Exhibit 4.5

                                                                  EXECUTION COPY

                              LaBRANCHE & CO INC.,

                                    as Issuer

                                       and

                               FIRSTAR BANK, N.A.,

                                   as Trustee

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

                                    INDENTURE

                            Dated as of March 2, 2000

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

                     12% Senior Subordinated Notes due 2007

--------------------------------------------------------------------------------
<PAGE>

                                TABLE OF CONTENTS

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

Section 1.1.  Definitions ...............................................................      1
Section 1.2.  Other Definitions .........................................................     26
Section 1.3.  Incorporation by Reference of Trust Indenture Act .........................     27
Section 1.4.  Rules of Construction .....................................................     27

ARTICLE II.  THE NOTES ..................................................................     28

Section 2.1.  Form and Dating ...........................................................     28
Section 2.2.  Execution and Authentication ..............................................     28
Section 2.3.  Registrar and Paying Agent ................................................     30
Section 2.4.  Paying Agent to Hold Money in Trust .......................................     30
Section 2.5.  Holder Lists ..............................................................     31
Section 2.6.  Global Note Provisions ....................................................     31
Section 2.7   Legends ...................................................................     32
Section 2.9.  Mutilated, Destroyed, Lost or Stolen Notes ................................     35
Section 2.10. Temporary Notes ...........................................................     36
Section 2.11. Cancellation ..............................................................     36
Section 2.12. Defaulted Interest ........................................................     36
Section 2.13. Additional Amounts Under Registration Rights Agreements ...................     37

ARTICLE III.  SUBORDINATION OF THE NOTES ................................................     37

Section 3.1.  Agreement to Subordinate ..................................................     37
Section 3.2.  Liquidation, Dissolution, Bankruptcy ......................................     38
Section 3.3.  Default on Designated Senior Debt of the Company ..........................     38
Section 3.4.  Acceleration of Payment of Notes ..........................................     39
Section 3.5.  When Distribution Must Be Paid Over .......................................     39
Section 3.6.  Subrogation ...............................................................     39
Section 3.7.  Relative Rights ...........................................................     39
Section 3.8.  Subordination May Not Be Impaired by Company ..............................     40
Section 3.9.  Rights of Trustee and Paying Agent ........................................     40
Section 3.10. Distribution or Notice to Representative ..................................     40
Section 3.11. Article III Not to Prevent Events of Default or Limit Right to Accelerate .     40
Section 3.12. Trust Moneys Not Subordinated .............................................     40
Section 3.13. Trustee Entitled to Rely ..................................................     41
Section 3.14. Trustee to Effectuate Subordination .......................................     41
Section 3.15. Trustee Not Fiduciary for Holders of Senior Debt ..........................     41
Section 3.16. Reliance by Holders of Senior Debt on Subordination Provisions ............     41

ARTICLE IV.   COVENANTS .................................................................     42

Section 4.1.  Payment of Notes ..........................................................     42
Section 4.2.  SEC Reports ...............................................................     42
</TABLE>


                                   i
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<TABLE>
<S>                                                                                              <C>
Section 4.3.  Waiver of Stay, Extension or Usury Laws.............................................43
Section 4.4.  Compliance Certificate..............................................................43
Section 4.5.  Taxes...............................................................................44
Section 4.6.  Limitation on Incurrence of Additional Indebtedness.................................44
Section 4.7.  Limitation on Restricted Payments...................................................44
Section 4.8.  Limitation on Asset Sales...........................................................47
Section 4.9.  Limitation on Distributions and Other Restrictions Affecting Subsidiaries...........49
Section 4.10. Limitation on Issuance and Sale of Capital Interests in Restricted Subsidiaries.....50
Section 4.11. Limitations on Liens................................................................50
Section 4.12. Limitations on Transactions with Affiliates.........................................52
Section 4.13. Limitation On Designations of Unrestricted Subsidiaries.............................53
Section 4.14. Change of Control...................................................................54
Section 4.15  Limitation on Layered Indebtedness..................................................55
Section 4.16. Maintenance of Office or Agency.....................................................56
Section 4.17. Maintenance of Properties and Insurance.............................................56
Section 4.18. Excess Cash Flow Offer..............................................................56

ARTICLE V.    SUCCESSOR CORPORATION...............................................................59

Section 5.1.  Limitation on Merger, Consolidation and Sale of Assets..............................59
Section 5.2.  Successor Person Substituted........................................................61

ARTICLE VI.   DEFAULTS AND REMEDIES...............................................................61

Section 6.1.  Events of Default...................................................................61
Section 6.2.  Acceleration........................................................................63
Section 6.3.  Other Remedies......................................................................65
Section 6.4.  Waiver of Past Defaults and Events of Default.......................................65
Section 6.5.  Control by Majority.................................................................65
Section 6.6.  Limitation on Suits.................................................................65
Section 6.7.  Rights of Holders To Receive Payment................................................66
Section 6.8.  Collection Suit by Trustee..........................................................66
Section 6.9.  Trustee May File Proofs of Claim....................................................66
Section 6.10. Priorities..........................................................................67
Section 6.11. Undertaking for Costs...............................................................67
Section 6.12. Restoration of Rights and Remedies..................................................67

ARTICLE VII.  TRUSTEE.............................................................................68

Section 7.1.  Duties of Trustee...................................................................68
Section 7.2.  Rights of Trustee...................................................................69
Section 7.3.  Individual Rights of Trustee........................................................70
Section 7.4.  Trustee's Disclaimer................................................................70
Section 7.5.  Notice of Defaults..................................................................70
Section 7.6.  Reports by Trustee to Holders.......................................................70
Section 7.7.  Compensation and Indemnity..........................................................70
Section 7.8.  Replacement of Trustee..............................................................71
Section 7.9.  Successor Trustee by Consolidation, Merger or Conversion............................72
</TABLE>


                                       ii
<PAGE>

<TABLE>
<S>                                                                                    <C>
Section 7.10.  Eligibility; Disqualification............................................72
Section 7.11.  Preferential Collection of Claims Against Company........................72
Section 7.12.  Paying Agents............................................................73

ARTICLE VIII.  AMENDMENT, SUPPLEMENT AND WAIVER.........................................73

Section 8.1.   Without Consent of Holders...............................................73
Section 8.2.   With Consent of Holders..................................................74
Section 8.3.   Compliance with Trust Indenture Act......................................75
Section 8.4.   Revocation and Effect of Consents........................................75
Section 8.5.   Notation on or Exchange of Notes.........................................76
Section 8.6.   Trustee To Sign Amendments, etc..........................................76

ARTICLE IX.    DISCHARGE OF INDENTURE; DEFEASANCE.......................................76

Section 9.1.   Discharge of Indenture...................................................76
Section 9.2.   Legal Defeasance.........................................................77
Section 9.3.   Covenant Defeasance......................................................77
Section 9.4.   Conditions to Legal Defeasance or Covenant Defeasance....................78
Section 9.5.   Deposited Money and U.S. Government Obligations To Be Held in Trust;
               Other Miscellaneous Provisions...........................................79
Section 9.6.   Reinstatement............................................................80
Section 9.7.   Moneys Held by Paying Agent..............................................80
Section 9.8.   Moneys Held by Trustee...................................................80

ARTICLE X.     MISCELLANEOUS............................................................81

Section 10.1.  Trust Indenture Act Controls.............................................81
Section 10.2.  Notices..................................................................81
Section 10.3.  Communications by Holders with Other Holders.............................82
Section 10.4.  Certificate and Opinion as to Conditions Precedent.......................82
Section 10.5.  Statements Required in Certificate and Opinion...........................82
Section 10.6.  When Treasury Notes Disregarded..........................................83
Section 10.7.  Rules by Trustee and Agents..............................................83
Section 10.8.  Business Days; Legal Holidays............................................83
Section 10.9.  Governing Law............................................................83
Section 10.10. No Adverse Interpretation of Other Agreements............................84
Section 10.11. No Recourse Against Others...............................................84
Section 10.12. Successors...............................................................85
Section 10.13. Multiple Counterparts....................................................85
Section 10.14. Qualification of Indenture...............................................85
Section 10.15. Table of Contents, Headings, etc.........................................85
Section 10.16. Separability.............................................................85
</TABLE>

EXHIBIT A      FORM OF NOTE
EXHIBIT B-1    FORM OF NON-U.S. BENEFICIAL OWNERSHIP CERTIFICATION BY
               EUROCLEAR AND CLEARSTREAM


                                       iii
<PAGE>

EXHIBIT B-2    FORM OF NON-U.S. BENEFICIAL OWNERSHIP CERTIFICATION BY
               MEMBER ORGANIZATION
EXHIBIT C      FORM OF TRANSFER CERTIFICATE FOR TRANSFER TO QIB
EXHIBIT D      FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH
               TRANSFER PURSUANT TO REGULATION S
EXHIBIT E      FORM OF RULE 144 CERTIFICATION


                                       iv
<PAGE>

                              CROSS-REFERENCE TABLE

TIA Section                                            Indenture Section
310   (a)(1)                                           7.10
      (a)(2)                                           7.10
      (a)(3)                                           N.A.
      (a)(4)                                           N.A.
      (a)(5)                                           7.10
      (b)                                              7.8; 7.10
      (b)(1)                                           7.10
      (b)(9)                                           7.10
      (c)                                              N.A.
311   (a)                                              7.11
      (b)                                              7.11
      (c)                                              N.A.
312   (a)                                              2.5
      (b)                                              10.3
      (c)                                              10.3
313   (a)                                              7.6
      (b)(1)                                           N.A.
      (b)(2)                                           7.6
      (c)                                              7.6; 10.2
      (d)                                              7.6
314   (a)                                              4.2; 4.4; 10.2
      (b)                                              N.A.
      (c)(1)                                           10.4; 10.5
      (c)(2)                                           10.4; 10.5
      (c)(3)                                           N.A.
      (d)                                              N.A.
      (e)                                              10.5
      (f)                                              N.A.
315   (a)                                              7.1; 7.2
      (b)                                              7.5; 10.2
      (c)                                              7.1
      (d)                                              6.5; 7.1; 7.2
      (e)                                              6.11
316   (a)(last sentence)                               10.6
      (a)(1)(A)                                        6.5
      (a)(1)(B)                                        6.4
      (a)(2)                                           N.A.
      (b)                                              6.7
      (c)                                              8.4
317   (a)(1)                                           6.8
      (a)(2)                                           6.9
      (b)                                              7.12
318   (a)                                              10.1

N.A. means Not Applicable

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


                                       v
<PAGE>

            INDENTURE, dated as of March 2, 2000, between LaBranche & Co Inc., a
Delaware corporation, as Issuer (the "Company"), and Firstar Bank, N.A., as
Trustee (the "Trustee").

            Each party agrees as follows for the benefit of the other party and
for the equal and ratable benefit of the Holders of the Company's 12% Senior
Subordinated Notes due 2007 (the "Series A Notes").

                                   ARTICLE I.

                   DEFINITIONS AND INCORPORATION BY REFERENCE

            Section 1.1. Definitions.

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

            "Affiliate" means, with respect to any specified Person, any other
Person who directly or indirectly through one or more intermediaries controls,
or is controlled by, or is under common control with, such specified Person. The
term "control" means the possession, directly or indirectly, of the power to
direct or cause the direction of the management and policies of a Person,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative of the
foregoing.

            "Agent" means any Registrar, Paying Agent, co-registrar or agent for
service of notices and demands.

            "Annual Incentive Plan" means the LaBranche & Co Inc. Annual
Incentive Plan as in effect on the Issue Date or as amended from time to time as
approved by majority of the disinterested members of the Board of Directors (or
a majority of the disinterested members of a committee thereof).

            "Asset Acquisition" means:

            (a) an Investment by the Company or any Restricted Subsidiary in any
other Person pursuant to which such Person shall become a Restricted Subsidiary
or shall be merged with or into the Company or any Restricted Subsidiary, or

            (b) the acquisition by the Company or any Restricted Subsidiary of
the assets of any Person (other than a Restricted Subsidiary) that constitute
all or substantially all of the assets of such Person or comprises any division
or line of business of such Person or any other properties or assets of such
Person other than in the ordinary course of business.


                                       1
<PAGE>

            "Asset Sale" means any direct or indirect sale, issuance,
conveyance, lease, assignment or other transfer (other than the granting of a
Lien in accordance with this Indenture) for value by the Company or any of the
Restricted Subsidiaries (including any Sale and Leaseback Transaction) to any
Person other than the Company or a Restricted Subsidiary of:

            (a) any Capital Stock of any Restricted Subsidiary; or

            (b) any other property or assets (excluding Capital Stock) of the
Company or any Restricted Subsidiary;

provided, however, that "Asset Sale" shall not include:

                  (i) a transaction or series of related transactions for which
the Company or the Restricted Subsidiaries receive aggregate consideration of
less than $2 million;

                  (ii) the sale, lease, conveyance, disposition or other
transfer of all or substantially all of the assets of the Company as permitted
under Section 5.1 hereof;

                  (iii) any Restricted Payment made in accordance with the
covenant described under Section 4.7 hereof;

                  (iv) the sale or lending of Investment Securities in the
ordinary course of business of the Company and its Restricted Subsidiaries;

                  (v) Sale and Leaseback Transactions involving up to $15.0
million in the aggregate after the Issue Date; or

                  (vi) the disposition of obsolete or worn-out equipment or
entering into operating leases for real property or equipment or subleases in
respect thereof, in each case in the ordinary course of business.

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

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

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

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

            "Capital Expenditures" means, for any period, the aggregate of all
expenditures made by the Company and its Restricted Subsidiaries during such
period on a consolidated basis


                                       2
<PAGE>

which, as determined in accordance with GAAP, are required to be included in
property, plant or equipment or a similar fixed asset.

            "Capital Stock" means:

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

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

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

            "Cash Equivalents" means:

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

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

            (c) commercial paper maturing no more than one year from the date of
creation thereof and, at the time of acquisition, having a rating of at least
A-1 from S&P or at least P-l from Moody's;

            (d) certificates of deposit or bankers' acceptances maturing within
one year from the date of acquisition thereof issued by any bank organized under
the laws of the United States of America or any state thereof or the District of
Columbia or any U.S. branch of a foreign bank having at the date of acquisition
thereof combined capital and surplus of not less than $500,000,000;

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

            (f) investments in money market funds that invest substantially all
their assets in securities of the types described in clauses (a) through (e)
above.


                                       3
<PAGE>

            "Certificated Note" means any Note issued in fully-registered
certificated form (other than a Global Note), which shall be substantially in
the form of Exhibit A hereto, with appropriate legends as specified in Section
2.7 and Exhibit A hereto.

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

            (a) any sale, lease, exchange or other transfer (in one transaction
or a series of related transactions) of all or substantially all of the assets
of the Company (determined on a consolidated basis) to any Person or group of
related Persons for purposes of Section 13(d) of the Exchange Act (a "Group")
(whether or not otherwise in compliance with the provisions of this Indenture);

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

            (c) any Person or Group, other than the Permitted Holders, becomes
the beneficial owner (as defined by Section 13(d) of the Exchange Act), directly
or indirectly, of more than 35% of the total voting power of the Capital Stock
of the Company, and the Permitted Holders beneficially own, directly or
indirectly in the aggregate, a lesser percentage of the total voting power of
the Capital Stock of the Company than such Person or Group and do not have the
right or ability by voting power, contract, or otherwise to elect or designate
for election a majority of the Board of Directors (or any analogous governing
body) of the Company; or

            (d) the replacement of a majority of the Board of Directors of the
Company over a consecutive 24-month period from the directors who constituted
the Board of Directors of the Company at the beginning of such period, and such
replacement shall not have been approved by a vote of at least a majority of the
Board of Directors of the Company, then still in office, who either were members
of such Board of Directors at the beginning of such period or whose election as
a member of such Board of Directors was previously so approved.

            "Change of Control Offer" has the meaning set forth in the
definition of "Change of Control Offer to Purchase".

            "Change of Control Offer to Purchase" means a written notice (the
"Change of Control Offer") sent by first class mail, postage prepaid, to each
Holder at his address appearing in the security register on the date of the
Change of Control Offer, with a copy to the Trustee, offering to purchase the
Notes held by such Holder at a purchase price in cash equal to 101% of the
principal amount thereof, plus accrued and unpaid interest, if any, to the
Purchase Date (as defined below) (the "Change of Control Purchase Price").
Unless otherwise required by applicable law, the Change of Control Offer shall
specify an expiration date (the "Expiration Date") of the Offer to Purchase
which shall be, subject to any contrary requirements of applicable law, not less
than 30 days or more than 60 days after the date of mailing of such Change of
Control Offer and a settlement date (the "Change of Control Purchase Date") for
the purchase of Notes which must be within three Business Days after the
Expiration Date. The Change of Control Offer shall contain all instructions and
materials necessary to enable such


                                       4
<PAGE>

Holders to tender Notes pursuant to the Change of Control Offer to Purchase. The
Change of Control Offer shall also state:

            (1) that the Holder may tender all or any portion of the Notes
registered in the name of such Holder and that any portion of a Note tendered
must be tendered in an integral multiple of $1,000 principal amount;

            (2) the place or places where Notes are to be surrendered for tender
pursuant to the Offer to Purchase;

            (3) that, unless the Company defaults in making such purchase, any
Note accepted for purchase pursuant to the Change of Control Offer to Purchase
will, after the Change of Control Purchase Date, cease to accrue interest but
that any Note not tendered or tendered but not purchased by the Company pursuant
to the Change of Control Offer to Purchase will continue to accrue interest at
the same rate;

            (4) that, on the Change of Control Purchase Date, the Change of
Control Purchase Price will become due and payable upon each Note accepted for
payment pursuant to the Change of Control Offer to Purchase;

            (5) that each Holder electing to tender a Note pursuant to the
Change of Control Offer to Purchase will be required to surrender such note at
the place or places set forth in the Change of Control Offer prior to the close
of business on the Expiration Date (such Note being accompanied by a written
instrument of transfer in the form provided in the form of Notes attached as
Exhibit A hereto duly executed by the Holder thereof or his attorney duly
authorized in writing);

            (6) that Holders will be entitled to withdraw all or any portion of
Notes tendered if the Company (or its paying agent) receives, not later than the
close of business on the Expiration Date, a telegram, telex, facsimile
transmission or letter setting forth the name of the Holder, the aggregate
principal amount of the Notes the Holder tendered, the certificate number of the
Note the Holder tendered and a statement that such Holder is withdrawing all or
a portion of his tender; and

            (7) that, in the case of any Holder whose Note is tendered only in
part, the Company shall execute, and the Trustee shall authenticate and deliver
to the Holder of such Note without service charge, a new Note or Notes, of any
authorized denomination as requested by such Holder, in the aggregate principal
amount equal to and in exchange for the untendered portion of the aggregate
principal amount of the Notes so tendered.

            Any Change of Control Offer to Purchase shall be governed by and
effected in accordance with the Offer for such Offer to Purchase.

            "Change of Control Purchase Date" has the meaning set forth in the
definition of "Change of Control Offer to Purchase."

            "Change of Control Purchase Price" has the meaning set forth in the
definition of "Change of Control Offer to Purchase."


                                       5
<PAGE>

            "Clearstream" means Clearstream, Luxembourg, societe anonyme, or its
successor in such capacity. "Code" means the Internal Revenue Code of 1986, as
amended.

            "Code" means Internal revenue Code of 1986, as amended.

            "Commission Net Capital" means, at any time, the "net capital" of
LaBranche computed in accordance with Rule 15c3-1.

            "Commission Required Net Capital" means, at any time, the minimum
amount to which Commission Net Capital must be equal pursuant to Rule 15c3-1 in
order to remain in compliance with all provisions thereof.

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

            "Company" means the party named as such in the first paragraph of
this Indenture until a successor(s) replaces such party pursuant to Article V of
this Indenture and, thereafter, means the successor.

            "Company Order" means any written request signed in the name of the
Company by an Officer of the Company.

            "Consolidated EBITDA" means, with respect to the Company, for any
period, the sum (without duplication) of:

            (a) Consolidated Net Income; and

            (b) to the extent Consolidated Net Income has been reduced thereby;

                  (i) all income taxes of the Company and the Restricted
            Subsidiaries paid or accrued in accordance with GAAP for such period
            (other than income taxes attributable to extraordinary or
            nonrecurring gains or taxes attributable to Asset Sales outside the
            ordinary course of business);

                  (ii) Consolidated Interest Expense; and

                  (iii) Consolidated Non-cash Charges, less any non-cash items
            increasing Consolidated Net Income for such period, all as
            determined on a consolidated basis for the Company and the
            Restricted Subsidiaries in accordance with GAAP.

            "Consolidated Fixed Charge Coverage Ratio" means, with respect to
the Company, the ratio of Consolidated EBITDA of the Company during the four
full fiscal quarters (the "Four Quarter Period") ending on or prior to the date
of the transaction giving rise to the need to calculate the Consolidated Fixed
Charge Coverage Ratio (the "Transaction Date") to Consolidated Fixed Charges of
the Company for the Four Quarter Period. In addition to and


                                       6
<PAGE>

without limitation of the foregoing, for purposes of this definition,
"Consolidated EBITDA" and "Consolidated Fixed Charges" shall be calculated after
giving effect on a pro forma basis for the period of such calculation to:

            (a) the Incurrence or repayment of any Indebtedness of the Company
or any of the Restricted Subsidiaries (and the application of the proceeds
thereof) giving rise to the need to make such calculation and any Incurrence or
repayment of other Indebtedness (and the application of the proceeds thereof),
other than the Incurrence or repayment of Indebtedness in the ordinary course of
business for working capital purposes pursuant to working capital facilities,
occurring during the Four Quarter Period or at any time subsequent to the last
day of the Four Quarter Period and on or prior to the Transaction Date, as if
such Incurrence or repayment, as the case may be (and the application of the
proceeds thereof), occurred on the first day of the Four Quarter Period; and

            (b) any Asset Sales, any disposition of assets excluded from the
definition of Asset Sale pursuant to (b)(iii) thereof or any Asset Acquisitions
(including, without limitation, any Asset Acquisition giving rise to the need to
make such calculation as a result of the Company or one of the Restricted
Subsidiaries (including any Person that becomes a Restricted Subsidiary as a
result of the Asset Acquisition) incurring, assuming or otherwise being liable
for Acquired Indebtedness and also including any Consolidated EBITDA
attributable to the assets which are the subject of the Asset Acquisition or
Asset Sale or other disposition during the Four Quarter Period, provided that
such Consolidated EBITDA shall be included only to the extent includible
pursuant to the definition of "Consolidated Net Income") occurring during the
Four Quarter Period or at any time subsequent to the last day of the Four
Quarter Period and on or prior to the Transaction Date as if such Asset Sale,
other disposition or Asset Acquisition (including the Incurrence, assumption or
liability for any such Acquired Indebtedness) occurred on the first day of the
Four Quarter Period. If the Company or any of the Restricted Subsidiaries
directly or indirectly guarantees Indebtedness of a third Person, the preceding
sentence shall give effect to the Incurrence of such guaranteed Indebtedness as
if the Company or any Restricted Subsidiary had directly incurred or otherwise
assumed such guaranteed Indebtedness.

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

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

                  (ii) if interest on any Indebtedness actually incurred on the
            Transaction Date may optionally be determined at an interest rate
            based upon a factor of a prime or similar rate, a eurocurrency
            interbank offered rate, or other rates, then the interest rate in
            effect on the Transaction Date will be deemed to have been in effect
            during the Four Quarter Period; and

                  (iii) notwithstanding clause (1) above, interest on
            Indebtedness determined on a fluctuating basis, to the extent such
            interest is covered by


                                       7
<PAGE>

            agreements relating to Interest Swap Obligations, shall be deemed to
            accrue at the rate per annum resulting after giving effect to the
            operation of such agreements.

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

            (a) Consolidated Interest Expense; plus

            (b) the product of:

                  (i) the amount of all dividend payments on any series of
            Preferred Stock of the Company (other than dividends paid in
            Qualified Capital Stock) paid, accrued or scheduled to be paid or
            accrued during such period times; and

                  (ii) a fraction, the numerator of which is one and the
            denominator of which is one minus the then current effective
            consolidated federal, state and local income tax rate of the
            Company, expressed as a decimal.

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

            (a) the aggregate of the interest expense of the Company and the
Restricted Subsidiaries for such period determined on a consolidated basis in
accordance with GAAP, including without limitation, whether or not constituting
interest expense in accordance with GAAP:

                  (i) any amortization of debt discount,

                  (ii) the net costs under Interest Swap Obligations,

                  (iii) all capitalized interest and

                  (iv) the interest portion of any deferred payment obligation;
            and

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

            "Consolidated Net Income" means, with respect to the Company, for
any period, the aggregate net income (or loss) of the Company and the Restricted
Subsidiaries for such period on a consolidated basis, determined in accordance
with GAAP; provided that there shall be excluded therefrom:

            (a) after-tax gains (but not losses) from Asset Sales or reserves
relating thereto;

            (b) extraordinary gains or losses;


                                       8
<PAGE>

            (c) for purposes of calculating Consolidated Net Income pursuant to
clause (C) of paragraph (a) of Section 4.7 hereof only, the net income of any
Person acquired in a "pooling of interests" transaction accrued prior to the
date it becomes a Restricted Subsidiary or is merged or consolidated with the
Company or any Restricted Subsidiary;

            (d) the net income (but not loss) of any Restricted Subsidiary to
the extent that the declaration of dividends or similar distributions by that
Restricted Subsidiary of that income is restricted by a contract, operation of
law or otherwise;

            (e) any increase (but not decrease) in net income attributable to
minority interests in Restricted Subsidiaries;

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

            (g) any restoration to income of any contingency reserve, except to
the extent that provision for such reserve was made out of Consolidated Net
Income accrued at any time following the Issue Date;

            (h) in the case of a successor to the Company by consolidation or
merger or as a transferee of the Company's assets, for purposes of calculating
Consolidated Net Income pursuant to clause (C) of paragraph (a) of Section 4.7
hereof only, any earnings of the successor corporation prior to such
consolidation, merger or transfer of assets; and

            (i) the cumulative effect of changes in accounting principles.

            "Consolidated Non-cash Charges" means, with respect to the Company,
for any period, the aggregate depreciation, amortization and other non-cash
expenses of the Company and the Restricted Subsidiaries reducing Consolidated
Net Income of the Company for such period, determined on a consolidated basis in
accordance with GAAP (excluding any such charge that requires an accrual of or a
reserve for cash charges for any future period).

            "Corporate Trust Office" means the office of the Trustee at which at
any particular time its corporate trust business shall be principally
administered, which office at the date of execution of this Indenture is:
Firstar Bank, N.A., Corporate Trust Services, 425 Walnut Street, 6th Floor ML CN
WN 06CT Cincinnati, OH 45202.

