable in respect
        of the Obligations of the Company hereunder.

        Subject to the terms of the Intercreditor Agreement, the Trustee may
institute and maintain such suits and proceedings as it may deem expedient to
prevent any impairment of the Collateral by any acts that may be unlawful or in
violation of the Security Documents or this Indenture, and such suits and
proceedings as the Trustee may deem expedient to preserve or protect its
interests and the interests of the Holders of Notes in the Collateral (including
power to institute and maintain suits or proceedings to restrain the enforcement
of or compliance with any legislative or other governmental enactment, rule or
order that may be unconstitutional or otherwise invalid if the enforcement of,
or compliance with, such enactment, rule or order would impair the security
interest hereunder or be prejudicial to the interests of the Holders of Notes or
of the Trustee).

Section 11.07  AUTHORIZATION OF RECEIPT OF FUNDS BY THE TRUSTEE UNDER THE
               SECURITY DOCUMENTS.

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

Section 11.08  TERMINATION OF SECURITY INTEREST.

        In the event the Trustee is not the Collateral Agent, upon the payment
in full of all Obligations of the Company under this Indenture and the Notes, or
upon Legal Defeasance, the Trustee will, at the request of the Company, deliver
a certificate to the Collateral Agent stating that such Obligations have

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been paid in full, and instruct the Collateral Agent to release the Liens
pursuant to this Indenture and the Security Documents.

                                  ARTICLE 12.
                                 NOTE GUARANTEES

Section 12.01  GUARANTEE.

        (a)    Subject to this Article 12, each of the Guarantors hereby,
jointly and severally, unconditionally guarantees to each Holder of a Note
authenticated and delivered by the Trustee and to the Trustee and its successors
and assigns, irrespective of the validity and enforceability of this Indenture,
the Notes or the obligations of the Company hereunder or thereunder, that:

               (1)    the principal of, premium and Liquidated Damages, if any,
        and interest on the Notes will be promptly paid in full when due,
        whether at maturity, by acceleration, redemption or otherwise, and
        interest on the overdue principal of and interest on the Notes, if any,
        if lawful, and all other obligations of the Company to the Holders or
        the Trustee hereunder or thereunder will be promptly paid in full or
        performed, all in accordance with the terms hereof and thereof; and

               (2)    in case of any extension of time of payment or renewal of
        any Notes or any of such other obligations, that same will be promptly
        paid in full when due or performed in accordance with the terms of the
        extension or renewal, whether at stated maturity, by acceleration or
        otherwise.

        Failing payment when due of any amount so guaranteed or any performance
so guaranteed for whatever reason, the Guarantors will be jointly and severally
obligated to pay the same immediately. Each Guarantor agrees that this is a
guarantee of payment and not a guarantee of collection.

        (b)    The Guarantors hereby agree that their obligations hereunder are
unconditional, irrespective of the validity, regularity or enforceability of the
Notes or this Indenture, the absence of any action to enforce the same, any
waiver or consent by any Holder of the Notes with respect to any provisions
hereof or thereof, the recovery of any judgment against the Company, any action
to enforce the same or any other circumstance which might otherwise constitute a
legal or equitable discharge or defense of a guarantor. Each Guarantor hereby
waives diligence, presentment, demand of payment, filing of claims with a court
in the event of insolvency or bankruptcy of the Company, any right to require a
proceeding first against the Company, protest, notice and all demands whatsoever
and covenant that this Note Guarantee will not be discharged except by complete
performance of the obligations contained in the Notes and this Indenture.

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

        (d)    Each Guarantor agrees that it will not be entitled to any right
of subrogation in relation to the Holders in respect of any obligations
guaranteed hereby until payment in full of all obligations guaranteed hereby.
Each Guarantor further agrees that, as between the Guarantors, on the one hand,
and the Holders and the Trustee, on the other hand, (1) the maturity of the
obligations guaranteed hereby may be accelerated as provided in Article 6 hereof
for the purposes of this Note Guarantee, notwithstanding any stay, injunction or
other prohibition preventing such acceleration in respect of the obligations
guaranteed hereby, and (2) in the event of any declaration of acceleration of
such obligations as provided

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in Article 6 hereof, such obligations (whether or not due and payable) will
forthwith become due and payable by the Guarantors for the purpose of this Note
Guarantee. The Guarantors will have the right to seek contribution from any
non-paying Guarantor so long as the exercise of such right does not impair the
rights of the Holders under the Note Guarantee.

Section 12.02  SUBORDINATION OF NOTE GUARANTEE.

        The Obligations of each Guarantor under its Note Guarantee pursuant to
this Article 12 will be junior and subordinated to the Senior Debt of such
Guarantor on the same basis as the Notes are junior and subordinated to Senior
Debt of the Company. For the purposes of the foregoing sentence, the Trustee and
the Holders will have the right to receive and/or retain payments by any of the
Guarantors only at such times as they may receive and/or retain payments in
respect of the Notes pursuant to this Indenture, including Article 10 hereof.

Section 12.03  LIMITATION ON GUARANTOR LIABILITY.

        Each Guarantor, and by its acceptance of Notes, each Holder, hereby
confirms that it is the intention of all such parties that the Note Guarantee of
such Guarantor not constitute a fraudulent transfer or conveyance for purposes
of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent
Transfer Act or any similar federal or state law to the extent applicable to any
Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders
and the Guarantors hereby irrevocably agree that the obligations of such
Guarantor will, after 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 this Article 12, result
in the obligations of such Guarantor under its Note Guarantee not constituting a
fraudulent transfer or conveyance.

Section 12.04  EXECUTION AND DELIVERY OF NOTE GUARANTEE.

        To evidence its Note Guarantee set forth in Section 12.01, each
Guarantor hereby agrees that a notation of such Note Guarantee substantially in
the form attached as Exhibit E hereto will be endorsed by an Officer of such
Guarantor on each Note authenticated and delivered by the Trustee and that this
Indenture will be executed on behalf of such Guarantor by one of its Officers.

        Each Guarantor hereby agrees that its Note Guarantee set forth in
Section 12.01 will remain in full force and effect notwithstanding any failure
to endorse on each Note a notation of such Note Guarantee.

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

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

        In the event that the Company creates or acquires any Restricted
Subsidiary after the date of this Indenture, if required by Section 4.20 hereof,
the Company will cause such Restricted Subsidiary to comply with the provisions
of Section 4.20 hereof and this Article 12, to the extent applicable.

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Section 12.05  GUARANTORS MAY CONSOLIDATE, ETC., ON CERTAIN TERMS.

        Except as otherwise provided in Section 12.06, a Guarantor may not sell
or otherwise dispose of all or substantially all of its assets to, or
consolidate with or merge with or into (whether or not such Guarantor is the
surviving Person) another Person, other than the Company or another Guarantor,
unless:

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

               (2)    subject to Section 12.06 hereof, the Person acquiring the
        property in any such sale or disposition or the Person formed by or
        surviving any such consolidation or merger unconditionally assumes all
        the obligations of that Guarantor, pursuant to a supplemental indenture
        in form and substance reasonably satisfactory to the Trustee, under the
        Notes, this Indenture, the Registration Rights Agreement and the Note
        Guarantee on the terms set forth herein or therein; and

                      (A)  the Company would be permitted by virtue of its pro
               forma Fixed Charge Coverage Ratio, immediately after giving
               effect to such transaction, to incur at least $1.00 of additional
               Indebtedness pursuant to the Fixed Charge Ratio test set forth in
               Section 4.09 hereof; or

                      (B)  such consolidation or merger is with or into such
               Person other than the Company or a another Guarantor and the
               acquisition of all of the Equity Interests in such Person would
               have complied with the provisions of the covenants described
               under Sections 4.07 and 4.09 hereof; and

                      (C)  the Guarantor has delivered to the Trustee an
               Officers' Certificate and an Opinion of Counsel each stating that
               such merger, consolidation or sale of assets and, if a
               supplemental indenture is required in connection with such
               transaction, such supplemental indenture complies with this
               Article and that all conditions precedent herein provided for
               have been complied with.

        In case of any such consolidation, merger, sale or conveyance and upon
the assumption by the successor Person, by supplemental indenture, executed and
delivered to the Trustee and satisfactory in form to the Trustee, of the Note
Guarantee endorsed upon the Notes and the due and punctual performance of all of
the covenants and conditions of this Indenture to be performed by the Guarantor,
such successor Person will succeed to and be substituted for the Guarantor with
the same effect as if it had been named herein as a Guarantor. Such successor
Person thereupon may cause to be signed any or all of the Note Guarantees to be
endorsed upon all of the Notes issuable hereunder which theretofore shall not
have been signed by the Company and delivered to the Trustee. All the Note
Guarantees so issued will in all respects have the same legal rank and benefit
under this Indenture as the Note Guarantees theretofore and thereafter issued in
accordance with the terms of this Indenture as though all of such Note
Guarantees had been issued at the date of the execution hereof.

        Except as set forth in Articles 4 and 5 hereof, and notwithstanding
clauses (a) and (b) above, nothing contained in this Indenture or in any of the
Notes will prevent any consolidation or merger of a Guarantor with or into the
Company or another Guarantor, or will prevent any sale or conveyance of the
property of a Guarantor as an entirety or substantially as an entirety to the
Company or another Guarantor.

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Section 12.06  RELEASES FOLLOWING SALE OF ASSETS, MERGER, SALE OF CAPITAL
               STOCK, ETC.