            "Credit Agreement" means the Credit Agreement between LaBranche and
The Bank of New York, dated June 26, 1998, as amended.

            "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.


                                       9
<PAGE>

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

            "Custodian" means the custodian with respect to any Global Note
appointed by the Depository, or any successor Person thereto, and shall
initially be the Trustee.

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

            "Depository" means The Depository Trust Company, its nominees and
their respective successors and assigns, or such other depositary institution
hereinafter appointed by the Company that is a clearing agency registered under
the Exchange Act.

            "Designated Senior Debt" means (1) Obligations 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" pursuant to an Officer's Certificate
delivered to the Trustee.

            "Disqualified Capital Stock" means that portion of 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 is mandatorily exchangeable for Indebtedness, or is redeemable, or
exchangeable for Indebtedness, at the sole option of the holder thereof on or
prior to the 91st day after the final maturity date of the Notes.

            "Distribution Compliance Period" means, in respect of any Regulation
S Global Note, the 40 consecutive days beginning on and including the later of
(a) the day on which any Notes represented thereby are offered to persons other
than distributors (as defined in Regulation S under the Securities Act) pursuant
to Regulation S and (b) the issue date for such Notes.

            "DTC" means The Depository Trust Company, its nominees and their
respective successors and assigns, or such other depositary institution
hereinafter appointed by the Company that is a clearing agency registered under
the Exchange Act.

            "Equity Incentive Plan" means the LaBranche & Co. Inc. Equity
Incentive Plan as in effect on the Issue Date or as amended from time to time as
approved by a majority of the disinterested members of the Board of Directors
(or a majority of the disinterested members of a committee thereof).

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

            "ERISA" means the Employee Retirement Income Security Act of 1974,
as amended.


                                       10
<PAGE>

            "Euroclear" means Morgan Guaranty Trust Company of New York,
Brussels Office, as operator of the Euroclear System, or its successor in such
capacity.

            "Excess Cash Flow" means, with respect to the Company, for any
fiscal year, forty percent (40%) of the amount by which Consolidated EBITDA
exceeds the sum of:

            (a) Consolidated Interest Expense, plus

            (b) all taxes of the Company and the Restricted Subsidiaries paid or
accrued in accordance with GAAP for such fiscal year, plus

            (c) the amount of any increases in Commission Required Net Capital,
NYSE Required Net Capital and/or NYSE Required Regulatory Capital funded by the
Company with retained earnings in such fiscal year, plus

            (d) Capital Expenditures of the Company and its Restricted
Subsidiaries in such fiscal year, plus

            (e) all cash amounts (excluding any cash generated or otherwise
derived from any debt or equity financing or refinancing transaction) paid or
committed to be paid (as evidenced by an executed definitive agreement with a
third party seller) by the Company or any of its Restricted Subsidiaries in
connection with an Asset Acquisition relating to a NYSE specialist in such
fiscal year; provided, however, that the aggregate amount of such cash amounts
shall not exceed $40 million, plus

            (f) all cash amounts (excluding any cash generated or otherwise
derived from any debt or equity financing or refinancing transaction) paid in
such fiscal year by the Company or any of its Restricted Subsidiaries in respect
of principal made on the scheduled maturity (including any mandatory redemption)
of (i) any Indebtedness existing on the Issue Date, (ii) Senior Debt or (iii)
Indebtedness the documentation for which expressly provides that (a) it is on
parity with Senior Debt or (b) senior in right of payment to the Notes, other
than cash amounts paid in respect of the $20 million Note Purchase Agreement,

and, to the extent applicable, "Excess Cash Flow" shall also include any amounts
excluded from an Excess Cash Flow Offer in previous fiscal years pursuant to
Section 4.18(d).

            "Exchange Act" means the Securities Exchange Act of 1934, as
amended, or any successor statute or statutes thereto, and the rules and
regulations of the SEC promulgated thereunder.

            "Expiration Date" has the meaning set forth in the definition of
"Change of Control Offer to Purchase."

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


                                       11
<PAGE>

Company acting reasonably and in good faith and shall be evidenced by a Board
Resolution of the Board of Directors of the Company delivered to the Trustee.

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

            "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 Accounts and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as may be approved by a significant segment of
the accounting profession of the United States, which are in effect as of the
Issue Date.

            "Global Notes" means any Note issued in fully-registered
certificated form to the Depository (or its nominee), as depositary for the
beneficial owners thereof, which shall be substantially in the form of Exhibit A
hereto, with appropriate legends as specified in Section 2.7 hereof and Exhibit
A hereto.

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

            "Incur" means, with respect to any Indebtedness or other obligation
of any Person, to create, issue, incur (including by conversion, exchange or
otherwise), assume, guarantee or otherwise become liable, contingently or
otherwise, in respect of such Indebtedness or other obligation on the balance
sheet of such Person. Indebtedness of any Acquired Person or any of its
Subsidiaries existing at the time such Acquired Person becomes a Restricted
Subsidiary (or is merged into or consolidated with the Company or any Restricted
Subsidiary), whether or not such Indebtedness was Incurred in connection with,
as a result of, or in contemplation of, such Acquired Person becoming a
Restricted Subsidiary (or being merged into or consolidated with the Company or
any Restricted Subsidiary), shall be deemed Incurred at the time any such
Acquired Person becomes a Restricted Subsidiary or merges into or consolidates
with the Company or any Restricted Subsidiary.

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

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

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

            (c) all Capitalized Lease Obligations of such Person;

            (d) all Obligations of such Person issued or assumed as the deferred
purchase price of property, all conditional sale obligations and all Obligations
under any title retention agreement (but excluding trade accounts payable and
other accrued liabilities arising in the ordinary course of business that are
not overdue by 90 days or more or are being contested in good faith by
appropriate proceedings promptly instituted and diligently conducted);


                                       12
<PAGE>

            (e) all letters of credit, banker's acceptances or similar credit
transactions (including any Obligations for reimbursement in respect thereof);

            (f) guarantees and other contingent obligations in respect of
Indebtedness of any other Person referred to in clauses (a) through (e) above
and clause (h) below;

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

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

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

Notwithstanding anything to the contrary herein, "Indebtedness" shall not
include any overnight borrowings by the Company or any Restricted Subsidiary
Incurred in connection with the lending of Investment Securities which does not
constitute indebtedness under GAAP.

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

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

            "Independent Financial Advisor" means a qualified accounting,
appraisal or investment banking firm of national standing that does not, and
whose directors, officers and employees and Affiliates do not, have a direct or
indirect financial interest in the Company.

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


                                       13
<PAGE>

            "Investment" means, with respect to any Person:

            (a) any direct or indirect advance, loan or other extension of
credit (including, without limitation, a guarantee) or capital contribution to
any other Person (by means of any transfer of cash or other property to others
or any payment for property or services for the account or use of others); or

            (b) any purchase or acquisition by such Person of any Capital Stock
(or warrants, rights or options to purchase Capital Stock) bonds, notes,
debentures or other securities or evidences of Indebtedness issued by, any other
Person.

            "Investment" shall exclude extensions of trade credit by the Company
and the Restricted Subsidiaries on commercially reasonable terms in accordance
with normal trade practices of the Company or such Restricted Subsidiary, as the
case may be. If the Company or any Restricted Subsidiary sells or otherwise
disposes of any Capital Stock of any Restricted Subsidiary (the "Referent
Subsidiary") such that, after giving effect to any such sale or disposition the
Referent Subsidiary shall cease to be a Restricted Subsidiary, the Company shall
be deemed to have made an Investment on the date of any such sale or disposition
equal to the fair market value of the Capital Stock of the Referent Subsidiary
not sold or disposed of.

            "Investment Securities" means marketable securities of a Person
(other than an Affiliate or joint venture of the Company or any Restricted
Subsidiary) acquired by the Company or any of its Restricted Subsidiaries in the
ordinary course of its specialist or related businesses.

            "Issue Date" means March 2, 2000.

            "LaBranche" means LaBranche & Co., a New York limited partnership,
or any other Wholly-Owned Subsidiary registered as a broker-dealer under the
Exchange Act which succeeds to the business of LaBranche & Co.

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

            "Liquidated Damages" means the amount of additional interest to be
paid as liquidated damages by the Company to each Holder of Notes under certain
circumstances in accordance with the terms of the Registration Rights Agreement.

            "Maturity Date" means March 2, 2007.

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

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


                                       14
<PAGE>

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

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

            (c) repayments of Indebtedness secured by the property or assets
subject to such Asset Sale that is required to be repaid in connection with such
Asset Sale; and

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

            "Notes" means any of the Company's Series A Notes and any
replacement Series A Notes and Series B Notes issued therefor in accordance with
this Indenture.

            "NYSE" means the New York Stock Exchange, Inc. or any successor
operator of the New York Stock Exchange.

            "NYSE Net Capital" means, at any time, the "net capital" of
LaBranche computed in accordance with Rule 326(a) of the NYSE (or any successor
provision).

            "NYSE Required Net Capital" means, at any time, the minimum amount
of NYSE Net Capital necessary at such time in order to permit LaBranche to
"expand its business" pursuant to Rule 326(a) of the NYSE (or any successor
provision).

            "NYSE Required Regulatory Capital" means, at any time, the minimum
net capital requirements prescribed under Rule 104 of the NYSE (or any successor
provision).

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

            "Offering" means the offering of the Notes as described in the
Offering Memorandum.

            "Offering Memorandum" means the Offering Memorandum dated February
24, 2000, pursuant to which the Series A Notes were offered.

            "Officer" means, (i) with respect to the Company, the Chairman and
the Chief Executive Officer, any Vice President, the chief financial officer,
the controller, the chief accounting officer, the treasurer or the secretary of
the Company, and (ii) with respect to any Person, the Chairman of the Board, the
Chief Executive Officer, the President, any Vice


                                       15
<PAGE>

President, the chief financial officer, the controller, the chief accounting
officer, the treasurer or secretary of such Person (or, in the case of a Person
that is a partnership or a limited liability company, a general partner or
managing member of such Person in such capacity, as the case may be), and (iii)
with respect to the Trustee, a Trust Officer.

            "Officers' Certificate" means, (i) with respect to the Company, a
certificate signed by the Chairman and the Chief Executive Officer or any Vice
President and the chief financial officer, the controller or the chief
accounting officer of the Company and (ii) with respect to any Person, a
certificate signed by the Chairman of the Board, Chief Executive Officer, or
President and the chief financial officer, the controller or the chief
accounting officer, that shall comply with applicable provisions of this
Indenture, and (iii) with respect to the Trustee, a certificate signed by a
Trust Officer. "Opinion of Counsel" means a written opinion from legal counsel,
who may be an employee of the Company, which counsel is reasonably acceptable to
the Trustee.

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

            "Permitted Holders" means:

            (a) individually or a combination of any of the following
individuals: George M.L. LaBranche, IV, James G. Gallagher, Alfred O. Hayward,
Jr., Vincent J. Flaherty or Michael J. Naughton;

            (b) a spouse of any of the Persons referred to in clause (a) or any
of his or her lineal descendants;

            (c) the trustee(s) of any trust established solely for the benefit
of Persons referred to in clause (a) or (b) above;

            (d) any organization to which contributions by any of the Persons
referred to in clause (a), (b) or (c) above are deductible for federal income,
estate or gift tax purposes or any split-interest trust described in Section
4947 of the Internal Revenue Code of 1986, as amended, provided that, in each
case, such Person is a trustee or a member of the board of directors, trustees
or other governing body or group having the ultimate authority, inter alia, to
vote, dispose or direct the voting or distribution of Capital Stock of the
Company held by such Person; and

            (e) a corporation of which a majority of the voting power of its
outstanding Capital Stock is beneficially owned by, or a partnership or limited
liability company of which a majority of the partnership or limited liability
company interests entitled to vote and participate in the management of the
partnership or limited liability company are beneficially owned by, a Person
described in clause (a), (b), (c) or (d) of this definition.

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

            (a) Indebtedness under the Series A Notes (including Series B Notes
issued therefor);


                                       16
<PAGE>

            (b) Indebtedness of the Company and the Restricted Subsidiaries
Incurred pursuant to working capital facilities (including, without limitation,
the Credit Agreement) in an amount not to exceed 70% of the market value of the
Investment Securities securing such facilities constituting equity securities
listed on the NYSE or the NASDAQ National Market System, less the amount of any
permanent prepayments or reductions of commitments in respect of any such
Indebtedness made pursuant to Section 4.8 hereof;

            (c) Indebtedness of the Company and the Restricted Subsidiaries
outstanding on the Issue Date (excluding Indebtedness under the Credit
Agreement) reduced by the amount of any scheduled amortization payments or
mandatory prepayments when actually paid or permanent reductions thereon;

            (d) Permitted Subordinated Indebtedness Incurred after the Issue
Date not to exceed $50.0 million at any one time outstanding;

            (e) Interest Swap Obligations of the Company covering Indebtedness
of the Company and Interest Swap Obligations of any Restricted Subsidiary
covering Indebtedness of such Restricted Subsidiary; provided, however, that
such Interest Swap Obligations are entered into to protect the Company and the
Restricted Subsidiaries from fluctuations in interest rates on Indebtedness
incurred in accordance with this Indenture to the extent the notional principal
amount of such Interest Swap Obligations does not exceed the principal amount of
the indebtedness to which such Interest Swap Obligations relates;

            (f) Indebtedness under Currency Agreements; provided that in the
case of Currency Agreements which relate to Indebtedness, such Currency
Agreements do not increase the Indebtedness of the Company and the Restricted
Subsidiaries outstanding other than as a result of fluctuations in foreign
currency exchange rates or by reason of fees, indemnities and compensation
payable thereunder;

            (g) Indebtedness of a Restricted Subsidiary to the Company or
another Restricted Subsidiary for so long as the Indebtedness is held by the
Company or a Restricted Subsidiary, in each case subject to no Lien held by a
Person other than the Company or a Restricted Subsidiary; provided that if as of
any date any Person other than the Company or a Restricted Subsidiary owns or
holds any such Indebtedness or holds a Lien in respect of such Indebtedness,
such Indebtedness shall be deemed to be Incurred on such date and not constitute
Permitted Indebtedness under this clause (g);

            (h) Indebtedness of the Company to a Restricted Subsidiary, provided
that:

                  (i) any Indebtedness of the Company to any Restricted
            Subsidiary is subordinate in right of payment to the Notes; and

                  (ii) if as of any date any Person other than a Restricted
            Subsidiary owns or holds any such Indebtedness or any Person holds a
            Lien in respect of such Indebtedness, such date shall be deemed the
            date of Incurrence of Indebtedness not constituting Permitted
            Indebtedness by the Company;


                                       17
<PAGE>

            (i) Indebtedness arising from the honoring by a bank or other
financial institution of a check, draft or similar installment inadvertently
(except in the case of daylight overdrafts) drawn against insufficient funds in
the ordinary course of business; provided, however, that such indebtedness is
extinguished within five Business Days of Incurrence;

            (j) Indebtedness of the Company or any of the Restricted
Subsidiaries represented by letters of credit for the account of the Company or
such Restricted Subsidiary, as the case may be, in order to provide security for
workers' compensation clams, payment obligations in connection with
self-insurance or similar requirements in the ordinary course of business;

            (k) Refinancing Indebtedness;

            (l) Purchase Money Indebtedness and Capitalized Lease Obligations
(and any Indebtedness incurred to Refinance such Purchase Money Indebtedness or
Capitalized Lease Obligations) of the Company or any Restricted Subsidiary not
to exceed $20.0 million at any one time outstanding;

            (m) additional Indebtedness of the Company or any Restricted
Subsidiary in an aggregate principal amount not to exceed $25.0 million at any
one time outstanding; and

            (n) the senior promissory notes to be issued to the stockholders of
Webco Securities, Inc. ("Webco") as part of the consideration in the acquisition
(through a merger) of Webco by the Company pursuant to the Agreement and Plan of
Merger, dated as of January 26, 2000, by and among the Company, Webco and the
stockholders of Webco.

            "Permitted Investments" means:

            (a) Investments by the Company or any Restricted Subsidiary in any
Person that is or will become immediately after such Investment a Restricted
Subsidiary or that will merge or consolidate into the Company or a Restricted
Subsidiary;

            (b) Investments in the Company by any Restricted Subsidiary;
provided that any Indebtedness evidencing such Investment is unsecured and
subordinate to the Notes;

            (c) Investments in cash and Cash Equivalents;

            (d) loans and advances to employees, officers and directors of the
Company and the Restricted Subsidiaries in the ordinary course of business for
bona fide business purposes not in excess of $5.0 million at any time
outstanding in the aggregate;

            (e) Currency Agreements and Interest Swap Obligations entered into
in the ordinary course of the Company's or a Restricted Subsidiary's businesses
and otherwise in compliance with this Indenture;

            (f) Investments in securities of trade creditors or customers
received pursuant to any plan of reorganization or similar arrangement upon the
bankruptcy or insolvency of such trade creditors or customers;


                                       18
<PAGE>

            (g) Investments made by the Company or the Restricted Subsidiaries
as a result of noncash consideration received in connection with an Asset Sale
made in compliance with Section 4.8 hereof;

            (h) Investments in Investment Securities (including borrowings or
loans of Investment Securities) in the ordinary course of business of the
Company and its Restricted Subsidiaries; or

            (i) additional Investments not to exceed $10.0 million at any one
time outstanding in the aggregate.

            "Permitted Junior Securities" means:

            (a) Equity Interests in the Company; or

            (b) 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 are subordinated to Senior
Debt under this Indenture.

            "Permitted Liens" means the following types of Liens:

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

                  (i) not delinquent; or

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

            (b) statutory Liens of landlords and Liens of carriers,
warehousemen, mechanics, suppliers, materialmen, repairmen and other Liens
imposed by law or pursuant to customary reservations or retentions of title, in
each case arising in the ordinary course of business for sums not yet delinquent
or being contested in good faith, if such reserve or other appropriate
provision, if any, as shall be required by GAAP shall have been made in respect
thereof;

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

            (d) judgment Liens not giving rise to an Event of Default so long as
such Lien is adequately bonded and any appropriate legal proceedings which may
have been duly initiated for the review of such judgment shall not have been
finally terminated or the period within which such proceedings may be initiated
shall not have expired;


                                       19
<PAGE>

            (e) easements, rights-of-way, zoning restrictions, minor defects or
irregularities in title and other similar charges or encumbrances in respect of
real property not impairing in any material respect the ordinary conduct of the
business of the Company or any Restricted Subsidiary;

            (f) any interest or title of a lessor under any Capitalized Lease
Obligation; provided that such Liens do not extend to any property or assets
which is not leased property subject to such Capitalized Lease Obligation;

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

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

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

            (j) leases or subleases in respect of real property or equipment
granted to others not interfering in any material respect with the ordinary
conduct of the business of the Company or any Restricted Subsidiary;

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

            (l) normal and customary rights of setoff upon deposits of cash in
favor of banks or other depositary institutions.

            "Permitted Subordinated Indebtedness" means Indebtedness of the
Company Incurred at a time when no Default or Event of Default has occurred and
is continuing:

            (a) which matures at least 91 days after the final maturity date for
the Notes and is not prior to that time (i) mandatorily redeemable, or (ii)
exchangeable for Indebtedness other than Permitted Subordinated Indebtedness,
pursuant to a sinking fund obligation or otherwise or upon the occurrence of any
event;

            (b) which has a Weighted Average Life greater than that of the
Notes;

            (c) which is subordinate in right of payment to the Notes with
payment blockage rights in favor of the Holders of the Notes equivalent to those
set forth in this Indenture for the Senior Debt; and

            (d) the proceeds of which are loaned by the Company to LaBranche
pursuant to clause (g) of the definition of "Permitted Indebtedness" and a
subordinated loan agreement (as


                                       20
<PAGE>

defined in Appendix D to Rule 15c3-1) for use by LaBranche for net capital
purposes and properly accounted for by LaBranche as Commission Net Capital and
NYSE Net Capital; provided that any subordination of the loan by the Company
will apply only to the extent required to permit the loan to qualify as
Commission Net Capital and NYSE Net Capital.

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

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

            "Pro Rata Share" means, with respect to a Holder, a fraction equal
to the quotient of (x) the aggregate principal amount of Notes then held by such
Holder divided by (y) the aggregate principal amount of Notes then outstanding.

            "Purchase Money Indebtedness" means Indebtedness of the Company or
any Restricted Subsidiary incurred for the purpose of financing all or any part
of the purchase price or the cost of construction or improvement of any
property, provided that the aggregate principal amount of such Indebtedness does
not exceed such purchase price or cost.

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

            "Qualified Institutional Buyer" or "QIB" shall have the meaning set
forth in Rule 144A.

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

            "Refinancing Indebtedness" means any Refinancing by the Company or
any Restricted Subsidiary of Indebtedness incurred in accordance with Section
4.6 hereof (other than Permitted Indebtedness) or clause (a) or (c) of the
definition of "Permitted Indebtedness," in each case that does not:

            (a) result in an increase in the aggregate principal amount of any
Indebtedness of such Person as of the date of such proposed Refinancing (plus
the amount of any premium reasonably necessary to Refinance such Indebtedness
and plus the amount of reasonable expenses incurred by the Company in connection
with such Refinancing); or

            (b) create Indebtedness with:

                  (i) a Weighted Average Life to Maturity that is less than the
            Weighted Average Life to Maturity of the Indebtedness being
            Refinanced, or


                                       21
<PAGE>

                  (ii) a final maturity earlier than the final maturity of the
            Indebtedness being Refinanced; provided that if such Indebtedness
            being Refinanced is Indebtedness of the Company, then such
            Refinancing Indebtedness shall be Indebtedness solely of the
            Company.

            "Registered Exchange Offer" means an exchange offer by the Company
registered under the Securities Act pursuant to which Series A Notes originally
issued pursuant to an exemption from registration under the Securities Act are
exchanged for Series B Notes of like principal amount not bearing the private
placement legend.

            "Registration Rights Agreement" means the Registration Rights
Agreement, dated the Issue Date by and among the Company and Donaldson, Lufkin &
Jenrette Securities Corporation, Salomon Smith Barney Inc. and ABN AMRO
Incorporated, as the initial purchasers.

            "Registration Statement" means an effective shelf registration
statement under the Securities Act that registers the resale by Holders (or
beneficial owners) of Series A Notes (or beneficial interests therein)
originally issued pursuant to an exemption from registration under the
Securities Act.

            "Regulation S" means Regulation S under the Securities Act (or any
successor regulation thereto), as it may be amended from time to time.

            "Replacement Assets" means assets and property that will be used in
the business of the Company and/or its Restricted Subsidiaries (including
Capital Stock of a Person that becomes a Wholly Owned Restricted Subsidiary).

            "Representative" means any trustee, agent or representative (if any)
for an issue of Senior Indebtedness of the Company.

            "Resale Restriction Termination Date" means, for any Restricted Note
(or beneficial interest therein), two years (or such other period specified in
Rule 144(k)) from the Issue Date.

            "Restricted Note" means any Note (or beneficial interest therein)
other than the Regulation S Global Note or any Exchange Note, until such time
as:

            (a) such Note (or beneficial interest therein) has been transferred
pursuant to a Registration Statement;

            (b) the Resale Restriction Termination Date therefor has passed; or

            (c) the Private Placement Legend therefor has otherwise been removed
pursuant to Section 2.8(c) or, in the case of a beneficial interest in a Global
Note, such beneficial interest has been exchanged for an interest in a Global
Note not bearing a Private Placement Legend.


                                       22
<PAGE>

            "Restricted Subsidiary" means any Subsidiary of the Company that has
not been designated by the Board of Directors of the Company, by a Board
Resolution delivered to the Trustee, as an Unrestricted Subsidiary pursuant to
and in compliance with Section 4.13 hereof. Any such Designation may be revoked
by a Board Resolution of the Company delivered to the Trustee, subject to the
provisions of such covenant.

            "Rule 15c3-1" means Rule 15c3-1 under the Exchange Act (or any
successor provision).

            "Rule 144" means Rule 144 under the Securities Act (or any successor
rule).

            "Rule 144A" means Rule 144A under the Securities Act (or any
successor rule).

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

            "SEC" means the Securities and Exchange Commission, as from time to
time constituted, or if at any time after the execution of this Indenture such
Commission is not existing and performing the applicable duties now assigned to
it, then the body or bodies performing such duties at such time.

            "Securities Act" means the Securities Act of 1933, as amended, or
any successor statute or statues thereto, and the rules and regulations of the
SEC promulgated thereunder.

            "Senior Debt" means:

            (a) all Indebtedness outstanding under Credit Facilities and all
Interest Swap Obligations with respect thereto;

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

            (c) all Obligations with respect to the items listed in the
preceding clauses (a) and (b).

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

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

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


                                       23
<PAGE>

            (3) any trade payables;

            (4) any Indebtedness that is incurred in violation of this
Indenture;

            (5) Disqualified Capital Stock; or

            (6) any Indebtedness that, when Incurred and without respect to any
election under Section 1111(b) of Title 11, United States Code, is without
recourse to the Company.

            "Senior Note Indenture" means the indenture between the Company and
Firstar Bank, N.A., as Trustee, dated as of August 24, 1999, relating to the 9
1/2% Senior Notes due 2004, as amended or supplemented.

            "Series A Notes" means any of the Company's 12% Senior Subordinated
Notes due 2007 originally issued on the Issue Date, and any replacement Notes.

            "Series B Notes" means Notes issued in a Registered Exchange Offer
in exchange for a like principal amount of the Series A Notes originally issued
pursuant to an exemption from registration under the Securities Act, and
replacement Notes issued therefor in accordance with this Indenture.

            "SIPA" means the Securities Investor Protection Act of 1970, as
amended, or any successor statute or statutes thereto, and the rules and
regulations of promulgated thereunder.

            "SIPC" means the Securities Investor Protection Corporation and any
successor organization discharging the responsibilities of the Securities
Investor Protection Corporation.

            "Significant Subsidiary" means, with respect to any Person, any
Restricted Subsidiary of such Person that satisfies the criteria for a
"significant subsidiary" set forth in Rule 1.02(w) of Regulation S-X under the
Securities Act as in effect on the Issue Date, except that all references to 10%
in Section 1.02(w) shall be changed to 5%.

            "S &P" means Standard & Poor's Ratings Group and its successors.

            "Stated Maturity" means, with respect to any security, the date
specified in such security as the fixed date on which the final payment of
principal of such security is due and payable, including pursuant to any
mandatory redemption provision (but excluding any provision providing for the
repurchase of such security at the option of the holder thereof upon the
happening of any contingency unless such contingency has occurred).

            "Subsidiary" with respect to any Person, means:

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

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


                                       24
<PAGE>

            "TIA" or "Trust Indenture Act" means the Trust Indenture Act of 1939
(15 U.S. Code (S)(S) 77aaa-77bbbb) as in effect on the date of this Indenture
(except as provided in Section 8.3 hereof).

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

            "Trust Officer" when used with respect to the Trustee, means any
officer or assistant officer of the Trustee assigned to the corporate trust
administration department or similar department performing corporate trust work
of the Trustee or any successor to such department or, in the case of a
successor Trustee, any officer of such successor Trustee performing corporate
trust functions similar to those performed by any of the above designated
officers and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of his or her
knowledge of and familiarity with the particular subject.

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

            "Unrestricted Subsidiary" means any Subsidiary of the Company
designated as such pursuant to and in compliance with Section 4.13 hereof. Any
such designation may be revoked by a Board Resolution of the Company delivered
to the Trustee, subject to the provisions of Section 4.13 hereof.

            "U.S. Government Obligations" means (i) securities that are direct
obligations of the United States of America for the payment of which its full
faith and credit are pledged or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America, the payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America, which, in either case, are
not callable or redeemable at the option of the Company thereof, and shall also
include a depository receipt issued by a bank (as defined in Section 3(a)(2) of
the Securities Act) as custodian with respect to any such U.S. Government
Obligation or a specific payment of principal of or interest on any such U.S.
Government Obligation held by such custodian for the account of the holder of
such depository receipt; provided that (except as required by law) such
custodian is not authorized to make any deduction from the amount payable to the
holder of such depository receipt from any amount received by the custodian in
respect of the U.S. Government Obligation or a specific payment of principal or
interest on any such U.S. Government Obligation held by such custodian for the
account of the holder of such depository receipt.

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

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

            (b)   the sum of the total of the products obtained by multiplying:


                                       25
<PAGE>

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

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

            "Wholly Owned Restricted Subsidiary" of the Company means any
Restricted Subsidiary of which all the outstanding voting securities (other than
in the case of a Subsidiary not organized under the laws of a State of the
United States, directors' qualifying shares or an immaterial amount of shares
required to be owned by other Persons pursuant to applicable law) are owned by
the Company or any Wholly Owned Restricted Subsidiary.

            Section 1.2. Other Definitions.

            The definitions of the following terms may be found in the Sections
indicated as follows:

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

"Affiliate Transaction" ....................................         4.12
"Agent Members" ............................................          2.6
"Authenticating Agent" .....................................          2.2
"Business Day" .............................................         10.8
"Company Order" ............................................          2.2
"Covenant Defeasance" ......................................          9.3
"Defaulted Interest" .......................................    Exhibit A
"Designation" ..............................................         4.13
"Designation Amount" .......................................         4.13
"Excess Cash Flow Offer" ...................................         4.18
"Excess Cash Flow Payment Date" ............................         4.18
"Excess Cash Flow Purchase Price" ..........................         4.18
"Event of Default" .........................................          6.1
"Legal Defeasance" .........................................          9.2
"Net Proceeds Offer" .......................................          4.8
"Net Proceeds Offer Amount" ................................          4.8
"Net Proceeds Offer Payment Date" ..........................          4.8
"Net Proceeds Offer Trigger Date" ..........................          4.8
"Non-U.S. Beneficial Ownership Certification" ..............          2.1
"Non-U.S. Person" ..........................................          2.8
"Note Purchase Agreements" .................................         4.18
"Paying Agent" .............................................          2.3
"Payment Blockage Notice" ..................................          3.3
"pay the Notes" ............................................          3.3
"Private Placement Legend" .................................          2.7
"Reference Date" ...........................................          4.7
"Registrar" ................................................          2.3


                                       26
<PAGE>

"Regulation S Global Note" .................................          2.1
"Required Filing Dates" ....................................          4.2
"Restricted Payment" .......................................          4.7
"Revocation" ...............................................         4.13
"Rule 144A Global Note" ....................................          2.1
"Special Record Date" ......................................         2.12
"Surviving Entity" .........................................          5.1
"$15 million Note Purchase Agreement" ......................         4.18
"$20 million Note Purchase Agreement" ......................         4.18

            Section 1.3. Incorporation by Reference of Trust Indenture Act.

            Whenever this Indenture refers to a provision of the TIA, the
portion of such provision required to be incorporated herein in order for this
Indenture to be qualified under the TIA 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 securityholder" means a Holder.

            "indenture to be qualified" means this Indenture.

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

            "obligor on the Indenture securities" means the Company or any other
obligor on the Notes.

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

            Section 1.4. Rules of Construction.

            Unless the context otherwise requires:

            (a) a term has the meaning assigned to it herein, whether defined
expressly or by reference;

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

            (c) words used herein implying any gender shall apply to every
gender;

            (d) "herein," "hereof" and other words of similar import refer to
this Indenture as a whole and not to any particular Article, Section or
Subdivision, unless expressly stated otherwise; and


                                       27
<PAGE>

            (e) the term "interest" shall include all additional interest as
provided in the Registration Rights Agreement for purposes of this Indenture and
the Notes.

                                   ARTICLE II.

                                    THE NOTES

            Section 2.1. Form and Dating.

            (a) The Series A Notes are being originally offered and sold by the
Company pursuant to a purchase agreement, dated February 24, 2000 among the
Company, Donaldson, Lufkin & Jenrette Securities Corporation, Salomon Smith
Barney Inc. and ABN AMRO Incorporated. The Company may issue up to $250,000,000
aggregate principal amount of the Notes as provided in this Indenture. The Notes
will be issued in fully-registered form without coupons, and only in
denominations of $1,000 and any integral multiple thereof. The Notes and the
Trustee's certificate of authentication shall be substantially in the form of
Exhibit A hereto.

            (b) The terms and provisions of the Notes, the form of which is in
Exhibit A hereto, shall constitute, and are hereby expressly made, a part of
this Indenture, and, to the extent applicable, the Company and the Trustee, by
their execution and delivery of this Indenture, expressly agree to such terms
and provisions and to be bound thereby. Except as otherwise expressly permitted
in this Indenture, all Notes shall be identical in all respects. Notwithstanding
any differences among them, all Notes issued under this Indenture shall vote and
consent together on all matters as one class.

            (c) The Notes may have notations, legends or endorsements as
specified in Section 2.7 or as otherwise required by law, stock exchange rule or
the Depository rule or usage. The Company and the Trustee shall approve the form
of the Notes and any notation, legend or endorsement on them. Each Note shall be
dated the date of its authentication.

            (d) Series A Notes originally offered and sold to QIBs in reliance
on Rule 144A will be issued on the issue date therefor in the form of a
permanent Global Note ("Rule 144A Global Notes").

            (e) Series A Notes originally offered and sold outside the United
States of America will be issued in the form of a permanent Global Note (the
"Regulation S Global Notes").

            Section 2.2. Execution and Authentication.

            (a) The Chairman, Chief Executive Officer and President and the
chief financial officer shall 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 the Trustee authenticates the Note, the Note shall be
valid nevertheless.

            (b) A Note shall not be valid until an authorized signatory of the
Trustee manually authenticates the Note. The signature of the Trustee on a Note
shall be conclusive evidence that such Note has been duly and validly
authenticated and issued under this Indenture.


                                       28
<PAGE>

            (c) At any time and from time to time after the execution and
delivery of this Indenture, the Trustee shall authenticate and make available
for delivery Notes, upon a written order of the Company signed by two Officers
or by an Officer and either an Assistant Treasurer or an Assistant Secretary of
the Company (the "Company Order"). A Company Order shall specify the amount of
the Notes to be authenticated and the date on which the original issue of Notes
is to be authenticated. The aggregate principal amount of Notes that may be
authenticated and delivered under this Indenture is limited to $250,000,000.00.
The Trustee or an Authenticating Agent shall upon receipt of a Company Order
authenticate for original issue Series A Notes in the aggregate principal amount
of $250,000,000 plus any Series B Notes that may be issued pursuant to the
Registration Rights Agreement; provided that the Trustee shall receive an
Officers' Certificate and an Opinion of Counsel of the Company in connection
with such authentication of Notes. The Opinion of Counsel shall be to the effect
that:

                  (i) the form and terms of such Notes have been established by
            or pursuant to a Board Resolution or, if applicable, an indenture
            supplemental hereto in conformity with the provisions of this
            Indenture;

                  (ii) such supplemental indenture, if any, when executed and
            delivered by the Company and the Trustee, will constitute a valid
            and binding obligation of the Company;

                  (iii) such Notes, when authenticated and delivered by the
            Trustee and issued by the Company in the manner and subject to any
            conditions specified in such Opinion of Counsel, will constitute
            valid and binding obligations of the Company in accordance with
            their terms and will be entitled to the benefits of this Indenture,
            subject to bankruptcy, insolvency, fraudulent transfer,
            reorganization, moratorium and similar laws of general applicability
            relating to or affecting creditors' rights and to general equitable
            principles; and

                  (iv) that the Company has been duly incorporated in, and is a
            validly existing corporation in good standing under the laws of, the
            State of Delaware.

            (d) The Trustee may appoint an agent (the "Authenticating Agent")
reasonably acceptable to the Company to authenticate the Notes. Unless limited
by the terms of such appointment, any such Authenticating Agent may authenticate
Notes whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by the Authenticating
Agent.

            (e) In event that the Company:

                  (i) shall be consolidated with or merged into any other
            Person, or

                  (ii) shall convey, transfer, lease or otherwise dispose of its
            properties and assets substantially as an entirety to any Person,

and the Surviving Entity resulting from such consolidation, or surviving such
merger, or which shall have received a conveyance, transfer, lease or other
disposition as aforesaid, shall have executed an indenture supplemental hereto
with the Trustee pursuant to Article V; then any of


                                       29
<PAGE>

the Notes authenticated or delivered prior to such transaction may, from time to
time, at the request of the Surviving Entity, be exchanged for other Notes
executed in the name of the Surviving Entity with such changes in phraseology
and form as may be appropriate, but otherwise identical to the Notes surrendered
for such exchange and of like principal amount; and the Trustee, upon Company
Order of the Surviving Entity, shall authenticate and deliver Notes as specified
in such order for the purpose of such exchange. If Notes shall at any time be
authenticated and delivered in any new name of a Surviving Entity pursuant to
this Section 2.2 in exchange or substitution for or upon registration of
transfer of any Notes, such Surviving Entity, at the option of the Holders but
without expense to them, shall provide for the exchange of all Notes at the time
outstanding for Notes authenticated and delivered in such new name.

            Section 2.3. Registrar and Paying Agent.

            (a) The Company shall maintain an office or agency in the Borough of
Manhattan, City of New York, where Notes may be presented for registration of
transfer or for exchange (the "Registrar"), where Notes may be presented for
payment (the "Paying Agent") and for the service of notices and demands to or
upon the Company in respect of the Notes and this Indenture. The Registrar shall
keep a register of the Notes and of their transfer and exchange. The Company may
have one or more co-Registrars and one or more additional paying agents. The
term "Paying Agent" includes any additional paying agent.

            (b) The Company shall enter into an appropriate agency agreement
with any Registrar, Paying Agent or co-Registrar not a party to this Indenture,
which shall incorporate the terms of the TIA. The agreement shall implement the
provisions of this Indenture that relate to such agent. The Company shall notify
the Trustee of the name and address of each such agent. If the Company fails to
maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be
entitled to appropriate compensation therefor pursuant to Section 7.7 hereof.
The Company may act as Paying Agent, Registrar, co-Registrar or transfer agent.

            (c) The Company initially appoints the Trustee at its principal
Corporate Trust Office as Registrar, Paying Agent and agent for service of
demands and notices in connection with the Notes and this Indenture, until such
time as the Trustee has resigned or a successor Trustee has been appointed.

            Section 2.4. Paying Agent to Hold Money in Trust.

            The Company shall require each Paying Agent (other than the Trustee)
to agree in writing that such Paying Agent shall hold in trust for the benefit
of Holders or the Trustee all money held by such Paying Agent for the payment of
principal of or interest on the Notes and shall notify the Trustee in writing of
any default by the Company in making any such payment. If the Company acts as
Paying Agent, it shall segregate the money held by it as Paying Agent and hold
it as a separate trust fund. The Company at any time may require a Paying Agent
(other than the Trustee) to pay all money held by it to the Trustee and to
account for any funds disbursed by such Paying Agent. Upon complying with this
Section 2.4, the Paying Agent (if other than the Company) shall have no further
liability for the money delivered to the Trustee. Upon any proceeding under any
Bankruptcy Law with respect to the Company or any Affiliate


                                       30
<PAGE>

of the Company, if the Company is then acting as Paying Agent, the Trustee shall
replace the Company as Paying Agent.

            Section 2.5. Holder Lists.

            The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
Holders. If the Trustee is not the Registrar, or to the extent otherwise
required under the TIA, the Company shall furnish to the Trustee, in writing 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
Holders.

            Section 2.6. Global Note Provisions.

            (a) Each Global Note initially shall: (i) be registered in the name
of the Depository or the nominee of the Depository, (ii) be delivered to the
Custodian, and (iii) bear the appropriate legend, as set forth in Section 2.7
and Exhibit A hereto. Any Global Note may be represented by more than one
certificate. The aggregate principal amount of each Global Note may from time to
time be increased or decreased by adjustments made on the records of the
Custodian, as provided in this Indenture.

            (b) Members of, or participants in, the Depository ("Agent Members")
shall have no rights under this Indenture with respect to any Global Note held
on their behalf by the Depository or by the Custodian under such Global Note,
and the Depository may be treated by the Company, the Trustee, the Paying Agent
and the Registrar and any of their agents as the absolute owner of such Global
Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein
shall prevent the Company, the Trustee, the Paying Agent or the Registrar or any
of their agents from giving effect to any written certification, proxy or other
authorization furnished by the Depository or impair, as between the Depository
and its Agent Members, the operation of customary practices of the Depository
governing the exercise of the rights of an owner of a beneficial interest in any
Global Note. The registered Holder of a Global Note may grant proxies and
otherwise authorize any person, including Agent Members and persons that may
hold interests through Agent Members, to take any action that a Holder is
entitled to take under this Indenture or the Notes.

            (c) Except as provided in Section 2.8 and below, owners of
beneficial interests in Global Notes will not be entitled to receive
Certificated Notes. Certificated Notes shall be issued to all owners of
beneficial interests in a Global Note in exchange for such interests if:

                  (i) the Depository notifies the Company that it is unwilling
            or unable to continue as depositary for such Global Note or the
            Depository ceases to be a clearing agency registered under the
            Exchange Act, at a time when the Depository is required to be so
            registered in order to act as depositary, and in each case a
            successor depositary is not appointed by the Company within 90 days
            of such notice, or


                                       31
<PAGE>

                  (ii) the Company executes and delivers to the Trustee and
            Registrar an Officers' Certificate stating that such Global Note
            shall be so exchangeable.

In connection with the exchange of an entire Global Note for Certificated Notes
pursuant to this subsection (c), such Global Note shall be deemed to be
surrendered to the Trustee for cancellation, and the Company shall execute, and
upon Company Order the Trustee shall authenticate and deliver, to each
beneficial owner identified by the Depository in exchange for its beneficial
interest in such Global Note, an equal aggregate principal amount of
Certificated Notes of authorized denominations.

            (d) In connection with the exchange of a portion of a Certificated
Note for a beneficial interest in a Global Note, the Trustee shall cancel such
Certificated Note, and the Company shall execute, and upon Company Order the
Trustee shall authenticate and deliver, to the exchanging Holder a new
Certificated Note representing the principal amount not so exchanged.

            Section 2.7 Legends.

            (a) Each Global Note shall bear the legend specified therefor in
Exhibit A on the face thereof.

            (b) Each Restricted Note shall bear the private placement legend
specified therefor in Exhibit A on the face thereof (the "Private Placement
Legend").

            Section 2.8 Transfers and Exchanges.

            (a) The following provisions shall apply with respect to any
proposed transfer of an interest in a Rule 144A Global Note that is a Restricted
Note:

            (i) If (1) the owner of a beneficial interest in a Rule 144A Global
      Note wishes to transfer such interest (or portion thereof) to a Non-U.S.
      Person pursuant to Regulation S and (2) such Non-U.S. Person wishes to
      hold its interest in the Notes through a beneficial interest in the
      Regulation S Global Note, (x) upon receipt by the Custodian and Registrar
      of:

                  (A) instructions from the Holder of the Rule 144A Global Note
                  directing the Custodian and Registrar to credit or cause to be
                  credited a beneficial interest in the Regulation S Global Note
                  equal to the principal amount of the beneficial interest in
                  the Rule 144A Global Note to be transferred, and

                  (B) a certificate in the form of Exhibit D from the
                  transferor,

      and (y) subject to the rules and procedures of DTC, the Custodian and
      Registrar shall increase the Regulation S Global Note and decrease the
      Rule 144A Global Note by such amount in accordance with the foregoing.

            (b) Other Transfers. Any transfer of Restricted Notes not described
above (other than a transfer of a beneficial interest in a Global Note that does
not involve an exchange of such


                                       32
<PAGE>

interest for a Certificated Note or a beneficial interest in another Global
Note, which must be effected in accordance with applicable law and the rules and
procedures of DTC, but is not subject to any procedure required by this
Indenture) shall be made only upon receipt by the Registrar of such opinions of
counsel, certificates and/or other information reasonably required by and
satisfactory to it in order to ensure compliance with the Securities Act or in
accordance with Section 2.8(c).

            (c) Use and Removal of Private Placement Legends. Upon the transfer,
exchange or replacement of Certificated Notes (or beneficial interests in a
Global Note) not bearing a Private Placement Legend, the Registrar (and the
Custodian, in the case of beneficial interests in a Global Note) shall exchange
such Notes (or beneficial interests) for Certificated Notes (or beneficial
interests in a Global Note) that do not bear a Private Placement Legend. Upon
the transfer, exchange or replacement of Certificated Notes (or beneficial
interests in a Global Note) bearing a Private Placement Legend, the Registrar
(and the Custodian, in the case of beneficial interests in a Global Note) shall
deliver only Certificated Notes (or beneficial interests in a Global Note) that
bear a Private Placement Legend unless:

                  (i) such Notes (or beneficial interests) are exchanged in a
            Registered Exchange Offer;

                  (ii) such Notes (or beneficial interests) are transferred
            pursuant to a Registration Statement;

                  (iii) such Notes (or beneficial interests) are transferred
            pursuant to Rule 144 upon delivery to the Registrar of a certificate
            of the transferor in the form of Exhibit E hereto, and an Opinion of
            Counsel reasonably satisfactory to the Registrar;

                  (iv) such Notes (or beneficial interests) are transferred,
            replaced or exchanged after the Resale Restriction Termination Date
            therefor; or

                  (v) in connection with such transfer, exchange or replacement
            the Registrar shall have received an Opinion of Counsel and other
            evidence reasonably satisfactory to it to the effect that neither
            such Private Placement Legend nor the related restrictions on
            transfer are required in order to maintain compliance with the
            provisions of the Securities Act.

The Private Placement Legend on any Note shall be removed at the request of the
Holder on or after the Resale Restriction Termination Date therefor. The Holder
of a Global Note may exchange an interest therein for an equivalent interest in
a Global Note not bearing a Private Placement Legend upon transfer of such
interest pursuant to any clauses (i)-(v) above. The Company shall deliver to the
Trustee an Officers' Certificate promptly upon effectiveness, withdrawal or
suspension of any Registration Statement.

            (d) Consolidation of Global Notes and Exchange of Certificated Notes
for Beneficial Interest in Global Notes. If a Global Note not bearing a Private
Placement Legend (other than a Regulation S Global Note) is outstanding at the
time of a Registered Exchange


                                       33
<PAGE>

Offer, any interests in a Global Note exchanged in such Registered Exchange
Offer shall be exchanged for interests in such outstanding Global Note.

            (e) Retention of Documents. The Registrar shall retain copies of all
letters, notices and other written communications received pursuant to this
Article II. The Company shall have the right to inspect and make copies of all
such letters, notices or other written communications at any reasonable time
upon the giving of reasonable written notice to the Registrar.

            (f) Execution, Authentication of Notes, etc.

                  (i) Subject to the other provisions of this Section 2.8, when
            Notes are presented to the Registrar or a co-Registrar with a
            request to register the transfer of such Notes or to exchange such
            Notes for an equal principal amount of Notes of other authorized
            denominations, the Registrar or co-Registrar shall register the
            transfer or make the exchange as requested if its requirements for
            such transaction are met; provided that any Notes presented or
            surrendered for registration of transfer or exchange shall be duly
            endorsed or accompanied by a written instrument of transfer in form
            satisfactory to the Registrar or co-Registrar, duly executed by the
            Holder thereof or his attorney duly authorized in writing. To permit
            registrations of transfers and exchanges and subject to the other
            terms and conditions of this Article II, the Company will execute
            and upon Company Order the Trustee will authenticate Certificated
            Notes and Global Notes at the Registrar's or co-Registrar's request.
            In accordance with the Registration Rights Agreement, the Company
            will execute and upon Company Order the Trustee will authenticate
            Series B Notes in exchange for Notes.

                  (ii) No service charge shall be made to a Holder for any
            registration of transfer or exchange, but the Company may require
            payment of a sum sufficient to cover any transfer tax, assessments,
            or similar governmental charge payable in connection therewith
            (other than any such transfer taxes, assessments or similar
            governmental charges payable upon exchange or transfer pursuant to a
            Registered Exchange Offer, or Section 4.8, Section 4.14, Section 5.1
            or Section 9.5).

                  (iii) The Registrar or co-Registrar shall not be required to
            register the transfer of or exchange of any Note for a period
            beginning: (A) 15 days before the mailing of a notice of an offer to
            repurchase or redeem Notes and ending at the close of business on
            the day of such mailing or (B) 15 days before an Interest Payment
            Date and ending on such Interest Payment Date.

                  (iv) Prior to the due presentation for registration of
            transfer of any Note, the Company, the Trustee, the Paying Agent,
            the Registrar or any co-Registrar may deem and treat the person in
            whose name a Note is registered as the absolute owner of such Note
            for the purpose of receiving payment of principal of and interest on
            such Note and for all other purposes whatsoever, whether or not such
            Note is overdue, and none of the Company, the Trustee, the Paying
            Agent, the Registrar or any co-Registrar shall be affected by notice
            to the contrary.


                                       34
<PAGE>

                  (v) All Notes issued upon any transfer or exchange pursuant to
            the terms of this Indenture shall evidence the same debt and shall
            be entitled to the same benefits under this Indenture as the Notes
            surrendered upon such transfer or exchange.

            (g) No Obligation of the Trustee.

                  (i) The Trustee shall have no responsibility or obligation to
            any beneficial owner of interest in a Global Note, a member of, or a
            participant in, the Depository or other Person with respect to the
            accuracy of the records of the Depository or its nominee or of any
            participant or member thereof, with respect to any ownership
            interest in the Notes or with respect to the delivery to any
            participant, member, beneficial owner or other Person (other than
            the Depository) of any notice or the payment of any amount or
            delivery of any Notes (or other security or property) under or with
            respect to such Notes. All notices and communications to be given to
            the Holders and all payments to be made to Holders in respect of the
            Notes shall be given or made only to or upon the order of the
            registered Holders (which shall be the Depository or its nominee in
            the case of a Global Note). The Trustee may rely and shall be fully
            protected in relying upon information furnished by the Depository
            with respect to its members, participants and any beneficial owners.

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

            Section 2.9. Mutilated, Destroyed, Lost or Stolen Notes.

            (a) If a mutilated Note is surrendered to the Registrar or if the
Holder of a Note claims that the Note has been lost, destroyed or stolen, the
Company shall execute and upon Company Order the Trustee shall authenticate a
replacement Note if the requirements of Section 8-405 of the Uniform Commercial
Code are met and the Holder satisfies any other reasonable requirements of the
Trustee. If required by the Trustee or the Company, such Holder shall furnish an
affidavit of loss and indemnity bond sufficient in the judgment of the Company
and the Trustee to protect the Company, the Trustee, the Paying Agent, the
Registrar and any co-Registrar from any loss that any of them may suffer if a
Note is replaced, and, in the absence of notice to the Company or the Trustee
that such Note has been acquired by a bona fide purchaser, the Company shall
execute and upon Company Order the Trustee shall authenticate and make available
for delivery, in exchange for any such mutilated Note or in lieu of any such
destroyed, lost or stolen Note, a new Note of like tenor and principal amount,
bearing a number not contemporaneously outstanding.


                                       35
<PAGE>

            (b) Upon the issuance of any new Note under this Section 2.9, the
Company may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) in connection
therewith.

            (c) Every new Note issued pursuant to this Section in exchange for
any mutilated Note, or in lieu of any destroyed, lost or stolen Note, shall
constitute an original additional contractual obligation of the Company and any
other obligor upon the Notes, whether or not the mutilated, destroyed, lost or
stolen Note shall be at any time enforceable by anyone, and shall be entitled to
all benefits of this Indenture equally and proportionately with any and all
other Notes duly issued hereunder.

            Section 2.10. Temporary Notes.

            Until definitive Notes are ready for delivery, the Company may
execute and upon Company Order the Trustee will authenticate temporary Notes.
Temporary Notes will be substantially in the form of definitive Notes but may
have variations that the Company consider appropriate for temporary Notes.
Without unreasonable delay, the Company will prepare and execute and upon
Company Order the Trustee will authenticate definitive Notes. After the
preparation of definitive Notes, the temporary Notes will be exchangeable for
definitive Notes representing an equal principal amount upon surrender of the
temporary Notes at any office or agency maintained by the Company for that
purpose and such exchange shall be without charge to the Holder. Until so
exchanged, the Holder of temporary Notes shall in all respects be entitled to
the same benefits under this Indenture as a Holder of definitive Notes.

            Section 2.11. Cancellation.

            The Company at any time may deliver Notes to the Trustee for
cancellation. The Registrar and the Paying Agent shall forward to the Trustee
any Notes surrendered to them for registration of transfer, exchange or payment.
The Trustee and no one else shall cancel and return to the Company all Notes
surrendered for registration of transfer, exchange or payment. The Company may
not issue new Notes to replace Notes that have been paid or delivered to the
Trustee for cancellation for any reason other than in connection with a transfer
or exchange.

            Section 2.12. Defaulted Interest.

            When any installment of interest becomes Defaulted Interest (as
defined in the form of Note), such installment shall forthwith cease to be
payable to the Holders in whose names the Notes were registered on the record
date applicable to such installment of interest. Defaulted Interest, and any
interest payable on such Defaulted Interest, may be paid by the Company, at its
election, as provided in clause (i) or (ii) below.