        In the event of any sale or other disposition of all or substantially
all of the assets of any Guarantor, by way of merger, consolidation or
otherwise, or a sale or other disposition of all to the Capital Stock of any
Guarantor, in each case to a Person that is not (either before or after giving
effect to such transactions) a Subsidiary of the Company, then such Guarantor
(in the event of a sale or other disposition, by way of merger, consolidation or
otherwise, of all of the Capital Stock of such Guarantor) or the corporation
acquiring the property (in the event of a sale or other disposition of all or
substantially all of the assets of such Guarantor) will be released and relieved
of any obligations under its Note Guarantee; PROVIDED that the Net Proceeds of
such sale or other disposition are applied in accordance with applicable
provisions of this Indenture, including without limitation Section 4.10 hereof.
Upon delivery by the Company to the Trustee of an Officers' Certificate and an
Opinion of Counsel to the effect that such sale or other disposition was made by
the Company in accordance with the provisions of this Indenture, including
without limitation Section 4.10 hereof, the Trustee will execute any documents
reasonably requested by the Company in order to evidence the release of such
Guarantor from its obligations under its Note Guarantee.

        In the event that the Company designates any Restricted Subsidiary that
is a Guarantor as an Unrestricted Subsidiary, then such Guarantor will be
released and relieved from any obligations under its Note Guarantee; PROVIDED
that such designation is in accordance with the applicable provisions of this
Indenture, including without limitation Section 4.07 and Section 4.10 hereof.
Upon delivery by the Company to the Trustee of an Officers' Certificate and an
Opinion of Counsel to the effect that such designation was made by the Company
in accordance with the terms of this Indenture, including without limitation
Section 4.07 and Section 4.10 hereof, the Trustee will execute any documents
reasonably requested by the Company in order to evidence the release of such
Guarantor from its obligations under its Notes Guarantee.

        Any Guarantor not released from its obligations under its Note Guarantee
will remain liable for the full amount of principal of and interest on the Notes
and for the other obligations of such Guarantor under this Indenture as provided
in this Article 12.

                                  ARTICLE 13.
                           SATISFACTION AND DISCHARGE

Section 13.01  SATISFACTION AND DISCHARGE.

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

               (1)    either:

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

                      (b)  all Notes that have not been delivered to the Trustee
        for cancellation have become due and payable by reason of the mailing of
        a notice of redemption or otherwise or will become due and payable
        within one year and the Company or any Guarantor has irrevocably
        deposited or caused to be deposited with the Trustee as trust funds in
        trust solely for the benefit of the Holders, cash in U.S. dollars,
        non-callable Government Securities, or a combination thereof,

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        in such amounts as will be sufficient without consideration of any
        reinvestment of interest, to pay and discharge the entire indebtedness
        on the Notes not delivered to the Trustee for cancellation for
        principal, premium and Liquidated Damages, if any, and accrued interest
        to the date of maturity or redemption;

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

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

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

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

        Notwithstanding the satisfaction and discharge of this Indenture, if
money has been deposited with the Trustee pursuant to subclause (b) of clause
(1) of this Section, the provisions of Section 13.02 and Section 8.06 will
survive. In addition, nothing in this Section 13.01 will be deemed to discharge
those provisions of Section 7.07 hereof, that, by their terms, survive the
satisfaction and discharge of this Indenture.

Section 13.02  APPLICATION OF TRUST MONEY.

        Subject to the provisions of Section 8.06, all money deposited with the
Trustee pursuant to Section 13.01 shall be held in trust and applied by it, in
accordance with the provisions of the Notes and this Indenture, to the payment,
either directly or through any Paying Agent (including the Company acting as its
own Paying Agent) as the Trustee may determine, to the Persons entitled thereto,
of the principal (and premium, if any) and interest for whose payment such money
has been deposited with the Trustee; but such money need not be segregated from
other funds except to the extent required by law.

        If the Trustee or Paying Agent is unable to apply any money or
Government Securities in accordance with Section 13.01 by reason of any legal
proceeding or by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, the
Company's and any Guarantor's obligations under this Indenture and the Notes
shall be revived and reinstated as though no deposit had occurred pursuant to
Section 13.01; PROVIDED that if the Company has made any payment of principal
of, premium, if any, or interest on any Notes because of the reinstatement of
its obligations, the Company shall be subrogated to the rights of the Holders of
such Notes to receive such payment from the money or Government Securities held
by the Trustee or Paying Agent.

                                  ARTICLE 14.
                                  MISCELLANEOUS

Section 14.01  TRUST INDENTURE ACT CONTROLS.

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

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Section 14.02  NOTICES.

        Any notice or communication by the Company, any Guarantor or the Trustee
to the others is duly given if in writing and delivered in Person or mailed by
first class mail (registered or certified, return receipt requested), telecopier
or overnight air courier guaranteeing next day delivery, to the others' address:

        If to the Company and/or any Guarantor:

        APCOA/Standard Parking, Inc.
        900 North Michigan Avenue
        Suite 1600
        Chicago, Illinois 60611
        Telecopier No.:  (312) 640-6162
        Attention:  Chief Financial Officer

        With a copy to:
        White & Case LLP
        1155 Avenue of the Americas
        New York, New York 10036
        Telecopier No.:  (212) 819-8200
        Attention:  Jonathan E. Kahn

        If to the Trustee:
        Wilmington Trust Company
        Rodney Square North
        1100 N. Market Street
        Wilmington, Delaware 19890
        Telecopier No.:  (302) 636-4145
        Attention:  Corporate Trust Administration

        The Company, any Guarantor or the Trustee, by notice to the others may
designate additional or different addresses for subsequent notices or
communications.

        All notices and communications (other than those sent to Holders) will
be deemed to have been duly given: at the time delivered by hand, if personally
delivered; five Business Days after being deposited in the mail, postage
prepaid, if mailed; when receipt acknowledged, if telecopied; and the next
Business Day after timely delivery to the courier, if sent by overnight air
courier guaranteeing next day delivery.

        Any notice or communication to a Holder will be mailed by first class
mail, certified or registered, return receipt requested, or by overnight air
courier guaranteeing next day delivery to its address shown on the register kept
by the Registrar. Any notice or communication will also be so mailed to any
Person described in TIA Section  313(c), to the extent required by the TIA.
Failure to mail a notice or communication to a Holder or any defect in it will
not affect its sufficiency with respect to other Holders.

        If a notice or communication is mailed in the manner provided above
within the time prescribed, it is duly given, whether or not the addressee
receives it.

        If the Company mails a notice or communication to Holders, it will mail
a copy to the Trustee and each Agent at the same time.

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Section 14.03  COMMUNICATION BY HOLDERS OF NOTES WITH OTHER HOLDERS OF NOTES.

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

Section 14.04  CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

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

               (1)    an Officers' Certificate in form and substance reasonably
        satisfactory to the Trustee (which must include the statements set forth
        in Section 12.05 hereof) stating that, in the opinion of the signers,
        all conditions precedent and covenants, if any, provided for in this
        Indenture relating to the proposed action have been satisfied; and

               (2)    an Opinion of Counsel in form and substance reasonably
        satisfactory to the Trustee (which must include the statements set forth
        in Section 12.05 hereof) stating that, in the opinion of such counsel,
        such action is authorized or permitted by this Indenture and that all
        such conditions precedent and covenants have been satisfied.

Section 14.05  STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.

        Each certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture (other than a certificate provided
pursuant to TIA Section 314(a)(4)) must comply with the provisions of TIA
Section 314(e) and must include:

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

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

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

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

Section 14.06  RULES BY TRUSTEE AND AGENTS.

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

Section 14.07  NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND
               STOCKHOLDERS.

        No past, present or future director, officer, employee, incorporator or
stockholder of the Company or any Guarantor, as such, will have any liability
for any obligations of the Company or the Guarantors under the Notes, this
Indenture, the Note Guarantees, or the Security Documents or for any claim based
on, in respect of, or by reason of, such obligations or their creation. Each
Holder of Notes by accepting a

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Note waives and releases all such liability. The waiver and release are part of
the consideration for issuance of the Notes. The waiver may not be effective to
waive liabilities under the federal securities laws.

Section 14.08  GOVERNING LAW.

        THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO
CONSTRUE THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES WITHOUT GIVING EFFECT
TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION
OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

Section 14.09  NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

        This Indenture may not be used to interpret any other indenture, loan or
debt agreement of the Company or its Subsidiaries or of any other Person. Any
such indenture, loan or debt agreement may not be used to interpret this
Indenture.

Section 14.10  SUCCESSORS.

        All agreements of the Company in this Indenture and the Notes will bind
its successors. All agreements of the Trustee in this Indenture will bind its
successors. All agreements of each Guarantor in this Indenture will bind its
successors, except as otherwise provided in Section 12.06.

Section 14.11  SEVERABILITY.

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

Section 14.12  COUNTERPART ORIGINALS.

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

Section 14.13  TABLE OF CONTENTS, HEADINGS, ETC.

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

                         [Signatures on following page]

                                       91
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                                   SIGNATURES

Dated as of January 11, 2002

                                 APCOA/STANDARD PARKING, INC.

                                 By:
                                     -------------------------------------------
                                     Name:  G. Marc Baumann
                                     Title: Executive Vice President,
                                            Chief Financial Officer, Treasurer

                                 A-1 AUTO PARK, INC.

                                 By:
                                     -------------------------------------------
                                     Name:  G. Marc Baumann
                                     Title: Vice President, Treasurer

                                 APCOA CAPITAL CORPORATION

                                 By:
                                     -------------------------------------------
                                     Name:  G. Marc Baumann
                                     Title: Vice President, Treasurer

                                 CENTURY PARKING, INC.

                                 By:
                                     -------------------------------------------
                                     Name:  G. Marc Baumann
                                     Title: Vice President, Treasurer

                                 EVENTS PARKING CO., INC.