                  (i) The Company may elect to make payment of any Defaulted
            Interest, and any interest payable on such Defaulted Interest, to
            the Holders in whose names the Notes are registered at the close of
            business on a special record date for the payment of such Defaulted
            Interest (a "Special Record Date"), which shall be fixed in the
            following manner. The Company shall notify the Trustee in writing of
            the amount of Defaulted Interest proposed to be paid on the Notes
            and


                                       36
<PAGE>

            the date of the proposed payment, and at the same time the Company
            shall deposit with the Trustee an amount of money equal to the
            aggregate amount proposed to be paid in respect of such Defaulted
            Interest or shall make arrangements satisfactory to the Trustee for
            such deposit prior to the date of the proposed payment, such money
            when deposited to be held in trust for the benefit of the Holders
            entitled to such Defaulted Interest as provided in this clause (i).
            Thereupon the Trustee shall fix a Special Record Date for the
            payment of such Defaulted Interest, which shall be not more than 15
            calendar days and not less than ten calendar days prior to the date
            of the proposed payment and not less than ten calendar days after
            the receipt by the Trustee of the notice of the proposed payment.
            The Trustee shall promptly notify the Company of such Special Record
            Date and, in the name and at the expense of the Company, shall cause
            notice of the proposed payment of such Defaulted Interest and the
            Special Record Date therefor to be sent, first-class mail, postage
            prepaid, to each Holder at such Holder's address as it appears in
            the registration books of the Registrar, not less than ten calendar
            days prior to such Special Record Date. Notice of the proposed
            payment of such Defaulted Interest and the Special Record Date
            therefor having been mailed as aforesaid, such Defaulted Interest
            shall be paid to the Holders in whose names the Notes are registered
            at the close of business on such Special Record Date and shall no
            longer be payable pursuant to the following clause (ii); or

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

            Section 2.13. Additional Amounts Under Registration Rights
Agreements.

            Under certain circumstances, the Company may be obligated to pay
additional interest to Holders, all as and to the extent set forth in the
Registration Rights Agreement. The terms thereof are hereby incorporated herein
by reference and such additional interest is deemed to be interest for purposes
of this Indenture.

                                  ARTICLE III.

                           SUBORDINATION OF THE NOTES

            Section 3.1. 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 III, to the prior payment
in full in cash of all Senior Debt of the Company whether outstanding on the
Issue Date or thereafter incurred and that the subordination


                                       37
<PAGE>

is for the benefit of and enforceable by the holders of such Senior Debt. Only
Senior Debt of the Company shall rank senior to the Notes in accordance with the
provisions set forth herein. The Notes shall in all respects rank pari passu
with, or be senior to, all other Indebtedness of the Company. All provisions of
this Article III shall be subject to Section 3.12.

            Section 3.2. Liquidation, Dissolution, Bankruptcy.

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

                        (1) holders of Senior Debt of the Company shall be
      entitled to receive payment in full in cash of all Obligations due in
      respect thereof (including interest after the commencement of any
      bankruptcy proceeding at the rate specified in the applicable Senior Debt,
      whether or not allowed as a claim in such proceeding) before Holders shall
      be entitled to receive any payment of principal or interest on the Notes;
      and

                        (2) until such Senior Indebtedness is paid in full, any
      distribution to which Holders would be entitled but for this Article III
      shall be made to holders of such Senior Debt as their interests may
      appear;

except that Holders may receive (a) Permitted Junior Securities and (b) payments
and other distributions made from any defeasance trust created pursuant to
Article IX.

            Section 3.3. Default on Designated Senior Debt of the Company.

            The Company may not pay the principal of or interest on the Notes or
make any deposit pursuant to Article IX and may not repurchase, redeem or
otherwise retire any Notes (collectively, "pay the Notes"), other than payments
and other distributions in the form of Permitted Junior Securities or from any
defeasance trust created pursuant to Article IX if:

                  (i) a payment default on Designated Senior Debt of the Company
            occurs and is continuing beyond any applicable grace period; or

                  (ii) any other default occurs and is continuing on Designated
            Senior Debt of the Company that permits the holders thereof to
            accelerate its maturity and the Trustee receives a notice of that
            default (a "Payment Blockage Notice") from the Company or the
            holders of such Designated Senior Debt.

Payments on the Notes may and shall be resumed:

                  (x) in the case of a Payment Blockage Notice relating to a
            payment default, upon the date on which it is cured or waived; and

                  (y) in case of a Payment Blockage Notice relating to a
            nonpayment default, the earlier of the date on which it is cured or
            waived or 179 days after the


                                       38
<PAGE>

            date on which such Payment Blockage Notice is received, unless the
            maturity of the relevant Designated Senior Debt of the Company has
            been accelerated.

      No new Payment Blockage Notice may be delivered unless and until 360 days
have elapsed since the effectiveness of the immediately prior Payment Blockage
Notice.

      No nonpayment default that existed or was continuing on the date of
delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the
basis for a subsequent Payment Blockage Notice unless that default shall have
been cured or waived for a period of not less than 180 days.

            Section 3.4. Acceleration of Payment of Notes.

            If payment of the Notes is accelerated because of an Event of
Default, the Company or the Trustee shall promptly notify the holders of the
Senior Debt of the Company (or their Representative) of the acceleration.

            Section 3.5. When Distribution Must Be Paid Over.

            If a distribution is made to Holders that because of this Article
III should not have been made to them, the Holders who receive the distribution
shall hold it in trust for holders of Senior Debt of the Company and pay it over
to them as their interests may appear.

            Section 3.6. Subrogation.

            After all Senior Debt of the Company is paid in full and until the
Notes are paid in full, Holders shall be subrogated to the rights of holders of
such Senior Debt to receive distributions applicable to such Senior Debt. A
distribution made under this Article III to holders of such Senior Debt which
otherwise would have been made to Holders is not, as between the Company and
Holders, a payment by the Company on such Senior Debt.

            Section 3.7. Relative Rights.

            This Article III defines the relative rights of Holders and holders
of Senior Debt of the Company. Nothing in this Indenture shall:

                        (1) impair, as between the Company and Holders, the
      obligation of the Company, which is absolute and unconditional, to pay its
      Obligations in respect of this Indenture and the Notes in accordance with
      their terms; or

                        (2) prevent the Trustee or any Holder from exercising
      its available remedies upon a Default, subject to the rights of holders of
      Senior Debt of the Company to receive distributions otherwise payable to
      Holders as provided in this Article III.


                                       39
<PAGE>

            Section 3.8. Subordination May Not Be Impaired by Company.

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

            Section 3.9. Rights of Trustee and Paying Agent.

            (a) Notwithstanding Section 3.3, the Trustee or Paying Agent (other
than the Company) may continue to make payments on the Notes and shall not be
charged with knowledge of the existence of facts that would prohibit the making
of any such payments unless, not less than two Business Days prior to the date
of such payment, a Trust Officer of the Trustee receives notice satisfactory to
it that payments may not be made under this Article III. The Company, the
Registrar or co-registrar, the Paying Agent, a Representative or a holder of
Senior Debt may give the notice; provided, however, that, if the holders of an
issue of Senior Debt of the Company have a Representative, only the
Representative may give the notice.

            (b) The Trustee in its individual or any other capacity may hold
Senior Debt of the Company with the same rights it would have if it were not
Trustee. The Registrar and co-registrar and the Paying Agent may do the same
with like rights. The Trustee shall be entitled to all the rights set forth in
this Article III with respect to any Senior Debt of the Company which may at any
time be held by it, to the same extent as any other holder of such Senior Debt,
and nothing in Article VII shall deprive the Trustee of any of its rights as
such holder. Nothing in this Article III shall apply to claims of, or payments
to, the Trustee under or pursuant to Section 7.7.

            Section 3.10. Distribution or Notice to Representative.

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

            Section 3.11. Article III Not to Prevent Events of Default or Limit
Right to Accelerate.

            The failure to make a payment pursuant to the Notes by reason of any
provision in this Article III shall not be construed as preventing the
occurrence of a Default. Nothing in this Article III shall have any effect on
the right of the Holders or the Trustee to accelerate the maturity of the Notes.

            Section 3.12. Trust Moneys Not Subordinated.

            Notwithstanding anything contained herein to the contrary, payments
from money or the proceeds of U.S. Government Obligations held in trust under
Article IX by the Trustee for the payment of principal of and interest on the
Notes shall not be subordinated to the prior payment of any Senior Debt or
subject to the restrictions set forth in this Article III, and none of the
Holders shall be obligated to pay over any such amount to the Company or any
holder of Senior Debt of the Company or any other creditor of the Company.


                                       40
<PAGE>

            Section 3.13. Trustee Entitled to Rely.

            Upon any payment or distribution pursuant to this Article III, the
Trustee and the Holders shall be entitled to rely (i) upon any order or decree
of a court of competent jurisdiction in which any proceedings of the nature
referred to in Section 3.2 are pending, (ii) upon a certificate of the
liquidating trustee or agent or other Person making such payment or distribution
to the Trustee or to the Holders or (iii) upon the Representative for the
holders of Senior Debt of the Company for the purpose of ascertaining the
Persons entitled to participate in such payment or distribution, the holders of
such 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 III. In the event that the Trustee
determines, in good faith, that evidence is required with respect to the right
of any Person as a holder of Senior Debt of the Company to participate in any
payment or distribution pursuant to this Article III, the Trustee may request
such Person to furnish evidence to the reasonable satisfaction of the Trustee as
to the amount of such Senior Debt held by such Person, the extent to which such
Person is entitled to participate in such payment or distribution and other
facts pertinent to the rights of such Person under this Article III, and, if
such evidence is not furnished, the Trustee may defer any payment to such Person
pending judicial determination as to the right of such Person to receive such
payment. The provisions of Sections 7.1 and 7.2 shall be applicable to all
actions or omissions of actions by the Trustee pursuant to this Article III.

            Section 3.14. Trustee to Effectuate Subordination.

            Each Holder by accepting a Note authorizes and directs the Trustee
on such Holder's behalf to take such action as may be necessary or appropriate
to acknowledge or effectuate the subordination between the Holders and the
holders of Senior Debt of the Company as provided in this Article III and
appoints the Trustee as attorney-in-fact for any and all such purposes.

            Section 3.15. Trustee Not Fiduciary for Holders of Senior Debt.

            The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Debt and shall not be liable to any such holders if it shall
mistakenly pay over or distribute to Holders or the Company or any other Person,
money or assets to which any holders of Senior Debt of the Company shall be
entitled by virtue of this Article III or otherwise.

            Section 3.16. Reliance by Holders of Senior Debt on Subordination
Provisions.

            Each Holder by accepting a Note acknowledges and agrees that the
foregoing subordination provisions are, and are intended to be, an inducement
and a consideration to each holder of any Senior Debt of the Company, whether
such Senior Debt was created or acquired before or after the issuance of the
Notes, to acquire and continue to hold, or to continue to hold, such Senior Debt
and such holder of such Senior Debt shall be deemed conclusively to have relied
on such subordination provisions in acquiring and continuing to hold, or in
continuing to hold, such Senior Debt.


                                       41
<PAGE>

                                   ARTICLE IV.

                                    COVENANTS

            Section 4.1. Payment of Notes.

            The Company shall pay or cause to be paid the principal, Change of
Control Purchase Price or Excess Cash Flow Purchase Price of, and any accrued
interest, as the case may be (which shall include any Liquidated Damages as
provided in the Registration Rights Agreement) on, the Notes on the dates and in
the manner provided in the Notes and this Indenture. The Company shall deposit
with the Paying Agent in immediately available funds an amount sufficient to
make cash payments due on such Interest Payment Date or Maturity Date, as the
case may be. If the Company is acting as Paying Agent, the Company shall, on
each Interest Payment Date and the Maturity Date, segregate and hold in trust an
amount sufficient to make cash payments due on such Interest Payment Date or
Maturity Date, as the case may be. An installment of principal, Change of
Control Purchase Price or Excess Cash Flow Purchase Price of, or accrued
interest on, the Notes shall be considered paid on the date it is due if the
Trustee or a Paying Agent (other than the Company) holds on that date money
designated for and sufficient to pay such installment and is not prohibited from
paying such money to the Holders on that date pursuant to the terms of this
Indenture. The Company shall pay interest on overdue principal, Change of
Control Purchase Price and Excess Cash Flow Purchase Price (including
post-petition interest in a proceeding under any Bankruptcy Law) and overdue
interest, to the extent lawful, at the rate specified in the Notes.

            Section 4.2. SEC Reports.

            (a) Whether or not the Company is subject to Section 13(a) or 15(d)
of the Exchange Act, or any successor provision thereto, the Company will, to
the extent accepted by the SEC and not prohibited under the Exchange Act, file
with the SEC the annual reports, quarterly reports and other documents which the
Company would have been required to file with the SEC pursuant to such Section
13(a) or 15(d) or any successor provision thereto if the Company was subject
thereto, on or prior to the respective dates by which the Company would have
been required to file them (the "Required Filing Dates"). The Company will also,
in any event, (i) within 15 days of each Required Filing Date (A) transmit by
mail to all Holders, as their names and addresses appear in the Security
register maintained by the Registrar, without cost to such Holders copies of
those annual reports, quarterly reports and other documents which the Company
files with the SEC, and (B) file with the Trustee, copies of the annual reports,
quarterly reports and other documents which the Company files with the SEC and
(ii) if filing such documents by the Company with the SEC is not accepted by the
SEC or is prohibited under the Exchange Act, promptly upon written request,
supply copies of such documents to any Holder.

            (b) The Company will, upon request, provide to any Holder of Notes
or any prospective transferee of any such Holder any information concerning the
Company (including financial statements) necessary in order to permit such
Holder to sell or transfer Notes in compliance with Rule 144A under the
Securities Act, if applicable; provided, however, that the Company shall not be
required to furnish such information in connection with any request made


                                       42
<PAGE>

on or after the date which is two years from the later of (i) the date such Note
(or any predecessor Note) was acquired from the Company or (ii) the date such
Note (or any predecessor Note) was last acquired from an "affiliate" of the
Company within the meaning of Rule 144 under the Securities Act.

      Section 4.3. Waiver of Stay, Extension or Usury Laws.

      The Company covenants (to the extent that it may lawfully do so) that it
will not at any time insist upon, or plead (as a defense or otherwise) or in any
manner whatsoever claim or take the benefit or advantage of, any stay or
extension law or any usury law or other law which would prohibit or forgive the
Company from paying all or any portion of the principal, Change of Control
Purchase Price or Excess Cash Flow Purchase Price of, or accrued interest on,
the Notes as contemplated herein, wherever enacted, now or at any time hereafter
in force, or which may affect the covenants or the performance of this
Indenture. The Company (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 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 had been enacted.

            Section 4.4. Compliance Certificate.

            (a) The Company shall deliver to the Trustee, within 120 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 such fiscal year has
been made under the supervision of the signing Officers with a view to
determining whether the Company has kept, observed, performed and fulfilled its
obligations under this Indenture, and further stating, as to each such Officer
signing such certificate, that to the best of his or her knowledge the Company
has kept, observed, performed and fulfilled each and every covenant contained in
this Indenture and is not in default in the performance or observance of any of
the terms, provisions and conditions hereof (or, if a Default or Event of
Default shall have occurred, describing all 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, Change of Control Purchase Price or Excess
Cash Flow Purchase Price of, and accrued interest on, the Notes are prohibited
or, if such event has occurred, a description of the event and what action each
of the Company is taking or proposes to take with respect thereto.

            (b) So long as (and to the extent) not contrary to the then current
recommendations of the American Institute of Certified Public Accountants, the
year-end financial statements delivered pursuant to Section 4.2 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 which would lead them to believe that the
Company has violated any provisions of this Article IV or Article V of this
Indenture 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 for any failure to obtain knowledge of any such
violation.


                                       43
<PAGE>

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

            Section 4.5. Taxes.

            The Company shall, and shall cause each of its Subsidiaries to, pay
prior to delinquency all material taxes, assessments, and governmental levies
except as contested in good faith and by appropriate proceedings.

            Section 4.6. Limitation on Incurrence of Additional Indebtedness.

            The Company will not, and will not permit any of the Restricted
Subsidiaries to, directly or indirectly, Incur any Indebtedness, other than
Permitted Indebtedness; provided, however, that if no Default or Event of
Default shall have occurred and be continuing at the time of or as a consequence
of the Incurrence of any such Indebtedness, the Company may Incur Indebtedness
and the Restricted Subsidiaries may Incur Acquired Indebtedness, in each case if
on the date of the Incurrence of such Indebtedness, after giving effect to the
Incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company
is greater than 2.75 to 1.

            Section 4.7. Limitation on Restricted Payments.

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

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

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

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

                  (iv) make any Investment, other than a Permitted Investment;
            or

                  (v) make compensation or consulting payments in excess of base
            salaries limited to $350,000 to managing directors and other
            executive officers (as defined in Rule 3b-7 under the Exchange Act)
            of the Company or any of its Restricted Subsidiaries, except to the
            extent authorized under the Annual Incentive Plan or the Equity
            Incentive Plan or otherwise approved by a majority of the
            disinterested members of the Board of Directors of the Company or a
            duly


                                       44
<PAGE>

            authorized committee thereof comprised of individuals who are not
            managing directors or other executive officers of the Company or any
            of its Affiliates;

(each of the foregoing actions set forth in clauses (i), (ii), (iii), (iv) and
(v) being referred to as a "Restricted Payment"), if at the time of such
Restricted Payment or immediately after giving effect thereto:

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

                        (B) the Company is not able to incur at least $1.00 of
            additional Indebtedness (other than Permitted Indebtedness) in
            compliance with the covenant described under Section 4.6 hereof; or

                        (C) the aggregate amount of Restricted Payments,
            including the proposed Restricted Payment, made subsequent to the
            Issue Date (the amount expended for such purpose, if other than in
            cash, being the fair market value of such property as determined
            reasonably and in good faith by the Board of Directors of the
            Company) shall exceed the sum of:

                              (1) 50% of the cumulative Consolidated Net Income
                  (or if cumulative Consolidated Net Income shall be a loss,
                  minus 100% of such loss) of the Company earned from the
                  beginning of the first full fiscal quarter following the Issue
                  Date and through the end of the most recent fiscal quarter for
                  which financial statements are available prior to the date
                  such Restricted Payment occurs (the "Reference Date"),
                  treating such period as a single accounting period; plus

                              (2) 100% of the aggregate net cash proceeds
                  received by the Company from any Person, other than a
                  Subsidiary of the Company, from the issuance and sale
                  subsequent to the Issue Date and on or prior to the Reference
                  Date of Qualified Capital Stock of the Company or of other
                  securities that have been converted into Qualified Capital
                  Stock of the Company; plus

                              (3) without duplication of any amounts included in
                  clause (C)(2) above, 100% of the aggregate net cash proceeds
                  of any contribution to the common equity capital of the
                  Company received by the Company from a holder of the Company's
                  Qualified Capital Stock; excluding, in the case of clauses
                  (C)(2) and (3), any net proceeds from a sale of Qualified
                  Capital Stock received from a Subsidiary of the Company or
                  applied in accordance with clause (ii)(B) of paragraph (b) of
                  this Section 4.7; plus

                              (4) an amount equal to the lesser of:

                                    (x) the sum of the fair market value of the
                        Capital Stock of an Unrestricted Subsidiary owned by the


                                       45
<PAGE>

                        Company and/or the Restricted Subsidiaries and the
                        aggregate amount of all Indebtedness of such
                        Unrestricted Subsidiary owed to the Company and each
                        Restricted Subsidiary on the date of Revocation of such
                        Unrestricted Subsidiary as an Unrestricted Subsidiary in
                        accordance with Section 4.13 hereof; and

                                    (y) the Designation Amount treated as a
                        Restricted Payment pursuant to clause (iv) above with
                        respect to such Unrestricted Subsidiary on the date of
                        the Designation of such Subsidiary as an Unrestricted
                        Subsidiary in accordance with the covenant described
                        under Section 4.13 hereof; plus

                              (5) in the case of the disposition of an
                  Investment treated as a Restricted Payment pursuant to clause
                  (iv) above to a Person other than the Company or one of its
                  Subsidiaries, an amount equal to the lesser of:

                                    (x) the amount of such Investment treated as
                        a Restricted Payment pursuant to clause (iv) above, and

                                    (y) the amount in cash received by the
                        Company or any Restricted Subsidiary upon such
                        disposition; plus

                        (F) $15.0 million.

            (b) The provisions set forth in paragraph (a) do not prohibit:

                  (i) the payment of any dividend within 60 days after the date
            of declaration of such dividend if the dividend would have been
            permitted on the date of declaration;

                  (ii) the redemption, repurchase, retirement, defeasance or
            other acquisition of Indebtedness of the Company or any Restricted
            Subsidiary or of Capital Stock of the Company, in each case to the
            extent constituting a Restricted Payment pursuant to clause (ii) or
            (iii) of paragraph (a) of this Section 4.7 either:

                        (A) solely in exchange for shares of Qualified Capital
            Stock of the Company, or

                        (B) through the application of net proceeds of a
            substantially concurrent sale for cash (other than to a Subsidiary
            of the Company) of shares of Qualified Capital Stock of the Company
            or of any contribution to the common equity capital of the Company
            received by the Company from a holder of the Company's Qualified
            Capital Stock;

                  (iii) the defeasance, redemption, repurchase or other
            acquisition of Indebtedness of the Company or any Restricted
            Subsidiary with the net cash proceeds from an Incurrence of
            Permitted Refinancing Indebtedness therefor; and


                                       46
<PAGE>

                  (iv) so long as no Default or Event of Default shall have
            occurred and be continuing, repurchases of Capital Stock (or options
            therefor) of the Company from officers, directors, employees,
            consultants or former officers, directors, employees or consultants
            of the Company (or any of its Subsidiaries) pursuant to equity
            ownership or compensation plans or stockholders agreements not to
            exceed $5.0 million in any year.

            (c) In determining the aggregate amount of Restricted Payments made
subsequent to the Issue Date in accordance with clause (iii)(C) of paragraph (a)
of this Section 4.7, amounts expended pursuant to clauses (i) and (iv) of
paragraph (b) of this Section 4.7 shall be included in the calculation.

            Section 4.8. Limitation on Asset Sales.

            (a) The Company will not, and will not permit any of the Restricted
Subsidiaries to, consummate an Asset Sale unless:

                  (i) the Company or the applicable Restricted Subsidiary, as
            the case may be, receives consideration at the time of the Asset
            Sale at least equal to the fair market value of the assets sold or
            otherwise disposed of as determined in good faith by the Board of
            Directors of the Company;

                  (ii) at least 75% of the consideration received by the Company
            or the Restricted Subsidiary, as the case may be, from the Asset
            Sale shall be in the form of cash or Cash Equivalents and is
            received at the time of such Asset Sale; and

                  (iii) upon the consummation of the Asset Sale, the Company may
            apply, or cause such Restricted Subsidiary to apply, the Net Cash
            Proceeds relating to such Asset Sale within 360 days of receipt
            thereof either:

                        (A) to repay Senior Debt of the Company or Indebtedness
            of any Restricted Subsidiary, in each case for borrowed money or
            constituting a Capitalized Lease Obligation, and permanently reduce
            the commitments with respect thereto without Refinancing;

                        (B) to repay any Indebtedness of a Wholly Owned
            Restricted Subsidiary owed to any Person other than the Company or
            any of its Affiliates and effect a permanent reduction in any
            availability in respect of the Indebtedness (without refinancing the
            Indebtedness);

                        (C) to acquire Replacement Assets; or

                        (D) a combination of prepayment and investment permitted
            by the preceding clauses (iii)(A), (B) and (C).

The assumption by the transferee in an Asset Sale (and release of the Company
and its Restricted Subsidiaries of further liability) of Indebtedness for
borrowed money of the Company or any Restricted Subsidiary other than
Disqualified Capital Stock or Indebtedness subordinated in right


                                       47
<PAGE>

of payment to the Notes shall be deemed to be cash applied in accordance with
this covenant. The receipt by the Company or the applicable Restricted
Subsidiary of marketable securities of a company subject to and then current in
its obligations as a reporting company under Section 13 or 15 under the Exchange
Act, which are resold for cash or Cash Equivalents by the Company or the
Restricted Subsidiary within 120 days of the relevant Asset Sale and applied in
accordance with this covenant, shall be deemed to be cash received pursuant to
clause (ii) of this paragraph (a).

            (b) On the 361st day after an Asset Sale or such earlier date, if
any, as the Board of Directors of the Company or of such Restricted Subsidiary
determines not to apply the Net Cash Proceeds relating to the Asset Sale as set
forth in clause (iii) of paragraph (a) of this Section 4.8 (each, a "Net
Proceeds Offer Trigger Date"), the aggregate amount of Net Cash Proceeds that
have not been applied on or before the Net Proceeds Offer Trigger Date as
permitted in that clause (iii) (a "Net Proceeds Offer Amount") shall be applied
by the Company to make an offer to purchase (the "Net Proceeds Offer") on a date
(the "Net Proceeds Offer Payment Date") not less than 30 nor more than 60 days
following the Net Proceeds Offer Trigger Date, from all Holders on a pro rata
basis, that principal amount of Notes equal to the Net Proceeds Offer Amount at
a price equal to 100% of the principal amount of the Notes to be purchased, plus
accrued and unpaid interest, if any, thereon to the date of purchase; provided
that the Company may make a concurrent offer to repurchase on a pro rata basis
Indebtedness of a Wholly Owned Restricted Subsidiary or Indebtedness of the
Company ranking pari passu with the Notes.

            (c) If at any time any non-cash consideration received by the
Company or any Restricted Subsidiary, as the case may be, in connection with any
Asset Sale is converted into or sold or otherwise disposed of for cash (other
than interest received with respect to any such non-cash consideration) or Cash
Equivalents, then such conversion or disposition shall be deemed to constitute
an Asset Sale hereunder and the Net Cash Proceeds thereof shall be applied in
accordance with this Section 4.8. Pending application in accordance with this
Section 4.8, Net Cash Proceeds may be used to repay revolving credit borrowings
without reducing commitments thereunder.

            (d) The Company may defer the Net Proceeds Offer until there is an
aggregate unutilized Net Proceeds Offer Amount equal to or in excess of $5.0
million resulting from one or more Asset Sales or deemed Asset Sales (at which
time, the entire unutilized Net Proceeds Offer Amount, and not just the amount
in excess of $5.0 million, shall be applied as required pursuant to this Section
4.8).

            (e) In the event of the transfer of substantially all (but not all)
of the property and assets of the Company and the Restricted Subsidiaries as an
entirety to a Person in a transaction permitted under Section 5.1 hereof, the
successor corporation shall be deemed to have sold the properties and assets of
the Company and the Restricted Subsidiaries not transferred for purposes of this
Section 4.8 and shall comply with the provisions of this Section 4.8 with
respect to such deemed sale as if it were an Asset Sale. In addition, the fair
market value (as determined in good faith by the Board of Directors of the
Company) of such properties and assets of the Company or the Restricted
Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for
purposes of this Section 4.8.


                                       48
<PAGE>

            (f) Each Net Proceeds Offer will be mailed to the record Holders as
shown on the register of Holders within 30 days following the Net Proceeds Offer
Trigger Date, with a copy to the Trustee, and shall comply with the procedures
set forth in this Indenture. Upon receiving notice of the Net Proceeds Offer,
Holders may elect to tender their Notes in whole or in part in integral
multiples of $1,000 in exchange for cash. To the extent Holders properly tender
Notes in an amount exceeding the Net Proceeds Offer Amount, Notes of tendering
Holders will be purchased on a pro rata basis based on the principal amount of
Notes (and other Indebtedness for which a concurrent offer is being made as
permitted by this Section 4.8) tendered. A Net Proceeds Offer shall remain open
for a period of 20 Business Days or such longer period as may be required by
law.

            (g) The Company will comply with the requirements of Rule 14e-1
under the Exchange Act and any other securities laws and regulations thereunder
to the extent such laws and regulations are applicable in connection with the
repurchase of Notes pursuant to a Net Proceeds Offer. To the extent that the
provisions of any securities laws or regulations conflict with this Section 4.8,
the Company shall comply with the applicable securities laws and regulations and
shall not be deemed to have breached its obligations under this Section 4.8 by
virtue thereof.

            Section 4.9. Limitation on Distributions and Other Restrictions
Affecting Subsidiaries.

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

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

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

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

except for such encumbrances or restrictions existing under or by reasons of:

                  (i) applicable law or regulation or NYSE regulations;

                  (ii) this Indenture;

                  (iii) customary non-assignment provisions of any contract or
            any lease governing a leasehold interest of any Restricted
            Subsidiary;

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


                                       49
<PAGE>

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

                  (vi) any other agreement entered into after the Issue Date
            that contains encumbrances and restrictions that are not materially
            more restrictive with respect to any Restricted Subsidiary than
            those in effect with respect to such Restricted Subsidiary pursuant
            to agreements as in effect on the Issue Date so long as any such
            restrictions expressly permit scheduled payments on the Notes;

                  (vii) customary restrictions on the transfer of any property
            or assets arising under a security agreement governing a Lien
            permitted under this Indenture; and

                  (viii) any agreement governing Refinancing Indebtedness
            incurred to Refinance the Indebtedness issued, assumed or incurred
            pursuant to an agreement referred to in clause (ii), (iv) or (v)
            above; provided, however, that the provisions relating to such
            encumbrance or restriction contained in any such Refinancing
            Indebtedness are not materially more restrictive than the provisions
            relating to such encumbrance or restriction contained in agreements
            referred to in such clause (ii), (iv) or (v) and expressly permit
            dividends and other distributions for scheduled payments on the
            Notes.

            Section 4.10. Limitation on Issuance and Sale of Capital Interests
in Restricted Subsidiaries.

            The Company will not permit:

            (a) any Restricted Subsidiary to issue any Capital Stock other than
to the Company or a Restricted Subsidiary; or

            (b) any Person (other than the Company or a Restricted Subsidiary)
to own or control any Capital Stock of any Restricted Subsidiary (other than
directors' qualifying shares or as may be required by law);

provided that clauses (a) and (b) will not prohibit:

                  (1) any sale of 100% of the shares of the Capital Stock of any
Restricted Subsidiary owned by the Company or any Restricted Subsidiary effected
in accordance with Section 4.8 hereof; or

                  (2) any sale of 100% of the shares of the Capital Stock of any
Restricted Subsidiary owned by the Company or any Restricted Subsidiary effected
in accordance with Section 5.1 hereof.

            Section 4.11. Limitations on Liens.

            The Company will not, and will not cause or permit any of the
Restricted Subsidiaries to, directly or indirectly, create, incur, assume or
permit or suffer to exist any Liens


                                       50
<PAGE>

of any kind (except for Liens securing Senior Debt and Permitted Liens) against
or upon, or enter into or otherwise become liable in respect of, a Sale and
Leaseback Transaction with respect to, any property or assets of the Company or
any of the Restricted Subsidiaries, whether owned on the Issue Date or acquired
after the Issue Date, or any proceeds therefrom or assign or otherwise convey
any right to receive income or profit therefrom unless:

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

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

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

                  (ii) Liens on Investment Securities securing Indebtedness
            incurred pursuant to clause (b) of the definition of "Permitted
            Indebtedness" and Interest Swap Obligations and Currency Agreements
            related thereto;

                  (iii) Liens securing Purchase Money Indebtedness (or
            Refinancing Indebtedness in respect thereof) or Sale and Leaseback
            Transactions involving Capitalized Lease Obligations, in each case,
            Incurred pursuant to clause (1) of the definition of "Permitted
            Indebtedness"; provided, however, that:

                        (A) the Purchase Money Indebtedness (or Refinancing
            Indebtedness) or Capitalized Lease Obligation shall not exceed the
            cost of the property or assets to be acquired or which is the
            subject of the Sale and Leaseback Transaction, and shall not be
            secured by any property or assets of the Company or any Restricted
            Subsidiary other than the property and assets to be acquired or
            which is the subject of the Sale and Leaseback Transaction, and

                        (B) the Lien securing any Purchase Money Indebtedness
            shall be created within 90 days of such acquisition;

                  (iv) Liens securing Acquired Indebtedness (and any Refinancing
            Indebtedness in respect thereof); provided that:

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

                        (B) the Liens do not extend to or cover any property or
            assets of the Company or of any of the Restricted Subsidiaries other
            than the property or assets that secured the Acquired Indebtedness
            prior to the time the Indebtedness became Acquired Indebtedness of
            the Company or a Restricted Subsidiary;


                                       51
<PAGE>

                  (v) Liens securing the Notes;

                  (vi) Liens in favor of the Company; and

                  (vii) Liens securing Refinancing Indebtedness incurred to
            Refinance any Indebtedness, which Refinanced Indebtedness had been
            secured by a Lien permitted under this Indenture; provided, however,
            that such Liens do not extend to or cover any property or assets of
            the Company or any of the Restricted Subsidiaries not securing the
            Indebtedness so Refinanced.

            Section 4.12. Limitations on Transactions with Affiliates.

            (a) The Company will not, and will not permit any of the Restricted
Subsidiaries to, directly or indirectly, enter into or permit to exist any
transaction or series of related transactions (including, without limitation,
the purchase, sale, lease or exchange of any property or the rendering of any
service) with, or for the benefit of, any of its Affiliates (each an "Affiliate
Transaction") unless the Affiliate Transaction is on terms that are not
materially less favorable than those that would have reasonably been expected in
a comparable transaction at such time on an arm's-length basis from a Person
that is not an Affiliate of the Company or such Restricted Subsidiary. Prior to
the consummation by the Company or any Restricted Subsidiary of any Affiliate
Transactions (or series of related Affiliate Transactions which are similar or
part of a common plan) involving aggregate payments or other property with a
fair market value in excess of:

                  (i) $5.0 million, the Company or such Restricted Subsidiary,
            as the case may be, shall obtain the approval of its Board of
            Directors (including a majority of the independent directors) of
            such transaction or series of related transactions evidenced by a
            Board Resolution stating that such Board of Directors (including a
            majority of the independent directors) has determined that such
            transaction complies with the foregoing provisions, and

                  (ii) $10.0 million, the Company or such Restricted Subsidiary,
            as the case may be, shall obtain a favorable opinion as to the
            fairness of such transaction or series of related transactions to
            the Company or the relevant Restricted Subsidiary, as the case may
            be, from a financial point of view, from an Independent Financial
            Advisor, and file it with the Trustee.

            (b) The restrictions set forth in paragraph (a) above shall not
apply to:

                  (i) employment, stock option, consulting, agency or other
            compensation or benefit plans, arrangements and agreements of the
            Company or any Restricted Subsidiary in accordance with the Annual
            Incentive Plan or the Equity Incentive Plan or as approved by a
            majority of the disinterested members of the Board of Directors (or
            a majority of the disinterested members of a committee thereof);

                  (ii) reasonable fees and compensation paid to directors, and
            reasonable indemnity provided on behalf of officers, directors,
            employees, consultants or


                                       52
<PAGE>

            agents, of the Company or any Restricted Subsidiary as determined in
            good faith by the Company's Board of Directors or senior management;

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

                  (iv) Restricted Payments permitted to be made pursuant to
            Section 4.7 hereof.

            Section 4.13. Limitation On Designations of Unrestricted
Subsidiaries.

            (a) The Company may designate after the Issue Date any Subsidiary of
the Company, other than LaBranche or a Person holding Capital Stock of
LaBranche, as an "Unrestricted Subsidiary" under this Indenture (a
"Designation") only if:

                  (i) no Default shall have occurred and be continuing at the
            time of or after giving effect to such Designation; and

                  (ii) the Company would be permitted under this Indenture to
            make an Investment at the time of Designation assuming the
            effectiveness of the Designation in an amount (the "Designation
            Amount") equal to the sum of:

                        (A) the fair market value of the Capital Stock of the
            Subsidiary owned by the Company and/or any of the Restricted
            Subsidiaries on such date and

                        (B) the aggregate amount of Indebtedness of the
            Subsidiary owed to the Company and the Restricted Subsidiaries on
            that date; and

                  (iii) the Company would be permitted to incur $1.00 of
            additional Indebtedness (other than Permitted Indebtedness) pursuant
            to the covenant described under Section 4.6 hereof at the time of
            Designation assuming the effectiveness of the Designation.

            (b) In the event of any such Designation, the Company shall be
deemed to have made an Investment constituting a Restricted Payment in the
Designation Amount pursuant to Section 4.7 hereof for all purposes of this
Indenture. Furthermore, the Company shall not, and shall not permit any
Restricted Subsidiary to, at any time:

                  (i) provide direct or indirect credit support for or a
            guarantee of any Indebtedness of any Unrestricted Subsidiary
            (including any undertaking, agreement or instrument evidencing such
            Indebtedness),

                  (ii) be directly or indirectly liable for any Indebtedness of
            any Unrestricted Subsidiary or

                  (iii) be directly or indirectly liable for any Indebtedness
            that provides that the holder thereof may (upon notice, lapse of
            time or both) declare a default


                                       53
<PAGE>

            thereon or cause the payment thereof to be accelerated or payable
            prior to its final scheduled maturity upon the occurrence of a
            default with respect to any Indebtedness of any Unrestricted
            Subsidiary (including any right to take enforcement action against
            the Unrestricted Subsidiary).

            (c) The Company may revoke any Designation of a Subsidiary as an
Unrestricted Subsidiary ("Revocation"), whereupon such Subsidiary shall then
constitute a Restricted Subsidiary, if:

                  (i) no Default shall have occurred and be continuing at the
            time and after giving effect to such Revocation; and

                  (ii) all Liens and Indebtedness of such Unrestricted
            Subsidiaries outstanding immediately following such Revocation
            would, if incurred at such time, have been permitted to be incurred
            for all purposes of this Indenture.

            (d) All Designations and Revocations must be evidenced by an
Officers' Certificate of the Company delivered to the Trustee certifying
compliance with the foregoing provisions.

            Section 4.14. Change of Control.

            (a) Upon the occurrence of a Change of Control, the Company shall
make a Change of Control Offer to Purchase all of the outstanding Notes at the
Change of Control Purchase Price.

For purposes of the foregoing, a Change of Control Offer to Purchase shall be
deemed to have been made if:

                  (i) within 30 days following the date of the consummation of a
transaction or series of transactions that constitutes a Change of Control, the
Company commences a Change of Control Offer to Purchase for all outstanding
Notes at the Change of Control Purchase Price (provided that the running of such
30-day period shall be suspended, for up to a maximum of 30 days, during any
period when the commencement of such Change of Control Offer to Purchase is
delayed or suspended by reason of any court's or governmental authority's review
of or ruling on any materials being employed by the Company to effect such
Change of Control Offer to Purchase, so long as the Company has used and
continues to use its best efforts to make and conclude such Change of Control
Offer to Purchase promptly); and

                  (ii) all Notes properly tendered pursuant to the Change of
Control Offer to Purchase are purchased on the terms of such Change of Control
Offer to Purchase.

            (b) The Company will not be required to make a Change of Control
Offer to Purchase upon a Change of Control if a third party makes a Change of
Control Offer to Purchase contemporaneously with or upon a Change of Control in
the manner, at the times and otherwise in compliance with the requirements of
this Indenture and purchases all Notes validly tendered and not withdrawn under
its Change of Control Offer to Purchase.


                                       54
<PAGE>

            (c) On the Change of Control Purchase Date, the Company shall, to
the extent lawful, (i) accept for payment Notes or portions thereof or
beneficial interests under a Global Note properly tendered pursuant to the Offer
to Purchase, (ii) deposit with the Paying Agent (by no later than 11:00 a.m. on
such date) money sufficient to pay the Change of Control Purchase Price of all
Notes or portions thereof or beneficial interests so tendered and (iii) deliver
or cause to be delivered to the Trustee Notes so accepted together with an
Officers' Certificate stating the Notes or portions thereof tendered to the
Company. The Paying Agent shall promptly (1) mail to each holder of Notes so
accepted and (2) remit to the Depository for crediting to the respective
accounts of the Holders under a Global Note of beneficial interest so accepted,
payment in an amount equal to the purchase price for such Notes (which payment
shall, in the case of the Holders of beneficial interests in a Global Note, be
through the facilities of the Depository), and the Company shall execute and
issue, and the Trustee shall promptly authenticate and mail to such holder, a
new Note equal in principal amount to any untendered portion of the Notes
surrendered and shall issue a Global Note equal in principal amount to any
untendered portion of beneficial interest so surrendered; provided that each
such new Note shall be issued in an original principal amount in denominations
of $1,000 and integral multiples thereof.

            (d) If the Company or any Subsidiary thereof has issued any
outstanding Indebtedness that is subordinated in right of payment to the Notes,
and the Company or such Subsidiary is required to make an offer to purchase upon
a Change of Control or to make a distribution with respect to such subordinated
Indebtedness or Preferred Stock in the event of a Change of Control, the Company
shall not consummate any such offer or distribution with respect to such
subordinated Indebtedness or Preferred Stock until such time as the Company
shall have paid the Change of Control Purchase Price in full to the holders of
Notes that have accepted the Company's Change of Control Offer to Purchase and
shall otherwise have consummated the Change of Control Offer to Purchase made to
holders of the Notes. The Company will not issue Indebtedness that is
subordinated in right of payment to the Notes or Preferred Stock with change of
control provisions requiring the payment of such Indebtedness or Preferred Stock
prior to making and consummating an offer to purchase the Notes in the event of
a Change of Control under this Indenture.

            (e) The Company will comply, to the extent applicable, with the
requirements of Rule l4e-1 under the Exchange Act and any other securities laws
and regulations to the extent such laws and regulations are applicable in
connection with any repurchase of the Notes as described above. To the extent
that the provisions of any securities laws or regulations conflict with any
repurchase of the Notes as described above, the Company shall comply with the
applicable securities laws and regulations and shall not be deemed to have
breached its obligations under this Section 4.14 by virtue thereof.

            Section 4.15 Limitation on Layered Indebtedness.

            The Company shall not, directly or indirectly, incur, create, issue,
assume, guarantee or otherwise become liable for any Indebtedness that is
subordinate or junior in right of payment to any Senior Debt of the Company and
senior in any respect in right to the Notes.


                                       55
<PAGE>

            Section 4.16. Maintenance of Office or Agency.

            The Company shall maintain in New York, New York an office or agency
where Notes may be surrendered for registration of transfer or exchange or for
presentation for payment and where notices and demands to or upon the Company in
respect of the Notes and this Indenture may be served. The Company shall give
prompt written notice to the Trustee of the location, and any change in the
location, of such office or agency. If at any time the Company shall fail to
maintain any such required office or agency or shall fail to furnish the Trustee
with the address thereof, such presentations, surrenders, notices and demands
may be made or served at the address of the Trustee as set forth in Section
10.2. The Company may also from time to time designate one or more other offices
or agencies where the Notes may be presented or surrendered for any or all such
purposes and may from time to time rescind such designations, provided, however,
that no such designation or rescission shall in any manner relieve the Company
of its obligation to maintain an office or agency in New York, New York for such
purposes. The Company shall give prompt written notice to the Trustee of such
designation or rescission and of any change in the location of any such other
office or agency. The Company hereby initially designates the Corporate Trust
Office of the Trustee as such office of the Company.

            Section 4.17. Maintenance of Properties and Insurance.

            (a) The Company shall cause all material properties used or useful
to the conduct of its business or the business of any of its Restricted
Subsidiaries to be maintained and kept in good condition, repair and working
order (reasonable wear and tear excepted) and supplied with all equipment deemed
necessary in the good faith judgment of the Officers of the Company and shall
cause to be made all necessary repairs, renewals, replacements, betterments and
improvements thereof; provided, however, that nothing in this Section 4.17 shall
prevent the Company or any Restricted Subsidiary from discontinuing the
operation or maintenance of any of such properties, or disposing of any of them,
if such discontinuance or disposal is in the good faith judgment of the Board of
Directors of the Company or the Restricted Subsidiary concerned, as the case may
be, desirable in the conduct of the business of the Company or such Restricted
Subsidiary, as the case may be, and is not adverse in any material respect to
the Holders.

            (b) The Company shall provide or cause to be provided, for itself
and each of its Restricted Subsidiaries, insurance (including appropriate
self-insurance) against loss or damage of the kinds that are adequate and
appropriate for the conduct of the business of the Company and such Restricted
Subsidiaries in a prudent manner, with reputable insurers or with the government
of the United States of America or an agency or instrumentality thereof, in such
amounts, with such deductibles, and by such methods as shall be customary, in
the good faith judgment of the Company, for corporations similarly situated in
the industry.

            Section 4.18. Excess Cash Flow Offer

            (a) If the Company has Excess Cash Flow for any fiscal year
(commencing with fiscal year 2000), the Company shall make an offer to purchase
(the "Excess Cash Flow Offer") on a Business Day (the "Excess Cash Flow Payment
Date") not later than 150 days following the end of such fiscal year, from each
Holder, up to a maximum principal amount


                                       56
<PAGE>

(expressed as a multiple of $1,000) of Notes equal to the Holder's Pro Rata
Share of such Excess Cash Flow in such fiscal year. The purchase price (the
"Excess Cash Flow Purchase Price") of Notes to be purchased pursuant to the
Excess Cash Flow Offer shall be equal to 103% of the principal amount thereof,
plus accrued and unpaid interest thereon, if any, to the Excess Cash Flow
Payment Date. Notice of an Excess Cash Flow Offer shall be given to Holders not
less than 30 Business Days before the Excess Cash Flow Payment Date and shall be
sent by first class mail, postage prepaid, to each Holder at his address
appearing in the security register on the date of five Business Days prior to
the date of such notice. The Excess Cash Flow Offer is required to remain open
for 20 Business Days and payment pursuant to the Excess Cash Flow Offer will be
made on the Excess Cash Flow Payment Date. The Excess Cash Flow Offer shall
contain all instructions and materials necessary to enable such Holders to
tender Notes pursuant to the terms of the Excess Cash Flow Offer. The Excess
Cash Flow Offer shall also state:

                  (i) that the Holder may tender Notes registered in the name of
such Holder in the maximum principal amount of such Holder's Pro Rata Share of
Excess Cash Flow and that any portion of a Note tendered must be tendered in an
integral multiple of $1,000 principal amount;

                  (ii) the place or places where Notes are to be surrendered for
tender pursuant to the Excess Cash Flow Offer;

                  (iii) that, unless the Company defaults in making such
purchase, the portion of the aggregate principal amount of any Note tendered and
accepted for purchase pursuant to the Excess Cash Flow Offer shall, after the
Excess Cash Flow Purchase Date, cease to accrue interest but that the remaining
aggregate principal amount of any Note not tendered or tendered but not
purchased by the Company pursuant to the Excess Cash Flow Offer shall continue
to accrue interest at the same rate;

                  (iv) that, on the Excess Cash Flow Purchase Date, the Excess
Cash Flow Purchase Price will become due and payable upon each Note accepted for
payment pursuant to the Excess Cash Flow Offer;

                  (v) that each Holder electing to tender a Note pursuant to the
Excess Cash Flow Offer shall be required to surrender such Note at the place or
places set forth in the Excess Cash Flow Offer prior to the close of business on
the Excess Cash Flow Purchase Date (such Note being accompanied by a written
instrument of transfer in the form provided in the form of Notes attached as
Exhibit A hereto duly executed by the Holder thereof or his attorney duly
authorized in writing);

                  (vi) that each Holder will be entitled to withdraw all or any
portion of any Note tendered if the Company (or its paying agent) receives, not
later than the close of business on the expiration date of the Excess Cash Flow
Offer, a telegram, telex, facsimile transmission or letter setting forth the
name of the Holder, the aggregate principal amount of the Notes the Holder
tendered, the certificate number of the Note the Holder tendered and a statement
that such Holder is withdrawing all or a portion of his tender; and


                                       57
<PAGE>

                  (vii) that, in the case of any Holder whose Note is tendered
only in part, the Company shall execute, and the Trustee shall authenticate and
deliver to the Holder of such Note without service charge, a new Note or Notes,
of any authorized denomination as requested by such Holder, in the aggregate
principal amount equal to and in exchange for the untendered portion of the
aggregate principal amount of the Notes so tendered.

            (b) On the Excess Cash Flow Payment Date, the Company shall, to the
extent lawful, (i) accept for payment Notes or portions thereof or beneficial
interests under a Global Note properly tendered pursuant to the Excess Cash Flow
Offer, (ii) deposit with the Paying Agent (by no later than 11:00 a.m. on such
date) money sufficient to pay the Excess Cash Flow Purchase Price of all Notes
or portions thereof or beneficial interests so tendered and (iii) deliver or
cause to be delivered to the Trustee Notes so accepted together with an
Officers' Certificate stating the Notes or portions thereof tendered to the
Company. The Paying Agent shall promptly (1) mail to each holder of Notes so
accepted and (2) remit to the Depository for crediting to the respective
accounts of the Holders under a Global Note of beneficial interest so accepted,
payment in an amount equal to the purchase price for such Notes (which payment
shall, in the case of the Holders of beneficial interests in a Global Note, be
through the facilities of the Depository), and the Company shall execute and
issue, and the Trustee shall promptly authenticate and mail to such holder, a
new Note equal in principal amount to any untendered portion of the Notes
surrendered and shall issue a Global Note equal in principal amount to any
untendered portion of beneficial interest so surrendered; provided that each
such new Note shall be issued in an original principal amount in denominations
of $1,000 and integral multiples thereof.

            (c) If the Company or any Subsidiary thereof has issued any
outstanding Indebtedness that is subordinated in right of payment to the Notes
or Preferred Stock, and the Company or such Subsidiary is required to make an
offer to purchase in respect of any excess cash flow for any fiscal year, the
Company shall not consummate any such offer or distribution with respect to such
subordinated Indebtedness until such time as the Company shall have paid the
Excess Cash Flow Purchase Price in full to the holders of Notes that have
accepted the Company's Excess Cash Flow Offer and shall otherwise have
consummated the Excess Cash Flow Offer made to holders of the Notes. The Company
will not issue Indebtedness that is subordinated in right of payment to the
Notes or Preferred Stock with distribution provisions requiring the payment of
such Indebtedness or Preferred Stock prior to making and consummating an Excess
Cash Flow Offer under this Indenture.

            (d) Notwithstanding the foregoing:

                  (i) the amount of Excess Cash Flow included in any Excess Cash
Flow Offer shall not exceed:

                        (A) the amount that the Company is permitted to use to
            repurchase Notes in such Excess Cash Flow Offer pursuant to the
            Senior Note Indenture as in effect on the Issue Date; or

                        (B) the amount that LaBranche is permitted to distribute
            to the Company pursuant to the note purchase agreement relating to
            LaBranche's series


                                       58
<PAGE>

            of outstanding unsecured subordinated notes in the aggregate
            principal amount of $15 million (the "$15 million Note Purchase
            Agreement") and the note purchase agreement relating to LaBranche's
            series of outstanding unsecured senior subordinated notes in the
            aggregate principal amount of $20.0 million (the "$20 million Note
            Purchase Agreement" together with the $15 million Note Purchase
            Agreement, the "Note Purchase Agreements"), each as in effect on the
            Issue Date;

                        and

                  (ii) the Company will not be required to make an Excess Cash
Flow Offer for any fiscal year if the amount of such Excess Cash Flow Offer
would be less than $5.0 million;

            provided that any amounts excluded from an Excess Cash Flow Offer
      pursuant to clause (i) or (ii) above shall be carried forward for purposes
      of determining whether an Excess Cash Flow Offer is required with respect
      to subsequent fiscal years and the amount thereof.

            (e) To the extent an Excess Cash Flow Offer is not fully subscribed
to by the Holders, the unsubscribed portion of such Excess Cash Flow may be
retained by the Company and/or used for any purpose, subject to the covenants
contained in the Indenture, and shall be excluded from the calculation of Excess
Cash Flow for any subsequent period.

            (f) The Company will comply, to the extent applicable, with the
requirements of Section 14(e) of the Exchange Act and other applicable laws or
regulations in connection with the purchase of the Notes pursuant to this
covenant. To the extent that the provisions of any applicable laws or
regulations conflict with the provisions of the Indenture, the Company will
comply with the applicable laws and regulations and shall not be deemed to have
breached its obligations described in the Indenture by virtue thereof.

            (g) The Company's ability to make an Excess Cash Flow Offer is
subject to compliance with the restricted payments covenants in the Senior Note
Indenture and the Note Purchase Agreements, and no Default hereunder will occur
on the Notes if the Company fails to make an Excess Cash Flow Offer in order to
comply with these covenants.

                                   ARTICLE V.

                              SUCCESSOR CORPORATION

            Section 5.1. Limitation on Merger, Consolidation and Sale of Assets.

            (a) The Company will not, in a single transaction or series of
related transactions, consolidate or merge with or into any Person, or sell,
assign, transfer, lease, convey or otherwise dispose of (or cause or permit any
Restricted Subsidiary to sell, assign, transfer, lease, convey or otherwise
dispose of) all or substantially all of the Company's assets


                                       59
<PAGE>

(determined on a consolidated basis for the Company and the Restricted
Subsidiaries) whether as an entirety or substantially as an entirety to any
Person unless:

                  (i) either:

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

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

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

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

                  (ii) immediately after giving effect to such transaction and
            the assumption contemplated by clause (i)(B)(y) above (including
            giving effect to any Indebtedness and Acquired Indebtedness Incurred
            or anticipated to be Incurred in connection with or in respect of
            such transaction), the Company or such Surviving Entity, as the case
            may be, shall be able to incur at least $1.00 of additional
            Indebtedness (other than Permitted Indebtedness) pursuant to the
            covenant described under Section 4.6 hereof;

                  (iii) immediately before and immediately after giving effect
            to such transaction and the assumption contemplated by clause
            (i)(B)(y) of this paragraph (a) (including, without limitation,
            giving effect to any Indebtedness and Acquired Indebtedness incurred
            or anticipated to be incurred and any Lien granted in connection
            with or in respect of the transaction), no Default or Event of
            Default shall have occurred or be continuing; and

                  (iv) the Company or the Surviving Entity shall have delivered
            to the Trustee an Officers' Certificate and an Opinion of Counsel,
            each stating that such consolidation, merger, sale, assignment,
            transfer, lease, conveyance or other disposition and, if a
            supplemental indenture is required in connection with such
            transaction, such supplemental indenture comply with the applicable
            provisions of this Indenture and that all conditions precedent in
            this Indenture relating to such transaction have been satisfied.