                                 By:
                                     -------------------------------------------
                                     Name:  G. Marc Baumann
                                     Title: Treasurer

                                       92
<Page>

                                 HAWAII PARKING MAINTENANCE, INC.
                                 By:
                                     -------------------------------------------
                                     Name:  G. Marc Baumann
                                     Title: Vice President, Treasurer

                                 METROPOLITAN PARKING SYSTEM, INC.
                                 By:
                                     -------------------------------------------
                                     Name:  G. Marc Baumann
                                     Title: Treasurer

                                 S & S PARKING, INC.
                                 By:
                                     -------------------------------------------
                                     Name:  G. Marc Baumann
                                     Title: Vice President, Treasurer

                                 SENTINEL PARKING CO. OF OHIO, INC.
                                 By:
                                     -------------------------------------------
                                     Name:  G. Marc Baumann
                                     Title: Vice President, Treasurer

                                 SENTRY PARKING CORPORATION
                                 By:
                                     -------------------------------------------
                                     Name:  G. Marc Baumann
                                     Title: Vice President, Treasurer

                                       93
<Page>

                                 STANDARD AUTO PARK, INC.
                                 By:
                                     -------------------------------------------
                                     Name:  G. Marc Baumann
                                     Title: Treasurer

                                 STANDARD PARKING CORPORATION
                                 By:
                                     -------------------------------------------
                                     Name:  G. Marc Baumann
                                     Title: Treasurer

                                 STANDARD PARKING CORPORATION IL
                                 By:
                                     -------------------------------------------
                                     Name:  G. Marc Baumann
                                     Title: Treasurer

                                 TOWER PARKING, INC.
                                 By:
                                     -------------------------------------------
                                     Name:  G. Marc Baumann
                                     Title: Vice President, Treasurer

                                 VIRGINIA PARKING SERVICE, INC.
                                 By:
                                     -------------------------------------------
                                     Name:  G. Marc Baumann
                                     Title: Vice President, Treasurer

                                       94
<Page>

                                 APCOA BRADLEY PARKING COMPANY, LLC
                                 By: APCOA/STANDARD PARKING, INC., ITS SOLE
                                        MEMBER

                                 By:
                                     Name:  G. Marc Baumann
                                     -------------------------------------------
                                     Title: Executive Vice President,
                                            Chief Financial Officer, Treasurer

                                 APCOA LASALLE PARKING COMPANY, LLC
                                 By: APCOA/STANDARD PARKING INC., ITS MANAGER

                                 By:
                                     Name:  G. Marc Baumann
                                     -------------------------------------------
                                     Title: Executive Vice President,
                                            Chief Financial Officer, Treasurer

                                 EXECUTIVE PARKING INDUSTRIES, L.L.C.

                                 By:
                                     -------------------------------------------
                                     Name:  G. Marc Baumann
                                     Title: Treasurer

Attest:


---------------------------------
Name:
Title:

                                       95
<Page>

                                   SIGNATURES

Dated as of January 11, 2001


Wilmington Trust Company, as Trustee

By:
   -------------------------------
Name:
Title:

                                       96
<Page>

                                   SCHEDULE I

                             SCHEDULE OF GUARANTORS

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

A-1 Auto Park, Inc.
APCOA Bradley Parking Company, LLC
APCOA Capital Corporation
APCOA LaSalle Parking Company, LLC
Century Parking, Inc.
Events Parking Co., Inc.
Hawaii Parking Maintenance Inc.
Metropolitan Parking System, Inc.
S&S Parking, Inc.
Sentinel Parking Co. of Ohio, Inc.
Sentry Parking Corporation
Standard Auto Park, Inc.
Standard Parking Corporation
Standard Parking Corporation IL
Tower Parking, Inc.
Virginia Parking Service, Inc.
Executive Parking Industries, L.L.C.

                                      I-1
<Page>
                                                                       EXHIBIT A

                                 [Face of Note]
-------------------------------------------------------------------------------
THIS NOTE WILL BE CONSIDERED TO HAVE BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT
("OID") FOR PURPOSES OF SECTIONS 1271 ET. SEQ. OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED. THE ISSUE DATE OF THIS NOTE IS JANUARY 11, 2002. FOR
INFORMATION REGARDING THE ISSUE PRICE, AMOUNT OF OID, AND YIELD TO MATURITY FOR
PURPOSES OF THE OID RULES, PLEASE CONTACT G. MARC BAUMANN, EXECUTIVE VICE
PRESIDENT, CHIEF FINANCIAL OFFICER AND TREASURER OF APCOA/STANDARD PARKING,
INC., AT 900 NORTH MICHIGAN AVENUE, SUITE 1600, CHICAGO, ILLINOIS 60611,
TELECOPIER NO.: (312) 640-6162, ATTENTION: CHIEF FINANCIAL OFFICER.

ALL INDEBTEDNESS EVIDENCED BY THIS INSTRUMENT IS SUBORDINATED TO THE SENIOR
INDEBTEDNESS PURSUANT TO, AND TO THE EXTENT PROVIDED IN, AND IS OTHERWISE
SUBJECT TO THE TERMS OF, THE INTERCREDITOR AGREEMENT, DATED AS OF JANUARY 11,
2002 AS THE SAME MAY BE AMENDED, RESTATED, MODIFIED OR SUPPLEMENTED AND IN
EFFECT FROM TIME TO TIME, BY AND AMONG WILMINGTON TRUST COMPANY, AS TRUSTEE,
LASALLE BANK NATIONAL ASSOCIATION, AS AGENT FOR THE SENIOR LENDERS, AND THE
"CREDIT PARTIES" IDENTIFIED THEREIN, INCLUDING THE MAKER(S) OF THIS INSTRUMENT.

                                                         CUSIP/CINS ____________

    14% [Series A] [Series B] Senior Subordinated Second Lien Notes Due 2006

No. ___                                                            $____________

                          APCOA/Standard Parking, Inc.

promises to pay to CEDE & CO.

or registered assigns,

the principal sum of __________________________________________________________


Dollars on December 15, 2006.

Interest Payment Dates:  June 15 and December 15

Record Dates:  June 1 and December 1

Dated:  _______________, 200_

                                 APCOA/Standard Parking, Inc.

                                 By:
                                    -------------------------------------------
                                    Name:
                                    Title:

                                                                 (SEAL)

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

                                      A-1
<Page>

Wilmington Trust Company,
 as Trustee


By:
   --------------------------------------------
              Authorized Signatory

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

                                      A-2
<Page>

                                 [Back of Note]

    14% [Series A] [Series B] Senior Subordinated Second Lien Notes Due 2006

[INSERT THE GLOBAL NOTE LEGEND, IF APPLICABLE PURSUANT TO THE PROVISIONS OF THE
INDENTURE]

[INSERT THE PRIVATE PLACEMENT LEGEND, IF APPLICABLE PURSUANT TO THE PROVISIONS
OF THE INDENTURE]

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

                (1) INTEREST. APCOA/Standard Parking, Inc., a Delaware
        corporation (the "Company"), promises to pay interest on the principal
        amount of this Note at 14% per annum from January 11, 2002 until
        maturity and shall pay the Liquidated Damages, if any, payable pursuant
        to Section 7 of the Registration Rights Agreement referred to below.
        Interest in the amount of 10% per annum will be paid in cash, and
        interest in the amount of 4% per annum will be paid in additional Notes
        (the "PIK Notes"). The Company will pay interest and Liquidated Damages,
        if any, semi-annually in arrears on June 15 and December 15 of each
        year, or if any such day is not a Business Day, on the next succeeding
        Business Day (each, an " Interest Payment Date"). Interest on the Notes
        will accrue from the most recent date to which interest has been paid
        or, if no interest has been paid, from the date of such Notes issuance;
        PROVIDED that if there is no existing Default in the payment of
        interest, and if this Note is authenticated between a record date
        referred to on the face hereof and the next succeeding Interest Payment
        Date, interest shall accrue from such next succeeding Interest Payment
        Date; PROVIDED, FURTHER, that the first Interest Payment Date shall be
        June 15, 2002. The Company will pay interest (including post-petition
        interest in any proceeding under any Bankruptcy Law) on overdue
        principal and premium, if any, from time to time on demand at a rate
        that is 1% per annum in excess of the rate then in effect; it will pay
        interest (including post-petition interest in any proceeding under any
        Bankruptcy Law) on overdue installments of interest and Liquidated
        Damages, if any, (without regard to any applicable grace periods) from
        time to time on demand at the same rate to the extent lawful. Interest
        will be computed on the basis of a 360-day year of twelve 30-day months.
        PIK Notes will be issued in denominations of $100.00 principal amount
        and integral multiples thereof. The amount of PIK Notes issued to any
        Holder will be rounded down to the nearest $100.00 with any fractional
        amount paid to such Holder in cash. PIK Notes will bear interest
        (including interest paid on the date of maturity of the Notes) and
        Liquidated Damages, if any, in a manner identical to all other Notes
        issued under the Indenture.

                On the maturity date the Company will pay to the Holder 105% of
        the principal amount hereof, plus interest and Liquidated Damages, if
        any, then due.