                                       60
<PAGE>

            (b) Paragraph (a) of this Section 5.1 will not apply to a merger or
consolidation between the Company and a Restricted Subsidiary in which the
Company is the surviving company or between one or more Restricted Subsidiaries
to the extent that a Person that is a Restricted Subsidiary immediately before
and after the transaction is the surviving entity, or to the sale of
substantially all of the assets of a Restricted Subsidiary to the Company or to
a Person that is a Restricted Subsidiary immediately before and after the
transaction. For purposes of this Section 5.1, the transfer by lease,
assignment, sale or otherwise, in a single transaction or series of
transactions, of all or substantially all of the properties or assets of one or
more Restricted Subsidiaries, the Capital Stock of which constitutes all or
substantially all of the properties and assets of the Company, shall be deemed
to be the transfer of all or substantially all of the properties and assets of
the Company.

            Section 5.2. Successor Person Substituted.

            Upon any transaction or series of transactions that are of the type
described in and effected in accordance with, Section 5.1, the Surviving Entity
shall succeed to, and be substituted for, and may exercise every right and power
of, the Company under this Indenture with the same effect as if such Surviving
Entity had been named as the Company herein; and when a Surviving Entity duly
assumes all of the obligations and covenants of the Company pursuant to this
Indenture and the Notes, except in the case of a lease, the predecessor Person
shall be relieved of all such obligations.

                                   ARTICLE VI.

                              DEFAULTS AND REMEDIES

            Section 6.1. Events of Default.

            (a) Each of the following is an "Event of Default":

                  (i) the failure to pay interest (including any Liquidated
            Damages payable under the Registration Rights Agreement) on any
            Notes when the same becomes due and payable and the default
            continues for a period of 30 days, whether or not such payment shall
            be prohibited by the subordination provision of this Indenture;

                  (ii) the failure to pay the principal on any Notes, when such
            principal becomes due and payable, at maturity or otherwise
            (including the failure to make a payment to purchase Notes tendered
            pursuant to a Change of Control Offer, a Net Proceeds Offer or an
            Excess Cash Flow Offer), whether or not such payment shall be
            prohibited by the subordination provision of this Indenture;

                  (iii) a default in the observance or performance of the
            covenant described under Section 5.1 hereof;

                  (iv) a default in the observance or performance of any other
            covenant or agreement contained in this Indenture, which default
            continues for a period of 45 calendar days after the Company
            receives written notice specifying the default


                                       61
<PAGE>

            from the Trustee or the Holders of at least 25% of the outstanding
            principal amount of the Notes;

                  (v) a default under any mortgage, indenture or instrument
            under which there may be issued or by which there may be secured or
            evidenced any Indebtedness of the Company or of any Restricted
            Subsidiary (or the payment of which is guaranteed by the Company or
            any Restricted Subsidiary), whether such Indebtedness now exists or
            is created after the Issue Date, which default:

                        (A) is caused by failure to pay principal of such
            Indebtedness after any applicable 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 the aggregate principal amount of any Indebtedness to which
            clause (A) or (B) applies at the relevant time, exceeds $10.0
            million;

                  (vi) one or more judgments in an aggregate amount in excess of
            $10.0 million shall have been rendered against the Company or any of
            the Restricted Subsidiaries and such judgements remain undischarged,
            unpaid or unstayed for a period of 45 calendar days after such
            judgment or judgments become final and nonappealable;

                  (vii) the entry by a court having jurisdiction in the premises
            of (A) a decree or order for relief in respect of the Company or any
            Significant Subsidiary of the Company in an involuntary case or
            proceeding under the SIPA or any Bankruptcy Law or (B) a decree or
            order (1) adjudging the Company or any Significant Subsidiary of the
            Company bankrupt or insolvent, (2) approving as properly filed a
            petition seeking reorganization, arrangement, adjustment or
            composition of, or in respect of, the Company or any Significant
            Subsidiary of the Company under any Bankruptcy Law, (3) appointing a
            Bankruptcy Custodian of the Company or any Significant Subsidiary of
            the Company or of any substantial part of the property of the
            Company or any Significant Subsidiary of the Company, or (4)
            ordering the winding-up or liquidation of the affairs of the Company
            or any Significant Subsidiary of the Company, and in each case, the
            continuance of any such decree or order for relief or any such other
            decree or order unstayed and in effect for a period of 60
            consecutive calendar days;

                  (viii) (A) the commencement by the Company or any Significant
            Subsidiary of the Company of a voluntary case or proceeding under
            the SIPA or any Bankruptcy Law or of any other case or proceeding to
            be adjudicated bankrupt or insolvent, (B) the consent by the Company
            or any Significant Subsidiary of the Company to the entry of a
            decree or order for relief in respect of the Company or any
            Significant Subsidiary of the Company in an involuntary case or
            proceeding under the SIPA or any Bankruptcy Law or to the


                                       62
<PAGE>

            commencement of any bankruptcy or insolvency case or proceeding
            against the Company or any Significant Subsidiary of the Company,
            (C) the filing by the Company or any Significant Subsidiary of the
            Company of a petition or answer or consent seeking reorganization or
            relief under the SIPA or any Bankruptcy Law, (D) the consent by the
            Company or any Significant Subsidiary of the Company to the filing
            of such petition or to the appointment of or taking possession by a
            Bankruptcy Custodian of the Company or any Significant Subsidiary of
            the Company or of any substantial part of the property of the
            Company or any Significant Subsidiary of the Company, (E) the making
            by the Company or any Significant Subsidiary of the Company of an
            assignment for the benefit of creditors, (F) the admission by the
            Company or any Significant Subsidiary of the Company in writing of
            its inability to pay its debts generally as they become due, (G) the
            approval by stockholders of the Company or any Significant
            Subsidiary of the Company of any plan or proposal for the
            liquidation or dissolution of the Company or any Significant
            Subsidiary of the Company, or (H) the taking of corporate action by
            the Company or any Significant Subsidiary of the Company in
            furtherance of any such action;

                  (ix) the making of an application by the SIPC for a decree
            adjudicating that customers of the Company are in need of protection
            under the SIPA and the failure of the Company to obtain the
            dismissal of such application within 30 calendar days;

                  (x) LaBranche is not a specialist broker in good standing with
            the NYSE;

                  (xi) the SEC revokes the registration of LaBranche as a
            broker-dealer under the Exchange Act or LaBranche fails to maintain
            such registration; or

                  (xii) the Examining Authority (as defined in Rule 15c3-1) for
            the Company shall suspend (and not reinstate within 10 calendar
            days) or revoke LaBranche's status as a member organization thereof.

The foregoing will constitute Events of Default whatever the reason for any such
Event of Default and whether it is voluntary or involuntary or is effected by
operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body.

            (b) The Company shall deliver to the Trustee upon becoming aware of
any Default or Event of Default written notice in the form of an Officers'
Certificate of any Default or Event of Default that has occurred and, if
applicable, the Company shall also describe such Default or Event of Default and
the status thereof (provided that the Company shall provide such certification
at least annually whether or not it knows of any Default or Event of Default).

            Section 6.2. Acceleration.

            (a) If an Event of Default (other than an Event of Default specified
in clauses (vii), (viii) or (ix) of Section 6.1) shall occur and be continuing,
the Trustee or the


                                       63
<PAGE>

Holders of at least 25% in principal amount of outstanding Notes may declare the
principal of, and accrued interest on, all the Notes to be due and payable by
notice in writing to the Company and (if given by the Holders) the Trustee,
specifying the respective Events of Default and that it is a "notice of
acceleration," and the same shall become immediately due and payable. If an
Event of Default specified in clauses (vii), (viii) or (ix) of Section 6.1
occurs and is continuing, then all unpaid principal of, and accrued and unpaid
interest on, all of the outstanding Notes shall become and be immediately due
and payable without any declaration or other act on the part of the Trustee or
any Holder.

            (b) At any time after a declaration of acceleration with respect to
the Notes as described in the preceding paragraph, the Holders of a majority in
principal amount of the then outstanding Notes may rescind and cancel such
declaration and its consequences:

                  (i) if the rescission would not conflict with any judgment or
            decree;

                  (ii) if all existing Events of Default have been cured or
            waived except nonpayment of principal or interest that has become
            due solely because of the acceleration;

                  (iii) to the extent payment of such interest is lawful, if
            interest on overdue installments of interest and overdue principal,
            which has become due otherwise than by such declaration of
            acceleration, has been paid;

                  (iv) if the Company has paid the Trustee its reasonable
            compensation and reimbursed the Trustee for its expenses,
            disbursements and advances; and

                  (v) in the event of the cure or waiver of an Event of Default
            of the type described in clauses (vii), (viii) or (ix) of Section
            6.1, the Trustee shall have received an officers' certificate and an
            opinion of counsel that such Event of Default has been cured or
            waived.

No such rescission shall affect any subsequent Default or impair any right
consequent thereto.

            (c) The Holders of a majority in principal amount of the then
outstanding Notes may waive any existing Default or Event of Default under this
Indenture, and its consequences, except a default in the payment of the
principal of or interest on any Notes.

            (d) Holders of the Notes may not enforce this Indenture or the Notes
except as provided in this Indenture and under the TIA. Subject to the
provisions of this Indenture relating to the duties of the Trustee, the Trustee
is under no obligation to exercise any of its rights or powers under this
Indenture at the request, order or direction of any of the Holders, unless such
Holders have offered to the Trustee reasonable indemnity. Subject to all
provisions of this Indenture and applicable law, the Holders of a majority in
aggregate principal amount of the then outstanding Notes have the right to
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee or exercising any trust or power conferred on the
Trustee.


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<PAGE>

            Section 6.3. Other Remedies.

            If an Event of Default occurs and is continuing, the Trustee may
pursue any available remedy by proceeding at law or in equity to collect the
payment of principal, Change of Control Purchase Price or Excess Cash Flow
Purchase Price of, and accrued interest on, the Notes or to enforce the
performance of any provision of the Notes or this Indenture and may take any
necessary action requested of it as Trustee to settle, compromise, adjust or
otherwise conclude any proceedings to which it is a party. The Trustee may
maintain a proceeding even if it does not possess any of the Notes or does not
produce any of them in the proceeding. A delay or omission by the Trustee or any
Holder in exercising any right or remedy 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. No remedy is exclusive of any other remedy. All available
remedies are cumulative to the extent permitted by law.

            Section 6.4. Waiver of Past Defaults and Events of Default.

            Subject to Sections 6.2, 6.7 and 8.2 hereof, the Holders of not less
than a majority in aggregate principal amount of the outstanding Notes may on
behalf of the Holders of all the Notes waive any past Default under this
Indenture and its consequences, except a Default (1) in any payment in respect
of the principal, Change of Control Purchase Price or Excess Cash Flow Purchase
Price of, and accrued interest on, any Notes (including any Note or portion
thereof which is required to have been purchased pursuant to a Change of Control
Offer to Purchase or Excess Cash Flow Offer which has been made by the Company),
or (2) in respect of a covenant or provision hereof which under this Indenture
cannot be modified or amended without the consent of the Holder of each
outstanding Note affected. Upon any such waiver, such Default shall cease to
exist, and any Event of Default arising therefrom shall be deemed to have been
cured for every purpose of this Indenture, but no such waiver shall extend to
any subsequent or other Default or Event of Default or impair any right
consequent thereto.

            Section 6.5. Control by Majority.

            The Holders of a majority in principal amount of the Notes then
outstanding may direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee or exercising any trust or power
conferred on the Trustee by this Indenture. The Trustee, however, may refuse to
follow any direction that conflicts with law or this Indenture or that the
Trustee determines may be unduly prejudicial to the rights of another Holder not
taking part in such direction, and the Trustee shall have the right to decline
to follow any such direction if the Trustee, being advised by counsel,
determines that the action so directed may not lawfully be taken or if the
Trustee in good faith shall, by a Trust Officer, determine that the proceedings
so directed, or the exercise of such trust or power, may involve it in personal
liability; provided that the Trustee may take any other action deemed proper by
the Trustee which is not inconsistent with such direction.

            Section 6.6. Limitation on Suits.

            Subject to Section 6.7 hereof, no Holder of any Note will have any
right to institute any proceeding with respect to this Indenture or for any
remedy thereunder, unless such


                                       65
<PAGE>

Holder shall have previously given to the Trustee written notice of a continuing
Event of Default and unless the Holders of at least 25% in aggregate principal
amount of the outstanding Notes shall have made written request, and offered
reasonable indemnity, to the Trustee to institute such proceeding as Trustee,
and the Trustee shall not have received from the Holders of a majority in
aggregate principal amount of the outstanding Notes a direction inconsistent
with such request and the Trustee shall have failed to institute such proceeding
within 60 calendar days. A Holder may not use this Indenture to prejudice the
rights of another Holder or to obtain a preference or priority over another
Holder.

            Section 6.7. Rights of Holders To Receive Payment.

            Notwithstanding any other provision of this Indenture, the right of
any Holder of a Note to receive payment of principal, Change of Control Purchase
Price or Excess Cash Flow Purchase Price of, and accrued interest on, the Note
on or after the respective due dates expressed in the Note, or to bring suit for
the enforcement of any such payment on or after such respective dates, is
absolute and unconditional and shall not be impaired or affected without the
consent of the Holder.

            Section 6.8. Collection Suit by Trustee.

            If an Event of Default in payment of principal, Change of Control
Purchase Price or Excess Cash Flow Purchase Price of, or accrued interest on,
the Notes specified in Section 6.1(a)(i) or (ii) hereof occurs and is
continuing, the Trustee may recover judgment in its own name and as trustee of
an express trust against the Company (or any other obligor on the Notes) for the
whole amount of unpaid principal, Change of Control Purchase Price or Excess
Cash Flow Purchase Price of, and accrued interest on, the Notes remaining
unpaid, together with interest on overdue principal, Change of Control Purchase
Price or Excess Cash Flow Purchase Price, and, to the extent that payment of
such interest is lawful, interest on overdue installments of interest, in each
case at the rate then borne by the Notes, and such further amounts 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, including all sums due and owing to the Trustee pursuant
to Section 7.7.

            Section 6.9. Trustee May File Proofs of Claim.

            The Trustee may file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Holders allowed in any judicial proceedings relative to the Company (or any
other obligor upon the Notes), their creditors or their property and shall be
entitled and empowered to collect and receive any monies or other property
payable or deliverable on any such claims and to distribute the same after
deduction of its reasonable charges and expenses to the extent that any such
charges and expenses are not paid out of the estate in any such proceedings 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


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<PAGE>

and counsel, and any other amounts due the Trustee under Section 7.7 hereof.
Nothing herein contained shall be deemed to authorize the Trustee to authorize
or consent to or accept or adopt on behalf of any Holder any plan or
reorganization, arrangement, adjustment or composition affecting the Notes or
the rights of any Holder thereof, or to authorize the Trustee to vote in respect
of the claim of any Holder in any such proceedings.

            Section 6.10. Priorities.

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

                        FIRST: to the Trustee for amounts due under Section 7.7
            hereof;

                        SECOND: if the Holders proceed against the Company
            directly without the Trustee in accordance with this Indenture, to
            Holders for their collection costs;

                        THIRD: to Holders for amounts due and unpaid on the
            Notes for principal, Change of Control Purchase Price or Excess Cash
            Flow Purchase Price of, and accrued interest (which shall include
            any Liquidated Damages as provided in the Registration Rights
            Agreement) as to each, ratably, without preference or priority of
            any kind, according to the amounts due and payable on, the Notes;
            and

                        FOURTH: to the Company.

            (b) The Trustee may fix a record date and payment date for any
            payment to Holders pursuant to this Section 6.10.

            Section 6.11. Undertaking for Costs.

            In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees, 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
pursuant to Section 6.7 hereof or a suit by Holders of more than 10% in
principal amount of the Notes then outstanding.

            Section 6.12. Restoration of Rights and Remedies.

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


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<PAGE>

                                  ARTICLE VII.

                                     TRUSTEE

            Section 7.1. Duties of Trustee.

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

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

                  (i) 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.

                  (ii) 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 but, in the case of any such certificates or
            opinions which by any provision hereof are specifically required to
            be furnished to the Trustee, the Trustee shall be under a duty to
            examine the same to determine whether or not they conform to the
            requirements of this Indenture (but need not confirm or investigate
            the accuracy of mathematical calculations or other facts stated
            therein).

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

                  (i) This paragraph does not limit the effect of paragraph (b)
            of this Section 7.1.

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

                  (iii) The Trustee shall not be liable with respect to any
            action it takes or omits to take in good faith in accordance with a
            direction received by it pursuant to Sections 6.2 and 6.5 hereof.

                  (iv) No provision of this Indenture shall require the Trustee
            to expend or risk its own funds or otherwise incur any financial
            liability in the performance of any of its rights or powers if it
            shall have reasonable grounds for believing that repayment of such
            funds or adequate indemnity satisfactory to it against such risk or
            liability is not reasonably assured to it.


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<PAGE>

            (d) Whether or not therein expressly so provided, paragraphs (a),
(b), (c), (e), (f) and (g) of this Section 7.1 shall govern every provision of
this Indenture that in any way relates to the Trustee.

            (e) The Trustee may refuse to perform any duty or exercise any right
or power unless it receives indemnity reasonably satisfactory to it against any
loss, liability, expense or fee.

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

            (g) The Trustee shall not be deemed to have notice of any fact or
matter with respect hereto, including without limitation, the occurrence of a
Default or Event of Default, unless such fact or matter is actually known by a
Trust Officer charged with responsibility for administering this Indenture or
unless in writing received by a Trust Officer and making specific reference to
this Indenture.

            Section 7.2. Rights of Trustee.

            Subject to Section 7.1 hereof:

            (a) The Trustee may rely on and shall be protected in acting or
refraining from acting upon any document (including without limitation any
Company Order or Officers' Certificate) reasonably believed by it to be genuine
and to have been signed or presented by the proper person. The Trustee need not
investigate any fact or matter stated in any document.

            (b) Before the Trustee acts or refrains from acting, including
whenever the Trustee deems it desirable that a matter be proved or established
prior to it acting or refraining from acting, it may require an Officers'
Certificate or an Opinion of Counsel, or both, which shall conform to the
provisions of Section 10.5 hereof. The Trustee shall be protected and shall not
be liable for any action it takes or omits to take in good faith in reliance on
such certificate or opinion.

            (c) The Trustee may act through agents and shall not be responsible
for the misconduct or negligence of any agent (other than the negligence or
willful misconduct of an agent who is an employee of the Trustee) appointed by
it with due care.

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

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


                                       69
<PAGE>

            Section 7.3. Individual Rights of Trustee.

            The Trustee in its individual or any other capacity may become the
owner or pledgee of Notes and may make loans to, accept deposits from, perform
services for or otherwise deal with the Company, or any Affiliates thereof, with
the same rights it would have if it were not Trustee. Any Agent may do the same
with like rights. The Trustee, however, shall be subject to Sections 7.10 and
7.11 hereof.

            Section 7.4. Trustee's Disclaimer.

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

            Section 7.5. Notice of Defaults.

            If a Default occurs and is continuing and if it is known to the
Trustee, the Trustee shall mail to each Holder notice of the Default within 90
calendar days after it occurs. Except in the case of a Default in payment of the
principal or Purchase Price of, and accrued interest on, any Note, the Trustee
may withhold the notice if and so long as the board of directors of the Trustee,
the executive committee or any trust committee of such board and/or its Trust
Officers in good faith determine(s) that withholding the notice is in the
interest of the Holders.

            Section 7.6. Reports by Trustee to Holders.

            If required by TIA ss.313(a), within 60 calendar days after May 15
of any year, commencing the May 15th following the date of this Indenture, the
Trustee shall mail to each Holder a brief report dated as of such May 15 that
complies with TIA ss.313(a). The Trustee also shall comply with TIA
ss.313(b)(2). The Trustee shall also transmit by mail all reports as required by
TIA ss.313(c) and TIA ss.313(d). A copy of each report at the time of its
mailing to Holders shall be filed with the SEC and each stock exchange on which
the Notes are listed. The Company shall promptly notify the Trustee when the
Notes are listed on any stock exchange.

            Section 7.7. Compensation and Indemnity.

            (a) The Company shall pay to the Trustee from time to time such
reasonable compensation as shall be agreed in writing between the Company and
the Trustee for its services hereunder (which compensation shall not be limited
by any provision of law in regard to the compensation of a trustee of an express
trust). The Company shall reimburse the Trustee upon request for all reasonable
disbursements, expenses and advances incurred or made by it in connection with
its duties under this Indenture, including the reasonable compensation,
disbursements and expenses of the Trustee's agents and counsel.

            (b) The Company agrees to indemnify each of the Trustee and any
predecessor Trustee for, and hold it harmless against, any and all loss, damage,
claim, liability, reasonable expense (including but not limited to reasonable
attorneys' fees and expenses) or


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<PAGE>

taxes (other than taxes based on the income of the Trustee) incurred by it in
connection with the acceptance or performance of its duties under this Indenture
including the reasonable costs and expenses of defending itself against any
claim or liability in connection with the exercise or performance of any of its
powers or duties hereunder (including, without limitation, settlement costs).
The Trustee shall notify the Company in writing promptly of any claim asserted
against the Trustee for which it may seek indemnity. However, the failure by the
Trustee to so notify the Company shall not relieve the Company of their
obligations hereunder unless and to the extent such failure results in the
forfeiture by the Company of substantial rights and defenses.

            (c) Notwithstanding the foregoing, the Company need not reimburse
the Trustee for any expense or indemnify it against any loss or liability
incurred by the Trustee through its negligence or bad faith. To secure the
payment obligations of the Company in this Section 7.7, the Trustee shall have a
lien prior to the Notes on all money or property held or collected by the
Trustee in its capacity as such, except such money or property held in trust to
pay principal, Change of Control Purchase Price or Excess Cash Flow Purchase
Price of, and accrued interest on, particular Notes. The obligations of the
Company under this Section 7.7 to compensate and indemnify the Trustee and each
predecessor Trustee and to pay or reimburse the Trustee and each predecessor
Trustee for expenses, disbursements and advances shall survive the satisfaction
and discharge of this Indenture, including the termination or rejection hereof
in any bankruptcy proceeding to the extent permitted by law.

            (d) When the Trustee incurs expenses or renders services after an
Event of Default specified in Section 6.1(a)(vii), (viii) or (ix) hereof occurs,
the expenses and the compensation for the services are intended to constitute
expenses of administration under the SIPA or any Bankruptcy Law.

            (e) For purposes of this Section 7.7, the term "Trustee" shall
include any trustee appointed pursuant to Article IX.

            Section 7.8. Replacement of Trustee.

            (a) The Trustee may resign by so notifying the Company in writing,
such resignation to become effective upon the appointment of a successor
Trustee. The Holders of a majority in principal amount of the outstanding Notes
may remove the Trustee by notifying the removed Trustee in writing and may
appoint a successor Trustee with the Company's written consent which consent
shall not be unreasonably withheld. The Company may remove the Trustee at its
election if:

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

                  (ii) the Trustee is adjudged a bankrupt or an insolvent;

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

                  (iv) the Trustee otherwise becomes incapable of acting.


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<PAGE>

            (b) If the Trustee resigns or is removed or if a vacancy exists in
the office of Trustee for any reason, the Company shall promptly appoint a
successor Trustee.

            (c) If a successor Trustee does not take office within 60 calendar
days after the retiring Trustee resigns or is removed, the retiring Trustee, the
Company or any Holder of outstanding Notes may petition any court of competent
jurisdiction for the appointment of a successor Trustee. If the Trustee fails to
comply with Section 7.10 hereof, any Holder may petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor
Trustee.

            (d) A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company.

            (e) Immediately following such delivery, the retiring Trustee shall,
subject to its rights under Section 7.7 hereof, transfer all property held by it
as Trustee to the successor Trustee, the resignation or removal of the retiring
Trustee shall become effective, and the successor Trustee shall have all the
rights, powers and duties of the Trustee under this Indenture. A successor
Trustee shall mail notice of its succession to each Holder. Notwithstanding
replacement of the Trustee pursuant to this Section 7.8, the Company'
obligations under Section 7.7 hereof shall continue for the benefit of the
retiring Trustee.

            Section 7.9. Successor Trustee by Consolidation, Merger or
Conversion.

            If the Trustee consolidates with, merges or converts into, or
transfers all or substantially all of its corporate trust assets to, another
corporation or national banking association, subject to Section 7.10 hereof, the
successor corporation or national banking association without any further act
shall be the successor Trustee.

            Section 7.10. Eligibility; Disqualification.

            This Indenture shall always have a Trustee who satisfies the
requirements of TIA ss. 310(a)(1), (2) and (5) in every respect. The Trustee
shall have a combined capital and surplus of at least $100,000,000 as set forth
in its most recent published annual report of condition. The Trustee shall
comply with TIA ss.310(b), including the provision in TIA ss.310(b)(1); provided
that there shall be excluded from the operation of TIA ss.310(b)(1) any
indenture or indentures under which other securities, or conflicts of interest
or participation in other securities, of the Company are outstanding if the
requirements for exclusion set forth in TIA ss.310(b)(1) are met.

            Section 7.11. Preferential Collection of Claims Against Company.

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


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<PAGE>

            Section 7.12. Paying Agents.

            The Company shall cause each Paying Agent other than the Trustee or
an Affiliate of the Trustee to execute and deliver to it and the Trustee an
instrument in which such agent shall agree with the Trustee, subject to the
provisions of this Section 7.12:

            (a) that it will hold all sums held by it as agent for the payment
of principal, Change of Control Purchase Price or Excess Cash Flow Purchase
Price of, and accrued interest on, the Notes (whether such sums have been paid
to it by the Company or by any obligor on the Notes) in trust for the benefit of
Holders of the Notes or the Trustee;

            (b) that it will at any time during the continuance of any Event of
Default, upon written request from the Trustee, deliver to the Trustee all sums
so held in trust by it together with a full accounting thereof; and

            (c) that it will give the Trustee written notice within three
Business Days of any failure of the Company (or by any obligor on the Notes) in
the payment of any installment of the principal, Change of Control Purchase
Price or Excess Cash Flow Purchase Price of, and accrued interest on, the Notes
when the same shall be due and payable.

                                  ARTICLE VIII.

                        AMENDMENT, SUPPLEMENT AND WAIVER

            Section 8.1. Without Consent of Holders.

            (a) Without the consent of any Holders, the Company, and the
Trustee, at any time and from time to time, may enter into one or more
indentures supplemental to this Indenture for any of the following purposes:

                  (i) to evidence the succession of another Person to the
            Company and the assumption by any such successor of the covenants of
            the Company in this Indenture and in the Notes; or

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

                  (iii) to add additional Events of Default; or

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

                  (v) to evidence and provide for the acceptance of appointment
            under this Indenture by a successor Trustee; or

                  (vi) to secure the Notes; or


                                       73
<PAGE>

                  (vii) to cure any ambiguity, to correct or supplement any
            provision in this Indenture which may be defective or inconsistent
            with any other provision in this Indenture, or to make any other
            provisions with respect to matters or questions arising under this
            Indenture, provided that such actions pursuant to this clause shall
            not adversely affect the interests of the Holders in any material
            respect; or

                  (viii) to provide for the issuance of the Series B Notes,
            which will have terms substantially identical to the other
            outstanding Notes except for the requirement of a Private Placement
            Legend and related transfer restrictions under the Securities Act
            and this Indenture and as to the applicability of additional
            interest payable as provided in Section 2.13, and which will be
            treated, together with any other outstanding Notes, as a single
            issue of securities; or

                  (ix) to comply with any requirements of the SEC in order to
            effect and maintain the qualification of this Indenture under the
            Trust Indenture Act.

            (b) The Trustee is hereby authorized to join with the Company in the
execution of any supplemental indenture authorized or permitted by the terms of
this Indenture and to make any further appropriate agreements and stipulations
which may be therein contained, but the Trustee shall not be obligated to enter
into any such supplemental indenture which adversely affects its own rights,
duties or immunities under this Indenture.

            Section 8.2. With Consent of Holders.

            (a) With the consent of the Holders of not less than a majority in
aggregate principal amount of the outstanding Notes, the Company and the Trustee
may enter into an indenture or indentures supplemental to this Indenture for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of this Indenture or of modifying in any manner the rights of
the Holders under this Indenture, including the definitions therein; provided,
however, that no such supplemental indenture shall, without the consent of the
Holder of each outstanding Note affected thereby:

                  (i) change the Stated Maturity of any Note or of any
            installment of interest on any Note, or reduce the amount payable in
            respect of the principal thereof or the rate of interest thereon or
            any premium payable thereon, or reduce the amount that would be due
            and payable on acceleration of the maturity thereof, or change the
            place of payment where, or the coin or currency in which, any Note
            or any premium or interest thereon is payable, or impair the right
            to institute suit for the enforcement of any such payment on or
            after the Stated Maturity thereof; or

                  (ii) reduce the percentage in aggregate principal amount of
            the outstanding Notes, the consent of whose Holders is required for
            any such supplemental indenture, or the consent of whose Holders is
            required for any waiver (of compliance with certain provisions of
            this Indenture or certain defaults hereunder and their consequences)
            provided for in this Indenture; or


                                       74
<PAGE>

                  (iii) modify in a manner adverse to the Holders the
            obligations of the Company to make a Change of Control Offer to
            Purchase upon a Change of Control, an Excess Cash Flow Offer or a
            Net Proceed Offer upon an Asset Sale; or

                  (iv) subordinate, in right of payment, the Notes to any other
            Indebtedness of the Company; or

                  (v) modify any of the provisions of this proviso to Section
            8.2 or provisions relating to waiver of defaults or certain
            covenants contained in Section 6.2, 6.4 or 6.7 hereof, except to
            increase any such percentage required for such actions or to provide
            that certain other provisions of this Indenture cannot be modified
            or waived without the consent of the Holder of each outstanding Note
            affected thereby.

            (b) After a modification, amendment, supplement or waiver under this
Section 8.2 becomes effective, the Company shall mail to the Holders a notice
briefly describing the modification, amendment, supplement or waiver. Any
failure of the Company to mail such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such modification,
amendment, supplement or waiver.

            (c) It shall not be necessary for the consent of the Holders under
this Section 8.2 to approve the particular form of any proposed amendment,
modification, supplement or waiver, but it shall be sufficient if such consent
approves the substance thereof.

            Section 8.3. Compliance with Trust Indenture Act.

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

            Section 8.4. Revocation and Effect of Consents.

            (a) Until a modification, amendment, supplement, waiver or other
action becomes effective, a consent to it by a Holder of a Note is a continuing
consent conclusive and binding upon such Holder and every subsequent Holder of
the same Note or portion thereof, and of any Note issued upon the transfer
thereof or in exchange therefor or in place thereof, even if notation of the
consent is not made on any such Note. Any such Holder or subsequent Holder,
however, may revoke the consent as to his Note or portion of a Note, if the
Trustee receives the notice of revocation before the date the modification,
amendment, supplement, waiver or other action becomes effective.

            (b) The Company may, but shall not be obligated to, fix a record
date for the purpose of determining the Holders entitled to consent to any
modification, amendment, supplement, or waiver. If a record date is fixed, then,
notwithstanding the preceding paragraph, those Persons who were Holders at such
record date (or their duly designated proxies), and only such Persons, shall be
entitled to consent to such modification, amendment, supplement, or waiver or to
revoke any consent previously given, whether or not such Persons continue to be
Holders after such record date. No such consent shall be valid or effective for
more than 120


                                       75
<PAGE>

calendar days after such record date unless the consent of the
requisite number of Holders has been obtained. After a modification, amendment,
supplement, waiver or other action becomes effective, it shall bind every
Noteholder.

            Section 8.5. Notation on or Exchange of Notes.

            If a modification, amendment, supplement or waiver changes the terms
of a Note, the Trustee may request the Holder of the Note to deliver it to the
Trustee. In such case, the Trustee shall place an appropriate notation on the
Note about the changed terms and return it to the Holder. Alternatively, if the
Company or the Trustee so determine, the Company in exchange for the Note shall
issue and the Trustee shall authenticate a new Note that reflects the changed
terms. Failure to make the appropriate notation or issue a new Note shall not
affect the validity and effect of such modification, amendment, supplement or
waiver.

            Section 8.6. Trustee To Sign Amendments, etc.

            The Trustee shall sign any modification, amendment, supplement or
waiver authorized pursuant to this Indenture if the modification, amendment,
supplement or waiver does not adversely affect the rights, duties, liabilities
or immunities of the Trustee. If it does, the Trustee may, but need not, sign
it. In signing or refusing to sign such modification, amendment, supplement or
waiver, the Trustee shall be entitled to receive and, subject to Section 7.1
hereof, shall be fully protected in relying upon an Officers' Certificate and an
Opinion of Counsel stating that such modification, amendment, supplement or
waiver is authorized or permitted by this Indenture and such supplemental
indenture constitutes the legal, valid and binding obligation of the Company
enforceable against each of them in accordance with its terms (subject to
customary exceptions). The Company may not sign a modification, amendment or
supplement until the Board of Directors of the Company approves it.

                                   ARTICLE IX.

                       DISCHARGE OF INDENTURE; DEFEASANCE

            Section 9.1. Discharge of Indenture.

            (a) The Company may terminate its obligations under this Indenture,
except the obligations referred to in the last paragraph of this Section 9.1
when (i) either: (A) all Notes theretofore authenticated and delivered have been
delivered to the Trustee for cancellation, or (B) all such Notes not theretofore
delivered to the Trustee for cancellation (1) have become due and payable, or
(2) will become due and payable within 60 calendar days, and the Company has
irrevocably deposited or caused to be deposited with the Trustee funds in an
amount sufficient to pay and discharge the entire indebtedness on the Notes, not
theretofore delivered to the Trustee for cancellation, for principal of, and
accrued interest on, the Notes to the Stated Maturity; (ii) the Company has paid
or caused to be paid all other sums then due and payable hereunder by the
Company; and (iii) the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent under this Indenture relating to the satisfaction and discharge of
this Indenture have been complied with.


                                       76
<PAGE>

            (b) After such delivery the Trustee upon request shall acknowledge
in writing the satisfaction and discharge of the Company's obligations under the
Notes and this Indenture except for those surviving obligations specified below.

            (c) Notwithstanding the satisfaction and discharge of this
Indenture, the obligations of the Company in Sections 2.2, 2.3, 2.4, 2.5, 2.6,
2.7, 2.8, 2.9, 2.13, 4.16, 9.5, 9.6 and 9.8, the rights, powers, duties and
immunities of the Trustee hereunder (including claims of, or payments to, the
Trustee under or pursuant to Section 7.7 hereof), the provisions of Article III
and the Trustee's and Paying Agent's obligations in Section 9.8 shall survive
until the Notes are no longer outstanding. Upon such satisfaction and discharge,
only the obligations of the Company in Sections 2.9, 7.7, 9.5, 9.6 and 9.8
hereof shall survive.

            Section 9.2. Legal Defeasance.

            The Company may at its option be discharged from its obligations
with respect to the Notes on the date the conditions set forth in Section 9.4
below are satisfied (hereinafter, "Legal Defeasance"). For this purpose, such
Legal Defeasance means that the Company shall be deemed to have paid and
discharged the entire indebtedness represented by the Notes and to have
satisfied all its other obligations under such Notes and this Indenture insofar
as such Notes are concerned (and the Trustee, at the expense of the Company,
shall, subject to Section 9.6 hereof, execute proper instruments acknowledging
the same), except for the following which shall survive until otherwise
terminated or discharged hereunder: (i) the rights of Holders of outstanding
Notes to receive solely from the trust funds described in Section 9.4 hereof and
as more fully set forth in such Section, payments in respect of the principal or
Purchase Price of, and accrued interest on, such Notes when such payments are
due, (ii) the Company's obligations with respect to such Notes under Sections
2.3, 2.4, 2.5, 2.6, 2.7, 2.8 and 4.16 hereof, (iii) the rights, powers, trusts,
duties and immunities of the Trustee hereunder (including claims of, or payments
to, the Trustee under or pursuant to Section 7.7 hereof), (iv) Article III and
(v) this Article IX. Subject to compliance with this Article IX, the Company may
exercise their option under this Section 9.2 with respect to the Notes
notwithstanding the prior exercise of its option under Section 9.3 below with
respect to the Notes.

            Section 9.3. Covenant Defeasance.

            At the option of the Company, the Company shall be released from
their respective obligations under Sections 4.2 through 4.15 hereof, inclusive,
Sections 4.17 and 4.18, clause (a)(ii) of Section 5.1 hereof (with respect to
Sections 4.2 through 4.15 hereof, inclusive, and Sections 4.17 and 4.18),
Section 6.1(a)(iii) only to the extent related to compliance with clause (a)(ii)
of Section 5.1 and Section 6.1(a)(vi), with respect to the outstanding Notes on
and after the date the conditions set forth in Section 9.4 hereof are satisfied
(hereinafter, "Covenant Defeasance"), any omission to comply with such
obligations shall not constitute a Default or Event of Default, and the Notes
shall thereafter be deemed not to be outstanding for purposes of any direction,
waiver, consent, declaration or act of the Holders (and the consequences
thereof) in connection with such covenants but shall continue to be outstanding
for all other purposes hereunder. For this purpose, such Covenant Defeasance
means that the Company may omit to comply with and shall have no liability in
respect of any term, condition or limitation set forth in any such specified
Section or portion thereof, whether directly or indirectly by reason of any
reference elsewhere herein to any such specified Section or portion thereof or
by reason of any


                                       77
<PAGE>

reference in any such specified Section or portion thereof to any other
provision herein or in any other document, but the remainder of this Indenture
and the Notes shall be unaffected thereby.

            Section 9.4. Conditions to Legal Defeasance or Covenant Defeasance.

            The following shall be the conditions to application of Section 9.2
or Section 9.3 hereof to the outstanding Notes:

            (1) the Company must irrevocably have deposited or caused to be
deposited with the Trustee (or another trustee satisfying the requirements of
Section 7.10 hereof who shall agree to comply with the provisions of this
Article IX applicable to it) as trust funds in trust for the purpose of making
the following payments, specifically pledged as security for, and dedicated
solely to the benefits of the Holders of such Notes: (A) money in an amount, or
(B) U.S. Government Obligations which through the scheduled payment of principal
and interest in respect thereof in accordance with their terms will provide, not
later than the due date of any payment, money in an amount, or (C) a combination
thereof, in each case sufficient without reinvestment, in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, to pay and discharge,
and which shall be applied by the Trustee (or other qualifying trustee) to pay
and discharge, the entire indebtedness in respect of the principal, Change of
Control Purchase Price or Excess Cash Flow Purchase Price of, and accrued
interest on, such Notes on the Stated Maturity thereof in accordance with the
terms of this Indenture and such Notes;

            (2) in the case of Legal Defeasance, the Company shall have
delivered to the Trustee an Opinion of Counsel stating that (A) the Company have
received from, or there has been published by, the Internal Revenue Service a
ruling or (B) since the date of this Indenture, there has been a change in the
applicable federal income tax law, in either case (A) or (B) to the effect that,
and based thereon such opinion shall confirm that, the Holders of such Notes
will not recognize gain or loss for federal income tax purposes as a result of
the Legal Defeasance to be effected with respect to such Notes and will be
subject to federal income tax on the same amount, in the same manner and at the
same times as would be the case if such Legal Defeasance were not to occur;

            (3) in the case of Covenant Defeasance, the Company shall have
delivered to the Trustee an Opinion of Counsel (i) to the effect that the
Holders of such outstanding Notes will not recognize gain or loss for federal
income tax purposes as a result of the Covenant Defeasance to be effected with
respect to such Notes and will be subject to federal income tax on the same
amount, in the same manner and at the same times as would be the case if such
Covenant Defeasance were not to occur or (ii) that the Company has received
from, or there has been published by, the Internal Revenue Service a ruling to
the foregoing effect;

            (4) no Default or Event of Default with respect to the outstanding
Notes shall have occurred and be continuing at the time of such deposit after
giving effect thereto or, in the case of Legal Defeasance, either: (A) the
Company shall have delivered to the Trustee an Opinion of Counsel to the effect
that, based upon existing precedents, if the matter were properly briefed, a
court should hold that the deposit of moneys and/or U.S. Government Obligations
as


                                       78
<PAGE>

provided in clause (1) of this Section 9.4 would not constitute a preference
voidable under Section 547 or 548 of the federal bankruptcy laws; or (B) no
Default or Event of Default relating to bankruptcy or insolvency shall have
occurred and be continuing at any time on or prior to the 91st day after the
date of such deposit (it being understood that this condition shall not be
deemed satisfied until after such 91st day);

            (5) such Legal Defeasance or Covenant Defeasance shall not cause the
Trustee to have a conflicting interest within the meaning of the TIA (assuming
all Notes are in default within the meaning of such Act);

            (6) such Legal Defeasance or Covenant Defeasance shall not result in
a breach or violation of, or constitute a default under, any other agreement or
instrument to which the Company is a party or by which it is bound;

            (7) such Legal Defeasance or Covenant Defeasance shall not result in
the trust arising from such deposit constituting an investment company within
the meaning of the Investment Company Act of 1940, as amended, unless such trust
shall be registered under such Act or exempt from registration thereunder; and

            (8) the Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent with respect to such Legal Defeasance or Covenant Defeasance have been
complied with.

            Section 9.5. Deposited Money and U.S. Government Obligations To Be
                         Held in Trust; Other Miscellaneous Provisions.

            (a) All money and U.S. Government Obligations (including the
proceeds thereof) deposited with the Trustee pursuant to Section 9.4 hereof in
respect of the outstanding Notes shall be held in trust and applied by the
Trustee, in accordance with the provisions of such Notes and this Indenture, to
the payment, either directly or through any Paying Agent as the Trustee may
determine, to the Holders of such Notes, of all sums due and to become due
thereon in respect of principal, Change of Control Purchase Price or Excess Cash
Flow Purchase Price of, and accrued interest on, the Notes, but such money need
not be segregated from other funds except to the extent required by law. The
Trustee shall be under no duty to invest such money or U.S. Government
Obligations. The Company shall pay and indemnify the Trustee against any tax,
fee or other charge imposed on or assessed against the U.S. Government
Obligations deposited pursuant to Section 9.4 hereof or the principal, Change of
Control Purchase Price or Excess Cash Flow Purchase Price of, and accrued
interest on, the Notes 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.

                  (b) Anything in this Article IX to the contrary
notwithstanding, the Trustee shall deliver or pay to the Company from time to
time upon Company Order any money or U.S. Government Obligations held by it as
provided in Section 9.4 hereof which, in the opinion of a nationally-recognized
firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee, are in excess of the amount thereof which
would then be required to be deposited to effect an equivalent Legal Defeasance
or Covenant Defeasance.


                                       79
<PAGE>

            Section 9.6. Reinstatement.

            If the Trustee or Paying Agent is unable to apply any money or U.S.
Government Obligations in accordance with Section 9.1, 9.2 or 9.3 hereof 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 obligations of the Company under this Indenture and the
Notes shall be revived and reinstated as though no deposit had occurred pursuant
to this Article IX until such time as the Trustee or Paying Agent is permitted
to apply all such money or U.S. Government Obligations in accordance with
Section 9.1, 9.2 or 9.3 hereof; provided, however, that if the Company has made
any payment of principal or Purchase Price of, and accrued 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 U.S. Government Obligations held by the Trustee or Paying
Agent.

            Section 9.7. Moneys Held by Paying Agent.

            In connection with the satisfaction and discharge of this Indenture,
all moneys then held by any Paying Agent under the provisions of this Indenture
shall, upon demand of the Company, be paid to the Trustee, or if sufficient
moneys have been deposited pursuant to Section 9.1 or 9.4 hereof, to the
Company, and thereupon such Paying Agent shall be released from all further
liability with respect to such moneys.

            Section 9.8. Moneys Held by Trustee.

            Any moneys deposited with the Trustee or any Paying Agent or then
held by the Company in trust for the payment of the principal, Change of Control
Purchase Price or Excess Cash Flow Purchase Price of, and accrued interest on,
any Note that are not applied but remain unclaimed by the Holder of such Note
for two years after the date upon which the principal, Change of Control
Purchase Price or Excess Cash Flow Purchase Price of, and accrued interest on,
such Note shall have respectively become due and payable shall be repaid to the
Company upon Company Order, or if such moneys are then held by the Company in
trust, such moneys shall be released from such trust; and the Holder of such
Note entitled to receive such payment shall thereafter, as an unsecured general
creditor, look only to the Company for the payment thereof, and all liability of
the Trustee or such Paying Agent with respect to such trust money shall
thereupon cease; provided, however, that the Trustee or any such Paying Agent,
before being required to make any such repayment, may, at the expense of the
Company either mail to each Holder affected, at the address shown in the
register of the Notes maintained by the Registrar pursuant to Section 2.3
hereof, or cause to be published once a week for two successive weeks, in a
newspaper published in the English language, customarily published each Business
Day and of general circulation in The City of New York, New York, a notice that
such money remains unclaimed and that, after a date specified therein, which
shall not be less than 30 calendar days from the date of such mailing or
publication, any unclaimed balance of such moneys then remaining will be repaid
to the Company. After payment to the Company or the release of any money held in
trust by the Company, Holders entitled to the money must look only to the
Company for payment as general creditors unless applicable abandoned property
law designates another person.


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<PAGE>

                                   ARTICLE X.

                                  MISCELLANEOUS

            Section 10.1. Trust Indenture Act Controls.

            If any provision of this Indenture, qualifies or conflicts with
another provision which is required to be included in this Indenture by the TIA,
the required provision shall control.

            Section 10.2. Notices.

            (a) Any notice or communication shall be given in writing and
delivered in person, sent by facsimile, delivered by commercial courier service
or mailed by first-class mail, postage prepaid, addressed as follows:

             If to the Company:

             LaBranche & Co Inc.
             One Exchange Plaza
             New York, New York  10006
             Attention:  Chief Financial Officer

             If to the Trustee:

             Firstar Bank, N.A.
             Attention:  Keith A. Maurmeier
             Corporate Trust Services
             425 Walnut Street, 6th Floor ML CN WN 06CT
             Cincinnati, OH  45202

            Such notices or communications shall be effective when received and
shall be sufficiently given if so given within the time prescribed in this
Indenture.

            (b) The Company or the Trustee by written notice to the others may
designate additional or different addresses for subsequent notices or
communications.

            (c) Any notice or communication mailed to a Holder shall be mailed
to him by first-class mail, postage prepaid, at his address shown on the
register kept by the Registrar. If a notice or communication to a Holder is
mailed in the manner provided above, it shall be deemed duly given on the date
so deposited in the mail, whether or not the addressee receives it. Failure to
mail a notice or communication to a Holder or any defect in it shall not affect
its sufficiency with respect to other Holders. In case by reason of the
suspension of regular mail service, or by reason of any other cause, it shall be
impossible to mail any notice as required by this Indenture, then such method of
notification as shall be made with the approval of the Trustee shall constitute
a sufficient mailing of such notice.


                                       81
<PAGE>

            Section 10.3. Communications by Holders with Other Holders.

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

            Section 10.4. 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
at the request of the Trustee:

            (a) an Officers' Certificate (which shall include the statements set
forth in Section 10.5 below) in form and substance reasonably satisfactory to
the Trustee stating that, in the opinion of the signers, all conditions
precedent, if any, provided for in this Indenture relating to the proposed
action have been complied with; and

            (b) an Opinion of Counsel (which shall include the statements set
forth in Section 10.5 below) in form and substance reasonably satisfactory to
the Trustee stating that, in the opinion of such counsel, all such conditions
precedent have been complied with.

            Section 10.5. Statements Required in Certificate and Opinion.

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

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

                  (ii) 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;

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

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

            (b) In any case where several matters are required to be certified
by, or covered by an opinion of, any specified Person, it is not necessary that
all such matters be certified by, or covered by the opinion of, only one such
Person or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.

            (c) Any certificate or opinion of an officer of the Company may be
based, insofar as it relates to legal matters, upon a certificate or opinion of,
or representations by,


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<PAGE>

counsel, unless such officer knows, or in the exercise of reasonable care should
know, that the certificate or opinion or representations with respect to the
matters, upon which his certificate or opinion is based are erroneous. Any such
certificate or opinion of counsel may be based, insofar as it relates to factual
matters, upon a certificate or opinion of, or representations by, an officer or
officers of an Company stating that the information with respect to such factual
matters is in the possession of such Company, unless such counsel knows or in
the exercise of reasonable care should know, that the certificate or opinion or
representations with respect to such matters are erroneous.

            (d) Where any Person is required to make, give or execute two or
more applications, requests, consents, certificates, statements, opinions or
other instruments under this Indenture, they may, but need not, be consolidated
and form one instrument.

            Section 10.6. When Treasury Notes Disregarded.

            In determining whether the Holders of the required aggregate
principal amount of Notes have concurred in any direction, waiver or consent,
Notes owned by the Company or by any Affiliate of the Company shall be
disregarded as though they were not outstanding, except that for the purposes of
determining whether the Trustee shall be protected in relying on any such
direction, waiver or consent, only Notes which the Trustee actually knows are so
owned shall be so disregarded. Notes so owned which have been pledged in good
faith shall not be disregarded if the pledgee establishes to the satisfaction of
the Trustee the pledgee's right so to act with respect to the Notes.

            Section 10.7. Rules by Trustee and Agents.

            The Trustee may make reasonable rules for action by or meetings of
Holders and any Registrar or Paying Agent may make reasonable rules for their
functions provided that no such rule shall conflict with the terms of this
Indenture or the TIA.

            Section 10.8. Business Days; Legal Holidays.

            A "Business Day" is a day that is not a Saturday, a Sunday, a
federally-recognized holiday or a day on which banking institutions are not
required to be open in the State of New York or the state in which the Corporate
Trust Office is located. If a payment date is not a Business Day at a place of
payment, payment may be made at that place on the next succeeding day that is a
Business Day, and no interest shall accrue for the intervening period.

            Section 10.9. Governing Law.

            THIS INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING SECTION 5-1401 OF
THE GENERAL OBLIGATION LAW, BUT OTHERWISE WITHOUT REGARD TO CONFLICT OF LAW
RULES. THE COMPANY HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY NEW
YORK STATE COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK OR
ANY FEDERAL COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK IN
RESPECT OF ANY SUIT, ACTION OR PROCEEDING


                                       83
<PAGE>

ARISING OUT OF OR RELATING TO THIS INDENTURE AND THE NOTES, AND IRREVOCABLY
ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND
UNCONDITIONALLY, JURISDICTION OF THE AFORESAID COURTS. THE COMPANY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT THAT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE
LAW, TRIAL BY JURY AND ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE
LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH
COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH
COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. NOTHING HEREIN SHALL AFFECT THE
RIGHT OF THE TRUSTEE OR ANY HOLDER OF THE NOTES TO SERVE PROCESS IN ANY OTHER
MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED
AGAINST THE COMPANY IN ANY OTHER JURISDICTION.

            Section 10.10. No Adverse Interpretation of Other Agreements.

            This Indenture may not be used to interpret another indenture, loan,
security or debt agreement of the Company or any Subsidiary thereof. No such
indenture, loan, security or debt agreement may be used to interpret this
Indenture.

            Section 10.11. No Recourse Against Others.

            No recourse for the payment of the principal, Change of Control
Purchase Price or Excess Cash Flow Purchase Price of, and accrued interest on,
any of the Notes, or for any claim based thereon or otherwise in respect
thereof, and no recourse under or upon any obligation, covenant or agreement of
the Company in this Indenture or in any supplemental indenture, or in any of the
Notes, or because of the creation of any Indebtedness represented thereby, shall
be had against any stockholder, officer, director, partner, affiliate,
beneficiary or employee, as such, past, present or future, of the Company or of
any successor corporation or against the property or assets of any such
stockholder, officer, employee, partner, affiliate, beneficiary or director,
either directly or through the Company, or any successor corporation thereof,
whether by virtue of any constitution, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise; it being expressly
understood that this Indenture and the Notes are solely obligations of the
Company, and that no such personal liability whatever shall attach to, or is or
shall be incurred by, any stockholder, officer, employee, partner, affiliate,
beneficiary or director of the Company, or any successor corporation or
partnership thereof, because of the creation of the Indebtedness hereby
authorized, or under or by reason of the obligations, covenants or agreements
contained in this Indenture or the Notes or implied therefrom, and that any and
all such personal liability of, and any and all claims against every
stockholder, officer, employee, partner, affiliate, beneficiary and director,
are hereby expressly waived and released as a condition of, and as a
consideration for, the execution of this Indenture, and the issuance of the
Notes. It is understood that this limitation on recourse is made expressly for
the benefit of any such shareholder, employee, officer, partner, affiliate,
beneficiary or director and may be enforced by any one or all of them.