                (2) METHOD OF PAYMENT. The Company will pay interest on the
        Notes (except defaulted interest) and Liquidated Damages, if any, to the
        Persons who are registered Holders of Notes at the close of business on
        the June 1 or December 1 next preceding the Interest Payment Date, even
        if such Notes are canceled after such record date and on or before such
        Interest Payment Date, except as provided in Section 2.12 of the
        Indenture with respect to defaulted interest. The Notes will be payable
        as to principal, premium and Liquidated Damages, if any, and interest at
        the office or agency of the Company maintained for such purpose within
        or without the City and State of New York, or, at the option of the
        Company, payment of interest and Liquidated Damages, if any, may be made
        by check mailed to the Holders at their addresses set forth in the
        register of Holders; PROVIDED that payment by wire transfer of
        immediately available funds will be required with respect to principal
        of and interest, premium and Liquidated Damages, if any, on, all Global
        Notes and all other Notes the Holders of which will have provided wire
        transfer

                                      A-3
<Page>

        instructions to the Company or the Paying Agent no later than the
        related record date for such payment. Such payment will be in such coin
        or currency of the United States of America as at the time of payment is
        legal tender for payment of public and private debts.

                (3) PAYING AGENT AND REGISTRAR. Initially, Wilmington Trust
        Company, the Trustee under the Indenture, will act as Paying Agent and
        Registrar. The Company may change any Paying Agent or Registrar without
        notice to any Holder. The Company or any of its Subsidiaries may act in
        any such capacity.

                (4) INDENTURE AND SECURITY DOCUMENTS. The Company issued the
        Notes under an Indenture dated as of January 11, 2002 (the "Indenture")
        among the Company, the Guarantors and the Trustee. The terms of the
        Notes include those stated in the Indenture and those made part of the
        Indenture by reference to the Trust Indenture Act of 1939, as amended
        (15 U.S. Code Sections 77aaa-77bbbb). The Notes are subject to all such
        terms, and Holders are referred to the Indenture and such Act for a
        statement of such terms. To the extent any provision of this Note
        conflicts with the express provisions of the Indenture, the provisions
        of the Indenture shall govern and be controlling. The Notes are secured
        obligations of the Company limited to $100.0 million in aggregate
        principal amount, plus any PIK Notes. The Notes are secured by a second
        priority security interest in substantially all of the Company's assets
        pursuant to the Security Documents and the Intercreditor Agreement
        referred to in the Indenture.

                (5) OPTIONAL REDEMPTION.

        The Company will not have the option to redeem the Notes prior to
January 1, 2002. Thereafter, the Company will have the option to redeem the
Notes, in whole or in part, upon not less than 30 nor more than 60 days' notice,
at the redemption prices (expressed as percentages of principal amount) set
forth below plus accrued and unpaid interest and Liquidated Damages, if any,
thereon to the applicable redemption date, if redeemed during the twelve-month
period beginning on January 1 of the years indicated below:

<Table>
<Caption>
        YEAR ....................................................              PERCENTAGE
        <S>                                                                     <C>
        2002 ....................................................               102.000%
        2003 ....................................................               103.000%
        2004 ....................................................               104.000%
        2005 and thereafter .....................................               105.000%
</Table>

                (6) MANDATORY REDEMPTION.

        Except as set forth under Sections 3.09, 4.10 and 4.15 of the Indenture,
the Company will not be required to make mandatory redemption payments with
respect to the Notes.

                (7) REPURCHASE AT OPTION OF HOLDER.

                    (a) If there is a Change of Control, the Company will be
        required to make an offer (a "Change of Control Offer") to repurchase
        all or any part (equal to $1,000 or an integral multiple thereof) of
        each Holder's Notes at a purchase price equal to 101% of the aggregate
        principal amount thereof plus accrued and unpaid interest and Liquidated
        Damages thereon, if any, to the date of purchase the "Change of Control
        Payment"). Within 10 days following any Change of Control, the Company
        will mail a notice to each Holder setting forth the procedures governing
        the Change of Control Offer as required by the Indenture.

                                      A-4
<Page>

                    (b) If the Company or a Subsidiary consummates any Asset
        Sales, within five days of each date on which the aggregate amount of
        Excess Proceeds exceeds $10.0 million, the Company will commence an
        offer to all Holders of Notes and all holders of other Indebtedness that
        is PARI PASSU with the Notes containing provisions similar to those set
        forth in the Indenture with respect to offers to purchase or redeem with
        the proceeds of sales of assets (an "Asset Sale Offer") pursuant to
        Section 3.09 of the Indenture to purchase the maximum principal amount
        of Notes (including any Additional Notes) and other PARI PASSU
        Indebtedness that may be purchased out of the Excess Proceeds at an
        offer price in cash in an amount equal to 100% of the principal amount
        thereof plus accrued and unpaid interest and Liquidated Damages thereon,
        if any, to the date fixed for the closing of such offer, in accordance
        with the procedures set forth in the Indenture. To the extent that the
        aggregate amount of Notes (including any Additional Notes) and other
        PARI PASSU Indebtedness tendered pursuant to an Asset Sale Offer is less
        than the Excess Proceeds, the Company (or such Subsidiary) may use such
        deficiency for any purpose not otherwise prohibited by the Indenture or
        the Credit Agreement. If the aggregate principal amount of Notes and
        other PARI PASSU Indebtedness surrendered by holders thereof exceeds the
        amount of Excess Proceeds, the Trustee shall select the Notes and the
        Company shall select the other PARI PASSU Indebtedness to be purchased
        on a PRO RATA basis. Holders of Notes that are the subject of an offer
        to purchase will receive an Asset Sale Offer from the Company prior to
        any related purchase date and may elect to have such Notes purchased by
        completing the form entitled "Option of Holder to Elect Purchase" on the
        reverse of the Notes.

                (8) NOTICE OF REDEMPTION. Notice of redemption will be mailed at
        least 30 days but not more than 60 days before the redemption date to
        each Holder whose Notes are to be redeemed at its registered address.
        Notes in denominations larger than $100 may be redeemed in part but only
        in whole multiples of $100, unless all of the Notes held by a Holder are
        to be redeemed. On and after the redemption date, interest ceases to
        accrue on Notes or portions thereof called for redemption.

                (9) DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in
        registered form without coupons in denominations of $100 and integral
        multiples of $100; PROVIDED, HOWEVER, to the extent that the amount of
        Notes to be issued is greater than $1,000 in principal amount, the Notes
        shall be issued in multiples of $1,000 and integral multiples thereof,
        with the remaining principal amount issued in denominations of $100
        principal amount and integral multiples thereof. The transfer of Notes
        may be registered and Notes may be exchanged as provided in the
        Indenture. The Registrar and the Trustee may require a Holder, among
        other things, to furnish appropriate endorsements and transfer documents
        and the Company may require a Holder to pay any taxes and fees required
        by law or permitted by the Indenture. The Company need not exchange or
        register the transfer of any Note or portion of a Note selected for
        redemption, except for the unredeemed portion of any Note being redeemed
        in part. Also, the Company need not exchange or register the transfer of
        any Notes for a period of 15 days before a selection of Notes to be
        redeemed or during the period between a record date and the
        corresponding Interest Payment Date.

                (10) PERSONS DEEMED OWNERS. The registered Holder of a Note may
        be treated as its owner for all purposes.

                (11) AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain
        exceptions, the Indenture, the Note Guarantees or the Notes may be
        amended or supplemented with the consent of the Holders of at least a
        majority in principal amount of the then outstanding Notes, voting as a
        single class, and any existing default or compliance with any provision
        of the Indenture, the Note Guarantees or the Notes may be waived with
        the consent of the Holders of a majority in principal amount of the then
        outstanding Notes, voting as a single class. Without the consent of any

                                      A-5
<Page>

        Holder of a Note, the Indenture, the Note Guarantees or the Notes may be
        amended or supplemented to cure any ambiguity, defect or inconsistency,
        to provide for uncertificated Notes in addition to or in place of
        certificated Notes, to provide for the assumption of the Company's or
        any Guarantor's obligations to Holders of the Notes in case of a merger
        or consolidation, to make any change that would provide any additional
        rights or benefits to the Holders of the Notes or that does not
        adversely affect the legal rights under the Indenture of any such
        Holder, to comply with the requirements of the SEC in order to effect or
        maintain the qualification of the Indenture under the Trust Indenture
        Act, to provide for the Issuance of Additional Notes in accordance with
        the limitations set forth in the Indenture, or to allow any Guarantor to
        execute a supplemental indenture to the Indenture and/or a Note
        Guarantee with respect to the Notes.

                (12) DEFAULTS AND REMEDIES. Events of Default include: (i)
        default for 30 days in the payment when due of interest or Liquidated
        Damages on the Notes; (ii) default in payment when due of principal of
        or premium, if any, on the Notes when the same becomes due and payable
        at maturity, upon redemption (including in connection with an offer to
        purchase) or otherwise, (iii) failure by the Company to comply with
        Sections 4.10, 4.15 or 5.01 of the Indenture; (iv) failure by the
        Company or any of its Subsidiaries for 30 days after notice from the
        Trustee or Holders of at least 30% in aggregate principal amount of the
        Notes then outstanding voting as a single class to comply with Section
        4.07 or 4.09 of the Indenture; (v) failure by the Company for 60 days
        after notice to the Company by the Trustee or the Holders of at least
        25% in principal amount of the Notes (including Additional Notes, if
        any) then outstanding voting as a single class to comply with certain
        other agreements in the Indenture, the Notes or the Security Documents;
        (vi) default under certain other agreements relating to Indebtedness of
        the Company or any of its Restricted Subsidiaries, which default results
        in the acceleration of such Indebtedness prior to its express maturity;
        (vii) certain final judgments for the payment of money that remain
        undischarged for a period of 60 days; (viii) certain events of
        bankruptcy or insolvency with respect to the Company or any of its
        Significant Subsidiaries; and (ix) notice to the Company and the Trustee
        from the Holder of at least 25% in aggregate principal amount of the
        Notes then outstanding voting as a single class of a breach by the
        Company of any representation or warranty or agreement in the Security
        Documents, the repudiation by Company of any of its obligations under
        the Security Documents or the unenforceability of the Security Documents
        against the Company for any reason. If any Event of Default occurs and
        is continuing, the Trustee or the Holders of at least 25% in principal
        amount of the then outstanding Notes may declare all the Notes to be due
        and payable. Notwithstanding the foregoing, in the case of an Event of
        Default arising from certain events of bankruptcy or insolvency, all
        outstanding Notes will become due and payable without further action or
        notice. Holders may not enforce the Indenture or the Notes except as
        provided in the Indenture. Subject to certain limitations, Holders of a
        majority in principal amount of the then outstanding Notes may direct
        the Trustee in its exercise of any trust or power. The Trustee may
        withhold from Holders of the Notes notice of any continuing Default or
        Event of Default (except a Default or Event of Default relating to the
        payment of principal or interest) if it determines that withholding
        notice is in their interest. The Holders of a majority in aggregate
        principal amount of the Notes then outstanding by notice to the Trustee
        may on behalf of the Holders of all of the Notes waive any existing
        Default or Event of Default and its consequences under the Indenture
        except a continuing Default or Event of Default in the payment of
        interest on, or the principal of, the Notes. The Company and each
        Guarantor is required to deliver to the Trustee annually a statement
        regarding compliance with the Indenture, and the Company is required
        upon becoming aware of any Default or Event of Default, to deliver to
        the Trustee a statement specifying such Default or Event of Default.

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

                                      A-6
<Page>

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

                (15) NO RECOURSE AGAINST OTHERS. A director, officer, employee,
        incorporator or stockholder, of the Company or any of the Guarantors, as
        such, will not have any liability for any obligations of the Company or
        such Guarantor under the Notes, the Note Guarantees or the Indenture or
        for any claim based on, in respect of, or by reason of, such obligations
        or their creation. Each Holder by accepting a Note waives and releases
        all such liability. The waiver and release are part of the consideration
        for the issuance of the Notes.

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

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

                (18) ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND
        RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to
        Holders of Notes under the Indenture, Holders of Restricted Global Notes
        and Restricted Definitive Notes will have all the rights set forth in
        the A/B Exchange Registration Rights Agreement dated as of January 11,
        2002, among the Company, the Guarantors and the other parties named on
        the signature pages thereof or, in the case of Additional Notes, Holders
        of Restricted Global Notes and Restricted Definitive Notes will have the
        rights set forth in one or more registration rights agreements, if any,
        among the Company, the Guarantors and the other parties thereto,
        relating to rights given by the Company and the Guarantors to the
        purchasers of any Additional Notes (collectively, the "Registration
        Rights Agreement").

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

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

APCOA/Standard Parking, Inc.
900 North Michigan Avenue
Suite 1600
Chicago, Illinois 60611
Attention:  Chief Financial Officer

                                      A-7
<Page>

                                 ASSIGNMENT FORM

        To assign this Note, fill in the form below:

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

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

________________________________________________________________________________

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

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

Date:  _______________

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

Signature Guarantee*:  _________________________

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

                                      A-1
<Page>
                                                                       EXHIBIT A
                       OPTION OF HOLDER TO ELECT PURCHASE

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

                      Section 4.10          Section 4.15

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

                                            $___________________________________

Date:
      ------------------------

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

                            Tax Identification No.:
                                                   -----------------------------

Signature Guarantee*:
                     --------------------------

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

                                      A-1
<Page>

                                                                       EXHIBIT A

     SCHEDULE OF INCREASES IN OR EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*

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

<Table>
<S>                 <C>                  <C>                     <C>                     <C>
                                                                   PRINCIPAL AMOUNT
                                                                 OF THIS GLOBAL NOTE        SIGNATURE OF
                    AMOUNT OF DECREASE   AMOUNT OF INCREASE IN      FOLLOWING SUCH       AUTHORIZED OFFICER
                    IN PRINCIPAL AMOUNT     PRINCIPAL AMOUNT         DECREASE (OR           OF TRUSTEE OR
DATE OF EXCHANGE    OF THIS GLOBAL NOTE   OF THIS GLOBAL NOTE          INCREASE)              CUSTODIAN
</Table>

* THIS SCHEDULE SHOULD BE INCLUDED ONLY IF THE NOTE IS ISSUED IN GLOBAL FORM.

                                       A-1
<Page>

                                                                       EXHIBIT B
                         FORM OF CERTIFICATE OF TRANSFER

APCOA/Standard Parking, Inc.
900 North Michigan Avenue
Suite 1600
Chicago, Illinois 60611
Attention:[Chief Financial Officer.]

[REGISTRAR ADDRESS BLOCK]

        Re: 14% Senior Subordinated Second Lien Notes Due 2006

        Reference is hereby made to the Indenture, dated as of _________________
(the "INDENTURE"), among APCOA/Standard Parking, Inc., as issuer (the
"COMPANY"), the Guarantors named on the signature pages thereto and Wilmington
Trust Company, as trustee. Capitalized terms used but not defined herein shall
have the meanings given to them in the Indenture.

        ___________________, (the "TRANSFEROR") owns and proposes to transfer
the Note[s] or interest in such Note[s] specified in Annex A hereto, in the
principal amount of $___________ in such Note[s] or interests (the "TRANSFER"),
to ___________________________ (the "TRANSFEREE"), as further specified in Annex
A hereto. In connection with the Transfer, the Transferor hereby certifies that:

                             [CHECK ALL THAT APPLY]

         1. / / CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST
IN THE PRIVATELY PLACED GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO RULE 144A.
The Transfer is being effected pursuant to and in accordance with Rule 144A
under the Securities Act of 1933, as amended (the "SECURITIES ACT"), and,
accordingly, the Transferor hereby further certifies that the beneficial
interest or Definitive Note is being transferred to a Person that the Transferor
reasonably believed and believes is purchasing the beneficial interest or
Definitive Note for its own account, or for one or more accounts with respect to
which such Person exercises sole investment discretion, and such Person and each
such account is a "qualified institutional buyer" within the meaning of Rule
144A in a transaction meeting the requirements of Rule 144A and such Transfer is
in compliance with any applicable blue sky securities laws of any state of the
United States. Upon consummation of the proposed Transfer in accordance with the
terms of the Indenture, the transferred beneficial interest or Definitive Note
will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the Privately Placed Global Note and/or the
Definitive Note and in the Indenture and the Securities Act.

         2. / / CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST
IN THE REGULATION S GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO REGULATION S.
The Transfer is being effected pursuant to and in accordance with Rule 903 or
Rule 904 under the Securities Act and, accordingly, the Transferor hereby
further certifies that (i) the Transfer is not being made to a Person in the
United States and (x) at the time the buy order was originated, the Transferee
was outside the United States or such Transferor and any Person acting on its
behalf reasonably believed and believes that the Transferee was outside the
United States or (y) the transaction was executed in, on or through the
facilities of a designated offshore securities market and neither such
Transferor nor any Person acting on its behalf knows that the transaction was
prearranged with a buyer in the United States, (ii) no directed selling efforts
have been made in contravention of the requirements of Rule 903(b) or Rule
904(b) of Regulation S under the Securities Act, (iii) the transaction is not
part of a plan or scheme to evade the registration requirements of the
Securities Act and (iv) if the proposed transfer is being made prior to the
expiration of the Restricted Period, the transfer is not being made to a U.S.
Person or for the account or benefit of a U.S. Person.

                                       B-1
<Page>

Upon consummation of the proposed transfer in accordance with the terms of the
Indenture, the transferred beneficial interest or Definitive Note will be
subject to the restrictions on Transfer enumerated in the Private Placement
Legend printed on the Regulation S Global Note and/or the Definitive Note and in
the Indenture and the Securities Act.

         3. / / CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A
BENEFICIAL INTEREST IN THE IAI GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO ANY
PROVISION OF THE SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S. The
Transfer is being effected in compliance with the transfer restrictions
applicable to beneficial interests in Restricted Global Notes and Restricted
Definitive Notes and pursuant to and in accordance with the Securities Act and
any applicable blue sky securities laws of any state of the United States, and
accordingly the Transferor hereby further certifies that (check one):

                  (a)     / / such Transfer is being effected pursuant to and in

         accordance with Rule 144 under the Securities Act;

                                       or

                  (b)     / / such Transfer is being effected to the Company or
         a subsidiary thereof;

                                       or

                  (c)     / / such Transfer is being effected pursuant to an
         effective registration statement under the Securities Act and in
         compliance with the prospectus delivery requirements of the Securities
         Act;

                                       or

                  (d)     / / such Transfer is being effected to an
         Institutional Accredited Investor and pursuant to an exemption from the
         registration requirements of the Securities Act other than Rule 144A,
         Rule 144 or Rule 904, and the Transferor hereby further certifies that
         it has not engaged in any general solicitation within the meaning of
         Regulation D under the Securities Act and the Transfer complies with
         the transfer restrictions applicable to beneficial interests in a
         Restricted Global Note or Restricted Definitive Notes and the
         requirements of the exemption claimed, which certification is supported
         by (1) a certificate executed by the Transferee in the form of Exhibit
         D to the Indenture and (2) if such Transfer is in respect of a
         principal amount of Notes at the time of transfer of less than
         $250,000, an Opinion of Counsel provided by the Transferor or the
         Transferee (a copy of which the Transferor has attached to this
         certification), to the effect that such Transfer is in compliance with
         the Securities Act. Upon consummation of the proposed transfer in
         accordance with the terms of the Indenture, the transferred beneficial
         interest or Definitive Note will be subject to the restrictions on
         transfer enumerated in the Private Placement Legend printed on the IAI
         Global Note and/or the Definitive Notes and in the Indenture and the
         Securities Act.

         4. / / CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL
INTEREST IN AN UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED DEFINITIVE NOTE.

         (a)  / / CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The Transfer is
being effected pursuant to and in accordance with Rule 144 under the Securities
Act and in compliance with the transfer restrictions contained in the Indenture
and any applicable blue sky securities laws of any state of the United States
and (ii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the
Securities Act. Upon consummation of

                                       B-2
<Page>

the proposed Transfer in accordance with the terms of the Indenture, the
transferred beneficial interest or Definitive Note will no longer be subject to
the restrictions on transfer enumerated in the Private Placement Legend printed
on the Restricted Global Notes, on Restricted Definitive Notes and in the
Indenture.

         (b)  / / CHECK IF TRANSFER IS PURSUANT TO REGULATION S. (i) The
Transfer is being effected pursuant to and in accordance with Rule 903 or Rule
904 under the Securities Act and in compliance with the transfer restrictions
contained in the Indenture and any applicable blue sky securities laws of any
state of the United States and (ii) the restrictions on transfer contained in
the Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act. Upon consummation of the proposed
Transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Note will no longer be subject to the
restrictions on transfer enumerated in the Private Placement Legend printed on
the Restricted Global Notes, on Restricted Definitive Notes and in the
Indenture.

         (c)  / / CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION. (i) The
Transfer is being effected pursuant to and in compliance with an exemption from
the registration requirements of the Securities Act other than Rule 144, Rule
903 or Rule 904 and in compliance with the transfer restrictions contained in
the Indenture and any applicable blue sky securities laws of any State of the
United States and (ii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act. Upon consummation of the proposed Transfer
in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note will not be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes or Restricted Definitive Notes and in the Indenture.

         This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.


                                                     ---------------------------
                                                     [Insert Name of Transferor]


                                                     By:
                                                        ------------------------
                                                       Name:
                                                       Title:

         Dated:  _______________________

                                       B-3
<Page>

                       ANNEX A TO CERTIFICATE OF TRANSFER

         1.       The Transferor owns and proposes to transfer the following:

                                     [CHECK ONE OF (a) OR (b)]

                                          (a)  / / a beneficial interest in the:

                      (i)   Privately Placed Global Note (CUSIP _________), or

                      (ii)  Regulation S Global Note (CUSIP _________), or

                      (iii) IAI Global Note (CUSIP _________); or

                  (b)  / /  a Restricted Definitive Note.

         2.       After the Transfer the Transferee will hold:

                                     [CHECK ONE]

                                          (a)  / / a beneficial interest in the:

                      (i)   Privately Placed Global Note (CUSIP _________), or

                      (ii)  Regulation S Global Note (CUSIP _________), or

                      (iii) IAI Global Note (CUSIP _________); or

                      (iv)  Unrestricted Global Note (CUSIP _________); or

                  (b)  / /  a Restricted Definitive Note; or

                  (c)  / /  an Unrestricted Definitive Note,

                  in accordance with the terms of the Indenture.

                                       B-1
<Page>

                                                                       EXHIBIT C

                         FORM OF CERTIFICATE OF EXCHANGE

APCOA/Standard Parking, Inc.
900 North Michigan Avenue
Suite 1600
Chicago, Illinois 60611
Attention:  [Chief Financial Officer]

[REGISTRAR ADDRESS BLOCK]

         Re:  14% Senior Subordinated Second Lien Notes Due 2006

                              (CUSIP ____________)

         Reference is hereby made to the Indenture, dated as of January 11, 2002
(the "INDENTURE"), among APCOA/Standard Parking, Inc., as issuer (the
"COMPANY"), the Guarantors named on the signature pages thereto and Wilmington
Trust Company, as trustee. Capitalized terms used but not defined herein shall
have the meanings given to them in the Indenture.

         __________________________, (the "OWNER") owns and proposes to exchange
the Note[s] or interest in such Note[s] specified herein, in the principal
amount of $____________ in such Note[s] or interests (the "EXCHANGE"). In
connection with the Exchange, the Owner hereby certifies that:

         1.   EXCHANGE OF  RESTRICTED  DEFINITIVE  NOTES OR  BENEFICIAL
INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR
BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE

         (a)  / / CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection
with the Exchange of the Owner's beneficial interest in a Restricted Global Note
for a beneficial interest in an Unrestricted Global Note in an equal principal
amount, the Owner hereby certifies (i) the beneficial interest is being acquired
for the Owner's own account without transfer, (ii) such Exchange has been
effected in compliance with the transfer restrictions applicable to the Global
Notes and pursuant to and in accordance with the Securities Act of 1933, as
amended (the "SECURITIES ACT"), (iii) the restrictions on transfer contained in
the Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act and (iv) the beneficial interest in
an Unrestricted Global Note is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States.

         (b)  / / CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Note for an Unrestricted
Definitive Note, the Owner hereby certifies (i) the Definitive Note is being
acquired for the Owner's own account without transfer, (ii) such Exchange has
been effected in compliance with the transfer restrictions applicable to the
Restricted Global Notes and pursuant to and in accordance with the Securities
Act, (iii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act and (iv) the Definitive Note is being acquired in compliance
with any applicable blue sky securities laws of any state of the United States.

         (c)  / / CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the
Owner's Exchange of a Restricted Definitive Note for a beneficial interest in an
Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest
is being acquired for the Owner's own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions
applicable to Restricted Definitive Notes and pursuant to and in accordance with
the Securities Act, (iii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the beneficial interest is being
acquired in compliance with any applicable blue sky securities laws of any state
of the United States.

         (d)  / / CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
UNRESTRICTED DEFINITIVE NOTE. In connection with the Owner's Exchange of a
Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby
certifies (i) the Unrestricted Definitive Note is being acquired for the Owner's
own account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to Restricted Definitive Notes and
pursuant to and in accordance with the Securities Act, (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
Unrestricted Definitive Note is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States.

         2.   EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN
RESTRICTED GLOBAL NOTES FOR RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS
IN RESTRICTED GLOBAL NOTES

         (a)  / / CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Note for a Restricted
Definitive Note with an equal principal amount, the Owner hereby certifies that
the Restricted Definitive Note is being acquired for the Owner's own account
without transfer. Upon consummation of the proposed Exchange in accordance with
the terms of the Indenture, the Restricted Definitive Note issued will continue
to be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the Restricted Definitive Note and in the Indenture
and the Securities Act.

         (b)  / / CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE. In connection with the Exchange
of the Owner's Restricted Definitive Note for a beneficial interest in the
[CHECK ONE] / / Privately Placed Global Note, / / Regulation S Global Note, / /
IAI Global Note with an equal principal amount, the Owner hereby certifies (i)
the beneficial interest is being acquired for the Owner's own account without
transfer and (ii) such Exchange has been effected in compliance with the
transfer restrictions applicable to the Restricted Global Notes and pursuant to
and in accordance with the Securities Act, and in compliance with any applicable
blue sky securities laws of any state of the United States. Upon consummation of
the proposed Exchange in accordance with the terms of the Indenture, the
beneficial interest issued will be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the relevant Restricted
Global Note and in the Indenture and the Securities Act.

         This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.

                                                 -------------------------------
                                                  [Insert Name of Transferor]


                                                 By:
                                                    ----------------------------
                                                   Name:
                                                   Title:

Dated:
      ------------------

                                       C-3
<Page>

                                                                       EXHIBIT D

                            FORM OF CERTIFICATE FROM
                   ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

APCOA/Standard Parking, Inc.
900 North Michigan Avenue
Suite 1600
Chicago, Illinois 60611
Attention:  [Chief Financial Officer.]

[REGISTRAR ADDRESS BLOCK]

         Re:  14% Senior Subordinated Second Lien Notes Due 2006

         Reference is hereby made to the Indenture, dated as of January 11, 2002
(the "INDENTURE"), among APCOA/Standard Parking, Inc., as issuer (the
"COMPANY"), the guarantors named on the signature pages thereto and Wilmington
Trust Company, as trustee. Capitalized terms used but not defined herein shall
have the meanings given to them in the Indenture.

         In connection with our proposed purchase of $____________ aggregate
principal amount of:

         (a)  / / a beneficial interest in a Global Note, or

         (b)  / / a Definitive Note,

         we confirm that:

         1.   We understand that any subsequent transfer of the Notes or any
interest therein is subject to certain restrictions and conditions set forth in
the Indenture and the undersigned agrees to be bound by, and not to resell,
pledge or otherwise transfer the Notes or any interest therein except in
compliance with, such restrictions and conditions and the Securities Act of
1933, as amended (the "SECURITIES ACT").

         2.   We understand that the offer and sale of the Notes have not been
registered under the Securities Act, and that the Notes and any interest therein
may not be offered or sold except as permitted in the following sentence. We
agree, on our own behalf and on behalf of any accounts for which we are acting
as hereinafter stated, that if we should sell the Notes or any interest therein,
we will do so only (A) to the Company or any subsidiary thereof, (B) in
accordance with Rule 144A under the Securities Act to a "qualified institutional
buyer" (as defined therein), (C) to an institutional "accredited investor" (as
defined below) that, prior to such transfer, furnishes (or has furnished on its
behalf by a U.S. broker-dealer) to you and to the Company a signed letter
substantially in the form of this letter and, if such transfer is in respect of
a principal amount of Notes, at the time of transfer of less than $250,000, an
Opinion of Counsel in form reasonably acceptable to the Company to the effect
that such transfer is in compliance with the Securities Act, (D) outside the
United States in accordance with Rule 904 of Regulation S under the Securities
Act, (E) pursuant to the provisions of Rule 144(k) under the Securities Act or
(F) pursuant to an effective registration statement under the Securities Act,
and we further agree to provide to any Person purchasing the Definitive Note or
beneficial interest in a Global Note from us in a transaction meeting the
requirements of clauses (A) through (E) of this paragraph a notice advising such
purchaser that resales thereof are restricted as stated herein.

                                       D 1
<Page>

         3.   We understand that, on any proposed resale of the Notes or
beneficial interest therein, we will be required to furnish to you and the
Company such certifications, legal opinions and other information as you and the
Company may reasonably require to confirm that the proposed sale complies with
the foregoing restrictions. We further understand that the Notes purchased by us
will bear a legend to the foregoing effect.

         4.   We are an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have
such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of our investment in the Notes, and we and
any accounts for which we are acting are each able to bear the economic risk of
our or its investment.

         5.   We are acquiring the Notes or beneficial interest therein
purchased by us for our own account or for one or more accounts (each of which
is an institutional "accredited investor") as to each of which we exercise sole
investment discretion.

         You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby.

                                          --------------------------------------
                                            [Insert Name of Accredited Investor]


                                          By:
                                             -----------------------------------
                                            Name:
                                            Title:

Dated:
       ----------------

                                       D-1
<Page>

                                                                       EXHIBIT E

                          FORM OF NOTATION OF GUARANTEE

         For value received, each Guarantor (which term includes any successor
Person under the Indenture) has, jointly and severally, unconditionally
guaranteed, to the extent set forth in the Indenture and subject to the
provisions in the Indenture dated as of January 11, 2002 (the "INDENTURE") among
APCOA/Standard Parking, Inc., (the "COMPANY"), the Guarantors listed on Schedule
I thereto and Wilmington Trust Company, as trustee (the "TRUSTEE"), (a) the due
and punctual payment of the principal of, premium and Liquidated Damages, if
any, and interest on the Notes (as defined in the Indenture), whether at
maturity, by acceleration, redemption or otherwise, the due and punctual payment
of interest on overdue principal of and interest on the Notes, if any, if
lawful, and the due and punctual performance of all other obligations of the
Company to the Holders or the Trustee all in accordance with the terms of the
Indenture and (b) in case of any extension of time of payment or renewal of any
Notes or any of such other obligations, that the same will be promptly paid in
full when due or performed in accordance with the terms of the extension or
renewal, whether at stated maturity, by acceleration or otherwise. The
obligations of the Guarantors to the Holders of Notes and to the Trustee
pursuant to the Note Guarantee and the Indenture are expressly set forth in
Article 12 of the Indenture and reference is hereby made to the Indenture for
the precise terms of the Note Guarantee. Each Holder of a Note, by accepting the
same, (a) agrees to and shall be bound by such provisions, (b) authorizes and
directs the Trustee, on behalf of such Holder, to take such action as may be
necessary or appropriate to effectuate the subordination as provided in the
Indenture and (c) appoints the Trustee attorney-in-fact of such Holder for such
purpose; PROVIDED, HOWEVER, that the Indebtedness evidenced by this Note
Guarantee shall cease to be so subordinated and subject in right of payment upon
any defeasance of this Note in accordance with the provisions of the Indenture.

                                          A-1 Auto Park, Inc.
                                          APCOA Bradley Parking Company, LLC
                                          APCOA Capital Corporation
                                          APCOA LaSalle Parking Company, LLC
                                          Century Parking, Inc.
                                          Events Parking Co., Inc.
                                          Hawaii Parking Maintenance Inc.
                                          Metropolitan Parking System, Inc.
                                          S&S Parking, Inc.
                                          Sentinel Parking Co. of Ohio, Inc.
                                          Sentry Parking Corporation
                                          Standard Auto Park, Inc.
                                          Standard Parking Corporation
                                          Standard Parking Corporation IL
                                          Tower Parking, Inc.
                                          Virginia Parking Service, Inc.
                                          Executive Parking Industries, L.L.C.


                                          By:
                                             -----------------------------------
                                          Name:
                                          Title:

                                       E-1
<Page>

                                                                       EXHIBIT F

                         FORM OF SUPPLEMENTAL INDENTURE
                    TO BE DELIVERED BY SUBSEQUENT GUARANTORS

         SUPPLEMENTAL INDENTURE (this "SUPPLEMENTAL INDENTURE"), dated as of
________________, 200__, among __________________ (the "GUARANTEEING
SUBSIDIARY"), a subsidiary of APCOA/Standard Parking, Inc. (or its permitted
successor), a Delaware corporation (the "COMPANY"), the Company, the other
Guarantors (as defined in the Indenture referred to herein) and Wilmington Trust
Company, as trustee under the indenture referred to below (the "TRUSTEE").

                               W I T N E S S E T H

         WHEREAS, the Company has heretofore executed and delivered to the
Trustee an indenture (the "INDENTURE"), dated as of January 11, 2002 providing
for the issuance of an aggregate principal amount of up to $100 million plus a
additional amount of PIK Notes, if any, of 14% Senior Subordinated Second Lien
Notes due 2006 (the "NOTES"), excluding PIK Notes, if any;

         WHEREAS, the Indenture provides that under certain circumstances the
Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental
indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally
guarantee all of the Company's Obligations under the Notes and the Indenture on
the terms and conditions set forth herein (the "NOTE GUARANTEE"); and

         WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture.

         NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the
equal and ratable benefit of the Holders of the Notes as follows:

         1.   CAPITALIZED TERMS. Capitalized terms used herein without
definition shall have the meanings assigned to them in the Indenture.

         2.   AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby agrees
as follows:

              (a)  Along with all Guarantors named in the Indenture, to jointly
         and severally Guarantee to each Holder of a Note authenticated and
         delivered by the Trustee and to the Trustee and its successors and
         assigns, the Notes or the obligations of the Company hereunder or
         thereunder, that:

              (i)  the principal of, and premium and Liquidated Damages, if any,
           and interest on the Notes will be promptly paid in full when due,
           whether at maturity, by acceleration, redemption or otherwise, and
           interest on the overdue principal of and interest on the Notes, if
           any, if lawful, and all other obligations of the Company to the
           Holders or the Trustee under the Notes or the Indenture will be
           promptly paid in full or performed, all in accordance with the terms
           hereof and thereof; and

              (ii) in case of any extension of time of payment or renewal of any
           Notes or any of such other obligations, that same will be promptly
           paid in full when due or performed in accordance with the terms of
           the extension or renewal, whether at stated maturity, by acceleration
           or otherwise. Failing payment when due of any amount so

                                       F-1
<Page>

           guaranteed or any performance so guaranteed for whatever reason, the
           Guarantors shall be jointly and severally obligated to pay the same
           immediately.

              (b)  The obligations hereunder shall be unconditional,
         irrespective of the validity, regularity or enforceability of the Notes
         or the Indenture, the absence of any action to enforce the same, any
         waiver or consent by any Holder of the Notes with respect to any
         provisions hereof or thereof, the recovery of any judgment against the
         Company, any action to enforce the same or any other circumstance which
         might otherwise constitute a legal or equitable discharge or defense of
         a Guarantor.

              (c)  The following is hereby waived: diligence, presentment,
         demand of payment, filing of claims with a court in the event of
         insolvency or bankruptcy of the Company, any right to require a
         proceeding first against the Company, protest, notice and all demands
         whatsoever.

              (d)  This Note Guarantee shall not be discharged except by
         complete performance of the obligations contained in the Notes and the
         Indenture, and the Guaranteeing Subsidiary accepts all obligations of a
         Guarantor under the Indenture.

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

              (f)  The Guaranteeing Subsidiary shall not be entitled to any
         right of subrogation in relation to the Holders in respect of any
         obligations guaranteed hereby until payment in full of all obligations
         guaranteed hereby.

              (g)  As between the Guarantors, on the one hand, and the Holders
         and the Trustee, on the other hand, (x) the maturity of the obligations
         guaranteed hereby may be accelerated as provided in Article 6 of the
         Indenture for the purposes of this Note Guarantee, notwithstanding any
         stay, injunction or other prohibition preventing such acceleration in
         respect of the obligations guaranteed hereby, and (y) in the event of
         any declaration of acceleration of such obligations as provided in
         Article 6 of the Indenture, such obligations (whether or not due and
         payable) shall forthwith become due and payable by the Guarantors for
         the purpose of this Note Guarantee.

              (h)  The Guarantors shall have the right to seek contribution from
         any non-paying Guarantor so long as the exercise of such right does not
         impair the rights of the Holders under the Note Guarantee.

              (i)  Pursuant to Section 12.02 of the Indenture, after giving
         effect to any maximum amount and all other contingent and fixed
         liabilities that are relevant under any applicable Bankruptcy or
         fraudulent conveyance laws, and after giving effect to any collections
         from, rights to receive contribution from or payments made by or on
         behalf of any other Guarantor in respect of the obligations of such
         other Guarantor under Article 12 of the Indenture, this new Note
         Guarantee shall be limited to the maximum amount permissible such that
         the obligations of such Guarantor under this Note Guarantee will not
         constitute a fraudulent transfer or conveyance.

                                       F-2
<Page>

         3.   EXECUTION AND DELIVERY. Each Guaranteeing  Subsidiary agrees that
the Note Guarantees shall remain in full force and effect notwithstanding any
failure to endorse on each Note a notation of such Note Guarantee.

         4.   GUARANTEEING SUBSIDIARY mAY CONSOLIDATE, eTC. ON CERTAIN TERMS.

              (a)  The Guaranteeing Subsidiary may not sell or otherwise dispose
         of all substantially all of its assets to, or consolidate with or merge
         with or into (whether or not such Guarantor is the surviving Person)
         another Person, other than the Company or another Guarantor unless:

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

              (ii) either (A) subject to Sections 12.04 and 12.05 of the
           Indenture, the Person acquiring the property in any such sale or
           disposition or the Person formed by or surviving any such
           consolidation or merger unconditionally assumes all the obligations
           of that Guarantor, pursuant to a supplemental indenture in form and
           substance reasonably satisfactory to the Trustee, under the Notes,
           the Indenture and the Note Guarantee on the terms set forth herein or
           therein; or (B) the Net Proceeds of such sale or other disposition
           are applied in accordance with the applicable provisions of the
           Indenture, including without limitation, Section 4.10 thereof.

              (b)  In case of any such consolidation, merger, sale or conveyance
         and upon the assumption by the successor Person, by supplemental
         indenture, executed and delivered to the Trustee and satisfactory in
         form to the Trustee, of the Note Guarantee endorsed upon the Notes and
         the due and punctual performance of all of the covenants and conditions
         of the Indenture to be performed by the Guarantor, such successor
         Person shall succeed to and be substituted for the Guarantor with the
         same effect as if it had been named herein as a Guarantor. Such
         successor Person thereupon may cause to be signed any or all of the
         Note Guarantees to be endorsed upon all of the Notes issuable under the
         Indenture which theretofore shall not have been signed by the Company
         and delivered to the Trustee. All the Note Guarantees so issued shall
         in all respects have the same legal rank and benefit under the
         Indenture as the Note Guarantees theretofore and thereafter issued in
         accordance with the terms of the Indenture as though all of such Note
         Guarantees had been issued at the date of the execution hereof.

              (c)  Except as set forth in Articles 4 and 5 and Section 12.05 of
         Article 12 of the Indenture, and notwithstanding clauses (a) and (b)
         above, nothing contained in the Indenture or in any of the Notes shall
         prevent any consolidation or merger of a Guarantor with or into the
         Company or another Guarantor, or shall prevent any sale or conveyance
         of the property of a Guarantor as an entirety or substantially as an
         entirety to the Company or another Guarantor.

         5.   RELEASES.

              (a)  In the event of any sale or other disposition of all or
         substantially all of the assets of any Guarantor, by way of merger,
         consolidation or otherwise, or a sale or other disposition of all of
         the capital stock of any Guarantor, in each case to a Person that is
         not (either before or after giving effect to such transaction) a
         Subsidiary of the Company, then such Guarantor (in the event of a sale
         or other disposition, by way of merger, consolidation or otherwise, of
         all of the capital stock of such Guarantor) or the corporation
         acquiring the property (in the event of a sale or other disposition of
         all or substantially all of the assets of such

                                       F-3
<Page>

         Guarantor) will be released and relieved of any obligations under its
         Note Guarantee; PROVIDED that the Net Proceeds of such sale or other
         disposition are applied in accordance with the applicable provisions of
         the Indenture, including without limitation Section 4.10 of the
         Indenture. Upon delivery by the Company to the Trustee of an Officers'
         Certificate and an Opinion of Counsel to the effect that such sale or
         other disposition was made by the Company in accordance with the
         provisions of the Indenture, including without limitation Section 4.10
         of the Indenture, the Trustee shall execute any documents reasonably
         requested by the Company in order to evidence the release of any
         Guarantor from its obligations under its Note Guarantee.

              (b)  In the event that the Company designates any Restricted
         Subsidiary that is a Guarantor as an Unrestricted Subsidiary, then such
         Guarantor will be released and relieved from any obligations under its
         Note Guarantee; PROVIDED that such designation is in accordance with
         the applicable provisions of this Indenture, including without
         limitation Section 4.07 and Section 4.10 hereof. Upon delivery by the
         Company to the Trustee of an Officers' Certificate and an Opinion of
         Counsel to the effect that such designation was made by the Company in
         accordance with the terms of this Indenture, including without
         limitation Section 4.07 and Section 4.10 hereof, the Trustee will
         execute any documents reasonably requested by the Company in order to
         evidence the release of any Guarantor from its obligations under its
         Notes Guarantee.

              (c)  Any Guarantor not released from its obligations under its
         Note Guarantee shall remain liable for the full amount of
         principal of and interest on the Notes and for the other obligations of
         any Guarantor under the Indenture as provided in Article 12 of the
         Indenture.

         6.   NO RECOURSE AGAINST OTHERS. No past, present or future director,
officer, employee, incorporator, stockholder or agent of the Guaranteeing
Subsidiary, as such, shall have any liability for any obligations of the Company
or any Guaranteeing Subsidiary under the Notes, any Note Guarantees, the
Indenture or this Supplemental Indenture or for any claim based on, in respect
of, or by reason of, such obligations or their creation. Each Holder of the
Notes by accepting a Note waives and releases all such liability. The waiver and
release are part of the consideration for issuance of the Notes. Such waiver may
not be effective to waive liabilities under the federal securities laws and it
is the view of the SEC that such a waiver is against public policy.

         7.   NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK
SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE BUT WITHOUT
GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT
THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

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

         9.   EFFECT OF HEADINGS. The Section headings herein are for
convenience only and shall not affect the construction hereof.

         10.  THE TRUSTEE. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental
Indenture or for or in respect of the recitals contained herein, all of which
recitals are made solely by the Guaranteeing Subsidiary and the Company.

                                       F-4
<Page>

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

         Dated:  _______________, 20___

                                   SIGNATURES

Dated as of December 26, 2001

                                  APCOA/STANDARD PARKING, INC.
                                  By:
                                     -------------------------------------------
                                     Name:  G. Marc Baumann
                                     Title: Executive Vice President, Chief
                                               Financial Officer, Treasurer

                                  A-1 AUTO PARK, INC.

                                  By:
                                     -------------------------------------------
                                     Name:  G. Marc Baumann
                                     Title: Vice President, Treasurer

                                  APCOA CAPITAL CORPORATION

                                  By:
                                     -------------------------------------------
                                     Name:  G. Marc Baumann
                                     Title: Vice President, Treasurer

                                  CENTURY PARKING, INC.

                                  By:
                                     -------------------------------------------
                                     Name:  G. Marc Baumann
                                     Title: Vice President, Treasurer

                                  EVENTS PARKING CO., INC.

                                  By:
                                     -------------------------------------------
                                     Name:  G. Marc Baumann
                                     Title: Treasurer

<Page>

                                  HAWAII PARKING MAINTENANCE, INC.

                                  By:
                                     -------------------------------------------
                                     Name:  G. Marc Baumann
                                     Title: Vice President, Treasurer

                                  METROPOLITAN PARKING SYSTEM, INC.

                                  By:
                                     -------------------------------------------
                                     Name:  G. Marc Baumann
                                     Title: Treasurer

                                  S & S PARKING, INC.

                                  By:
                                     -------------------------------------------
                                     Name:  G. Marc Baumann
                                     Title: Vice President, Treasurer

                                  SENTINEL PARKING CO. OF OHIO, INC.

                                  By:
                                     -------------------------------------------
                                     Name:  G. Marc Baumann
                                     Title: Vice President, Treasurer

                                  SENTRY PARKING CORPORATION

                                  By:
                                     -------------------------------------------
                                     Name:  G. Marc Baumann
                                     Title: Vice President, Treasurer

                                       F-6
<Page>

                                  STANDARD AUTO PARK, INC.

                                  By:
                                     -------------------------------------------
                                     Name:  G. Marc Baumann
                                     Title: Treasurer


                                  STANDARD PARKING CORPORATION

                                  By:
                                     -------------------------------------------
                                     Name:  G. Marc Baumann
                                     Title: Treasurer

                                       F-7
<Page>

                                  STANDARD PARKING CORPORATION IL

                                  By:
                                     -------------------------------------------
                                     Name:  G. Marc Baumann
                                     Title: Treasurer

                                  TOWER PARKING, INC.

                                  By:
                                     -------------------------------------------
                                     Name:  G. Marc Baumann
                                     Title: Vice President, Treasurer

                                  VIRGINIA PARKING SERVICE, INC.

                                  By:
                                     -------------------------------------------
                                     Name:  G. Marc Baumann
                                     Title: Vice President, Treasurer

                                       F-7
<Page>

                                  APCOA BRADLEY PARKING COMPANY, LLC
                                  By: APCOA/STANDARD PARKING, INC., ITS SOLE
                                        MEMBER

                                  By:
                                     -------------------------------------------
                                     Name:  G. Marc Baumann
                                     Title: Executive Vice President,
                                            Chief Financial Officer, Treasurer


                                  APCOA LASALLE PARKING COMPANY, LLC
                                  By: APCOA/STANDARD PARKING INC., ITS MANAGER

                                  By:
                                     -------------------------------------------
                                     Name:  G. Marc Baumann
                                     Title: Executive Vice President,
                                            Chief Financial Officer, Treasurer

                                  EXECUTIVE PARKING INDUSTRIES, L.L.C.

                                  By:
                                     -------------------------------------------
                                     Name:  G. Marc Baumann
                                     Title: Treasurer

Attest:


-------------------------------------------
Name:
Title:

                                       F-8
<Page>

                                  Wilmington Trust Company,
                                  as Trustee

                                  By:
                                     -------------------------------------------
                                     Authorized Signatory

                                       F-9
<Page>

                                                                       EXHIBIT F


                           FORM OF SECURITY DOCUMENTS

                                       F-1
<Page>

                                                                       EXHIBIT G


                         FORM OF INTERCREDITOR AGREEMENT

                                       F-1