                                       84
<PAGE>

            Section 10.12. Successors.

            All agreements of the Company in this Indenture and the Notes shall
bind its respective successors. All agreements of the Trustee, any additional
trustee and any Paying Agents in this Indenture shall bind its successor.

            Section 10.13. Multiple Counterparts.

            The parties may sign multiple counterparts of this Indenture. Each
signed counterpart shall be deemed an original, but all of them together
represent one and the same agreement.

            Section 10.14. Qualification of Indenture.

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

            Section 10.15. Table of Contents, Headings, etc.

            The table of contents, cross-reference sheet 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 hereof, and shall in no way
modify or restrict any of the terms or provisions hereof.

            Section 10.16. Separability.

            Each provision of this Indenture shall be considered separable and
if for any reason any provision which is not essential to the effectuation of
the basic purpose of this Indenture or the Notes shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

                     [Rest of Page Intentionally Left Blank]


                                       85
<PAGE>

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

                                      LaBranche & Co Inc.


                                      By /s/ George M. L. LaBranche, IV
                                         ---------------------------------------
                                      Name:  George M. L. LaBranche, IV
                                      Title: Chairman, Chief Executive Officer
                                              and President

Firstar Bank, N.A.,
as Trustee


By /s/ Keith A. Maurmeier
  -----------------------------
Name: Keith A. Maurmeier
Title: Vice President & Trust Officer


                                       86
<PAGE>

                                                                       EXHIBIT A

                                  FORM OF NOTE

                               LaBRANCHE & CO INC.

                     12% Senior Subordinated Notes due 2007

[Include the following legend for Global Notes only:

"THIS IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE REFERRED TO
HEREINAFTER.

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

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT
NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S
NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO
TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE
REFERRED TO ON THE REVERSE HEREOF."]

[Include the following legend on all Notes that are Restricted Notes:]

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), AND ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS
EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE
HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS
DEFINED IN RULE 144A ADOPTED UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S.
PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH
REGULATION S ADOPTED UNDER THE SECURITIES ACT; (2) AGREES THAT IT WILL NOT
WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS NOTE RESELL OR OTHERWISE
TRANSFER THIS NOTE EXCEPT (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B)
INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL


                                      A-1
<PAGE>

BUYER IN COMPLIANCE WITH RULE 144A ADOPTED UNDER THE SECURITIES ACT, (C) OUTSIDE
THE UNITED STATES IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, (D)
PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 ADOPTED UNDER
THE SECURITIES ACT (IF AVAILABLE) OR ANOTHER AVAILABLE EXEMPTION UNDER THE
SECURITIES ACT, OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT; AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS
NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN
CONNECTION WITH ANY TRANSFER OF THIS NOTE WITHIN TWO YEARS AFTER THE ORIGINAL
ISSUANCE OF THIS NOTE, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE
TRUSTEE AND THE COMPANY SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION
AS MAY BE REQUIRED PURSUANT TO THIS INDENTURE TO CONFIRM THAT SUCH TRANSFER IS
BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS
"OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANING GIVEN
TO THEM BY REGULATION S UNDER THE SECURITIES ACT.

BY ITS ACQUISITION HEREOF, THE HOLDER FURTHER REPRESENTS THAT, ON EACH DAY FROM
THE DATE ON WHICH SUCH HOLDER ACQUIRES THE NOTE THROUGH AND INCLUDING THE DATE
ON WHICH SUCH HOLDER DISPOSES OF ITS INTEREST IN THE NOTE, EITHER THAT (A) IT IS
NOT A PLAN, AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE THE ASSETS OF ANY SUCH
PLAN, OR A GOVERNMENT PLAN WHICH IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
THAT IS SIMILAR TO THE PROVISIONS OF SECTION 406 OF ERISA OR SECTION 4975 OF THE
CODE OR (B) ITS PURCHASE, HOLDING AND DISPOSITION OF SUCH NOTE WILL NOT RESULT
IN A PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE
CODE (OR, IN THE CASE OF A GOVERNMENT PLAN, ANY SIMILAR FEDERAL, STATE OR LOCAL
LAW) FOR WHICH AN EXEMPTION IS NOT AVAILABLE.]

                                      A-2
<PAGE>

No. [___]                                                  Principal Amount $[ ]
                  [If the Note is a Global Note include the following two lines:
                                     as revised by the Schedule of Increases and
                                       Decreases in Global Note attached hereto]

                                                      NOTE CUSIP NO. . 505447AC6
                                                       UNIT CUSIP NO. . ________
                          [If the Note is a Regulation S Global Note, delete the
                                     reference to CUSIP No. and replace it with:
                                                              ISIN No. U49848AB7

            LaBranche & Co Inc., a Delaware corporation, promises to pay to
[___________], or its registered assigns, the principal sum of
[__________________] Dollars [If the Note is a Global Note, add the following,
as revised by the Schedule of Increases and Decreases in Global Note attached
hereto], on March 2, 2007.

            Interest Payment Dates: March 1 and September 1 (except that the
                                    final Interest Payment Date shall be the
                                    date of maturity instead of March 1, 2007)

            Record Dates: February 15 and August 15

            Additional provisions of this Note are set forth on the other side
of this Note.

                                            LaBranche & Co Inc.


                                           By: ____________________________
                                               Name:  George M.L. LaBranche, IV
                                               Title: Chairman, Chief Executive
                                                      Officer and President


                                           By: ____________________________
                                               Name:  S. Lawrence Prendergast
                                               Title: Executive Vice President,
                                                      Finance

TRUSTEE'S CERTIFICATE OF
  AUTHENTICATION

Firstar Bank, N.A., Trustee, certifies
that this is one of the Notes referred to in the Indenture.


By:  _______________________           Date: _____________, 2000
      Authorized Signatory


                                      A-3
<PAGE>

                          FORM OF REVERSE SIDE OF NOTE

                     12% Senior Subordinated Notes due 2007

1. Interest

            LaBranche & Co Inc., a Delaware corporation (the "Company"),
promises, subject to the preceding sentence, to pay interest on the principal
amount of this Note at the rate per annum shown above.

            The Company will pay interest semiannually in arrears on each
Interest Payment Date of each year commencing September 1, 2000. Interest on the
Notes will accrue from the most recent date to which interest has been paid on
the Notes or, if no interest has been paid, from the Issue Date. The Company
shall pay interest on overdue principal or premium, if any (plus interest on
such interest to the extent lawful), at the rate borne by the Notes to the
extent lawful. Interest will be computed on the basis of a 360-day year of
twelve 30-day months.

            The Company shall pay interest (including post-petition interest in
any proceeding under any Bankruptcy Law) on overdue principal and, to the extent
such payments are lawful, interest on overdue installments of interest, without
regard to any applicable grace periods ("Defaulted Interest") at a rate equal to
the rate shown on this Note, as provided in the Indenture.

2. Method of Payment

            By at least 10:00 a.m. (New York City time) on the date on which any
principal of, premium, if any, or interest on any Note is due and payable, the
Company shall irrevocably deposit with the Trustee or the Paying Agent money
sufficient to pay such principal, premium, if any, and/or interest. The Company
will pay interest (except Defaulted Interest) to the Persons who are registered
Holders of Notes at the close of business on the Record Date preceding the
interest payment date even if Notes are canceled, repurchased or redeemed after
the record date and on or before the relevant Interest Payment Date. Holders
must surrender Notes to a Paying Agent to collect principal payments and premium
payments, if any. The Company will pay principal and interest in U.S. legal
tender.

            Payments in respect of Notes represented by a Global Note (including
principal, premium, if any, and interest) will be made by the transfer of
immediately available funds to the accounts specified by the Depository Trust
Company. The Company will make all payments in respect of a Certificated Note
(including principal, premium, if any, the Liquidated Damages, if any, and
interest) at the office or agency of the Company in The City of New York
maintained for such purposes, which, initially, will be the office of the
Trustee or an agent thereof; provided, however, that payment of interest (which
shall include any Liquidated Damages), if any, may be made at the option of the
Company by check mailed to the Person entitled thereto as shown on the register
of the Notes maintained by the Registrar.


                                      A-4
<PAGE>

3. Paying Agent and Registrar

            Initially, Firstar Bank, N.A. (the "Trustee"), will act as Trustee,
Paying Agent and Registrar. The Company may appoint and change any Paying Agent,
Registrar or co-registrar without notice to any Holder. The Company may act as
Paying Agent, Registrar or co-registrar.

4. Indenture

            The Company has issued this Note pursuant to an Indenture dated as
of March 2, 2000 (as it may be amended or supplemented from time to time in
accordance with the terms thereof, the "Indenture"), between the Company and the
Trustee. The terms of this Note include those stated in the Indenture and those
made part of the Indenture by reference to the Trust Indenture Act of 1939 (15
U.S.C. ss.ss. 77aaa-77bbbb) as in effect on the date of the Indenture (the
"Act"). Capitalized terms used herein and not defined herein have the meanings
ascribed thereto in the Indenture. The Notes are subject to all such terms, and
Holders are referred to the Indenture and the Act for a statement of those
terms. Each Holder by accepting a Note, agrees to be bound by all of the terms
and provisions of the Indenture.

            This Note is a general unsecured senior subordinated obligation of
the Company. The Indenture imposes certain limitations on, among other things
the ability of the Company and its Restricted Subsidiaries to: incur
Indebtedness, make Restricted Payments, incur Liens, issue or sell Capital
Interests of Restricted Subsidiaries, consummate Asset Sales, enter into
transactions with Affiliates, enter into Sale and Leaseback transactions, create
Unrestricted Subsidiaries, create layered indebtedness or consolidate or merge
or transfer or convey all or substantially all of the Company's and its
Restricted Subsidiaries' assets.

5. Subordination

            The payment of principal, premium, if any, and interest on the Notes
is subordinated in right of payment, as set forth in the Indenture, to the prior
payment in full in cash of all Senior Debt of the Company, whether outstanding
on the Issue Date or thereafter incurred.

6. Repurchase Provisions

            Repurchase Upon a Change of Control. Upon the occurrence of a Change
of Control, the Company will make a Change of Control Offer to Purchase all of
the outstanding Notes at a purchase price in cash equal to 101% of the principal
amount at Stated Maturity thereof, together with accrued and unpaid interest, if
any. For purposes of the foregoing, a Change of Control Offer to Purchase shall
be deemed to have been made if: (i) within 30 days following the date of the
consummation of a transaction or series of transactions that constitutes a
Change of Control, the Company commences a Change of Control Offer to Purchase
all outstanding Notes at the Change of Control Purchase Price (provided that the
running of such 30-day period shall be suspended, for up to a maximum of 30
days, during any period when the commencement of such Change of Control Offer to
Purchase is delayed or suspended by reason of any court's or governmental
authority's review of or ruling on any materials being employed by the Company
to effect such Change of Control Offer to Purchase, so long as the Company has
used and continues to use its best efforts to make and conclude such Change of
Control Offer to


                                      A-5
<PAGE>

Purchase promptly) and (ii) all Notes properly tendered pursuant to the Change
of Control Offer to Purchase are purchased on the terms of such Change of
Control Offer to Purchase.

            Excess Cash Flow Offer. Subject to terms and conditions set forth in
the Indenture, if the Company has Excess Cash Flow for any fiscal year
(commencing with fiscal year 2000), the Company shall make an offer to purchase
(the "Excess Cash Flow Offer"), on a Business Day (the "Excess Cash Flow Payment
Date") not later than 150 days following the end of such fiscal year, from all
holders of Senior Subordinated Notes, up to maximum principal amount (expressed
as a multiple of $1,000) of Senior Subordinated Notes equal to the Holder's Pro
Rata Share of such Excess Cash Flow in such fiscal year. The purchase price of
Senior Subordinated Notes to be purchased pursuant to the Excess Cash Flow Offer
shall be equal to 103% of the principal amount thereof, plus accrued and unpaid
interest thereon, if any, to the Excess Cash Flow Payment Date. Notice of an
Excess Cash Flow Offer shall be given to Holders not less than 30 Business Days
before the Excess Cash Flow Payment Date. The Excess Cash Flow Offer is required
to remain open for 20 Business Days and payment pursuant to the Excess Cash Flow
Offer will be made on the Excess Cash Flow Payment Date.

            Repurchase With Proceeds from Asset Sales. Any Net Cash Proceeds
from any Asset Sale that are not used to reinvest in Replacement Assets and/or
repay certain Indebtedness of the Company or a Restricted Subsidiary within 360
days after an Asset Sale shall be applied to the repurchase of the Notes. When
the aggregate amount of unutilized Net Cash Proceeds (the "Net Proceeds Offer
Amount") exceeds $5,000,000, the Company shall make a Net Proceeds Offer to
purchase from all Holders, Notes in an aggregate principal amount equal to the
Net Proceeds Offer Amount, at a purchase price in cash equal to 100% of the
principal amount thereof, together with accrued interest, if any, to the date of
purchase. If the aggregate purchase price of Notes surrendered by Holders
exceeds the amount equal to the Net Proceeds Offer Amount, the Trustee shall
select the Notes to be purchased on a pro rata basis.

            The Company will comply, to the extent applicable, with the
requirements of Rule 14e-1 under the Exchange Act and other securities laws or
regulations in connection with a Change of Control Offer to Purchase, an Excess
Cash Flow Offer or a Net Proceeds Offer.

7. Denominations; Transfer; Exchange

            The Notes are in fully-registered form without coupons in
denominations of principal amount of $1,000 and any integral multiple thereof. A
Holder may transfer or exchange Notes only in accordance with the Indenture. The
Registrar may require a Holder, among other things, to furnish appropriate
endorsements or transfer documents and to pay any taxes and fees required by law
or permitted by the Indenture. The Registrar need not register the transfer of
or exchange any Notes for a period beginning 15 days before an interest payment
date and ending on such interest payment date.

8. Persons Deemed Owners

            The registered holder of this Note may be treated as the owner of it
for all purposes.


                                      A-6
<PAGE>

9. Unclaimed Money

            If money for the payment of principal or interest remains unclaimed
for two years, the Trustee or Paying Agent shall pay the money back to the
Company at its request unless an abandoned property law designates another
Person. After any such payment, Holders entitled to the money must look only to
the Company and not to the Trustee for payment.

10. Discharge Prior to Maturity

            Subject to certain conditions set forth in the Indenture, the
Company at any time may terminate some or all of their obligations under the
Notes and the Indenture if the Company deposits with the Trustee U.S. legal
tender or U.S. Government Obligations for the payment of principal of, and
interest on, the Notes to maturity.

11. Amendment, Waiver

            Subject to certain exceptions set forth in the Indenture, (i) the
Indenture or the Notes may be amended with the written consent of the Holders of
at least a majority in principal amount of the then outstanding Notes and (ii)
any default (other than with respect to nonpayment or in respect of a provision
that cannot be amended without the written consent of each Holder affected) or
noncompliance with any provision may be waived with the written consent of the
Holders of a majority in principal amount of the then outstanding Notes. Subject
to certain exceptions set forth in the Indenture, without the consent of any
Holder, the Company and the Trustee may amend the Indenture or the Notes to,
among other things, to evidence the succession of another Person to the Company
and the assumption by any such successor of the covenants of the Company in the
Indenture and in the Notes; to add to the covenants of the Company for the
benefit of the Holders, or to surrender any right or power herein conferred upon
the Company; to add additional Events of Default; to provide for uncertificated
Notes in addition to or in place of the certificated Notes; to evidence and
provide for the acceptance of appointment under the Indenture by a successor
Trustee; to secure the Notes; to cure any ambiguity, to correct or supplement
any provision in the Indenture which may be defective or inconsistent with any
other provision in the Indenture, or to make any other provisions with respect
to matters or questions arising under the Indenture, provided that such actions
pursuant to this clause shall not adversely affect the interests of the Holders
in any material respect; to issue Series B Notes; or to comply with any
requirements of the SEC in order to effect and maintain the qualification of the
Indenture under the Trust Indenture Act.

12. Defaults and Remedies

            If an Event of Default occurs and is continuing, the Trustee or the
Holders of at least 25% in principal amount at Stated Maturity of the
outstanding Notes may declare all the Notes to be due and payable immediately.
Certain events of bankruptcy or insolvency are Events of Default which will
result in the Notes being due and payable immediately upon the occurrence of
such Events of Default.

            Holders may not enforce the Indenture or the Notes except as
provided in the Indenture. The Trustee may refuse to enforce the Indenture or
the Notes unless it receives reasonable indemnity or security. Subject to
certain limitations, Holders of a majority in


                                      A-7
<PAGE>

principal amount at Stated Maturity of the outstanding Notes may direct the
Trustee in its exercise of any trust or power. The Trustee may withhold from
Holders notice of any continuing Default or Event of Default (except a Default
or Event of Default in payment of principal or interest) if it determines that
withholding notice is in their interest.

13. Trustee Dealings with the Company

            Subject to certain limitations set forth in the Indenture, the
Trustee under the Indenture, in its individual or any other capacity, may become
the owner or pledgee of Notes and may otherwise deal with and collect
obligations owed to it by the Company or their Affiliates and may otherwise deal
with the Company or their affiliates with the same rights it would have if it
were not Trustee.

14. No Recourse Against Others

            No recourse for the payment of the principal, Change of Control
Purchase Price or Excess Cash Flow Purchase Price of, and accrued interest on,
any of the Notes, or for any claim based thereon or otherwise in respect
thereof, and no recourse under or upon any obligation, covenant or agreement of
the Company in the Indenture or in any supplemental indenture, or in any of the
Notes, or because of the creation of any Indebtedness represented thereby, shall
be had against any stockholder, officer, director, partner, affiliate,
beneficiary or employee, as such, past, present or future, of the Company or of
any successor corporation or against the property or assets of any such
stockholder, officer, employee, partner, affiliate, beneficiary or director,
either directly or through the Company, or any successor corporation thereof,
whether by virtue of any constitution, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise; it being expressly
understood that the Indenture and the Notes are solely obligations of the
Company, and that no such personal liability whatever shall attach to, or is or
shall be incurred by, any stockholder, officer, employee, partner, affiliate,
beneficiary or director of the Company, or any successor corporation or
partnership thereof, because of the creation of the Indebtedness hereby
authorized, or under or by reason of the obligations, covenants or agreements
contained in the Indenture or the Notes or implied therefrom, and that any and
all such personal liability of, and any and all claims against every
stockholder, officer, employee, partner, affiliate, beneficiary and director,
are hereby expressly waived and released as a condition of, and as a
consideration for, the execution of the Indenture, and the issuance of the
Notes. It is understood that this limitation on recourse is made expressly for
the benefit of any such shareholder, employee, officer, partner, affiliate,
beneficiary or director and may be enforced by any one or all of them.

15. Authentication

            This Note shall not be valid until an authorized signatory of the
Trustee (or an authenticating agent acting on its behalf) manually signs the
certificate of authentication on the other side of this Note.

16. 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
entirety), JT TEN (=joint


                                      A-8
<PAGE>

tenants with rights of survivorship and not as tenants in common), CUST
(=custodian) and U/G/M/A (=Uniform Gift to Minors Act).

17. Governing Law

            THIS INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING SECTION 5-1401 OF
THE GENERAL OBLIGATION LAW, BUT OTHERWISE WITHOUT REGARD TO CONFLICT OF LAW
RULES.

The Company will furnish to any Holder upon written request and without
charge to the Holder a copy of the Indenture which has in it the text of this
Note in larger type. Requests may be made to:

                                            LaBranche & Co Inc.
                                            One Exchange Place
                                            New York, New York  10006
                                            Attention:  Secretary
                                            Telephone:  (212) 425-1144


                                      A-9
<PAGE>

                                 ASSIGNMENT FORM

                  To assign this Note, fill in the form below:

                  I or we assign and transfer this Note to

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

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

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

Date:____________________            Your Signature:___________________


Signature Guarantee:_________________________________________
                          (Signature must be guaranteed)


________________________________________________________________________________
Sign exactly as your name appears on the other side of this Note.

The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
S.E.C. Rule 17Ad-15.


                                      A-10
<PAGE>

                     [To be attached to Global Notes only:

                SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE

    The following increases or decreases in this Global Note have been made:

<TABLE>
Date of       Amount of decrease in    Amount of increase in    Principal Amount of      Signature of
Exchange      Principal Amount of      Principal Amount of      this Global Note         authorized signatory
              this Global Note         this Global Note         following such           of Trustee or Custodian
                                                                decrease or increase
<S>           <C>                      <C>                      <C>                      <C>


-----------   ---------------------    ----------------------   --------------------     -----------------------]
</TABLE>


                                      A-11
<PAGE>

                                                                     EXHIBIT B-1

                       OPTION OF HOLDER TO ELECT PURCHASE

            If you want to elect to have this Note purchased by the Company
pursuant to Section 4.8, 4.14 or 4.18 of the Indenture, check either box:

                      4.8      4.14      4.18

            If you want to elect to have only part of this Note purchased by the
Company pursuant to Section 4.8, 4.14 or 4.18 of the Indenture, state the amount
in principal amount (must be integral multiple of $1,000): $

Date: __________      Your Signature ___________________________________________
                                     (Sign exactly as your name appears on the
                                      other side of the Note)

Signature Guarantee:   _________________________________________________________
                                      (Signature must be guaranteed)

The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
S.E.C. Rule 17Ad-15.


                                      B1-1
<PAGE>

                                                                     EXHIBIT B-2

                      FORM OF NON-U.S. BENEFICIAL OWNERSHIP
                      CERTIFICATION BY MEMBER ORGANIZATION

                                                    [Date]

[Euroclear or Clearstream as applicable]

            Re:   LaBranche & Co Inc. (the "Issuer" or "Company")
                  12% Senior Subordinated Notes due 2007 (the "Notes")

            This is to certify that as of the date hereof, and except as set
forth below, the Notes held by you for our account are beneficially owned by (a)
non-U.S. person(s) or (b) U.S. person(s) who purchased the Notes in transactions
which did not require registration under the Securities Act of 1933, as amended
(the "Act"). As used in this paragraph the term "U.S. person" has the meaning
given to it by Regulation S under the Act.

            We undertake to advise you promptly by tested telex on or prior to
the date on which you intend to submit your certification relating to the Notes
held by you for our account in accordance with your operating procedures if any
applicable statement herein is not correct on such date, and in the absence of
any such notification it may be assumed that this certification applies as of
such date.

            This certification excepts and does not relate to $________ of such
interest in the above Notes in respect of which we are not able to certify and
as to which we understand exchange and delivery of definitive Notes (or, if
relevant, exercise of any rights or collection of any interest) cannot be made
until we do so certify.

            We understand that this certification is required in connection with
certain securities laws of the United States. In connection therewith, if
administrative or legal proceedings are commenced or threatened in connection
with which this certification is or would be relevant, we irrevocably authorize
you, the Company or the Trustee or Registrar for the Notes to produce this
certification to any interested party in such proceedings.

Date: _____________, 20 ___. (Not earlier than 15 days prior to the end of the
Distribution Compliance Period).


By:   ______________________________________
      [Agent Member]
      As, or as agent for, the Beneficial Owner(s) of the Notes to which this
      certificate relates.


                                      B2-1
<PAGE>

                                                                       EXHIBIT C

                FORM OF TRANSFER CERTIFICATE FOR TRANSFER TO QIB

                                                          [Date]

Firstar Bank, N.A.
Attention:  Keith A. Maurmeier
Corporate Trust Services
425 Walnut Street, 6th Floor ML CN WN 06CT
Cincinnati, OH  45202

            Re:   LaBranche & Co Inc. (the "Issuer" or "Company")
                  12% Senior Subordinated Notes due 2007 (the "Notes")

Ladies and Gentlemen:

            Reference is hereby made to the Indenture, dated as of March 2, 2000
(as amended and supplemented from time to time, the "Indenture"), among the
Company, as issuer and Firstar Bank, N.A., as Trustee. Capitalized terms used
but not defined herein shall have the meanings given them in the Indenture.

            This letter relates to $___________ aggregate principal amount of
Notes [in the case of a transfer of an interest in a Regulation S Global Note:
which represents an interest in a Regulation S Global Note beneficially owned
by] the undersigned (the "Transferor") to effect the transfer of such Notes in
exchange for an equivalent beneficial interest in the Rule 144A Global Note.

            In connection with such request, and with respect to such Notes, the
Transferor does hereby certify that such Notes are being transferred in
accordance with Rule 144A under the Securities Act of 1933, as amended ("Rule
144A"), to a transferee that the Transferor reasonably believes is purchasing
the Notes for its own account or an account with respect to which the transferee
exercises sole investment discretion, and the transferee, as well as any such
account, is a "qualified institutional buyer" within the meaning of Rule 144A,
in a transaction meeting the requirements of Rule 144A and in accordance with
applicable securities laws of any state of the United States or any other
jurisdiction.

                  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.

                  Very truly yours,

                  [Name of Transferor]

                  By:____________________________

                  _______________________________
                  Authorized Signature


                                      C-1
<PAGE>


                                                                       EXHIBIT D

                FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION
                     WITH TRANSFERS PURSUANT TO REGULATION S

                                                         [Date]
Firstar Bank, N.A.
Attention:  Keith A. Maurmeier
Corporate Trust Services
425 Walnut Street, 6th Floor ML CN WN 06CT
Cincinnati, OH  45202

            Re:   LaBranche & Co Inc. (the "Issuer" or "Company")
                  12% Senior Subordinated Notes due 2007 (the "Notes")

Ladies and Gentlemen:

            Reference is hereby made to this Indenture, dated as of March 2,
2000 (as amended and supplemented from time to time, the "Indenture"), between
the Company, as Issuer, Issuer, and Firstar Bank, N.A., as Trustee. Capitalized
terms used but not defined herein shall have the meanings given them in the
Indenture.

            In connection with our proposed sale of $________ aggregate
principal amount of the Notes [in the case of a transfer of an interest in a
144A Global Note: , which represent an interest in a 144A Global Note
beneficially owned by] the undersigned ("Transferor"), we confirm that such sale
has been effected pursuant to and in accordance with Regulation S under the
Securities Act of 1933, as amended (the "Securities Act"), and, accordingly, we
represent that:

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

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

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

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

            (e) we are the beneficial owner of the principal amount of Notes
being transferred.


                                      D-1
<PAGE>

            In addition, if the sale is made during a Distribution Compliance
Period and the provisions of Rule 904(b)(1) or Rule 904(b)(2) of Regulation S
are applicable thereto, we confirm that such sale has been made in accordance
with the applicable provisions of Rule 904(b)(1) or Rule 904(b)(2), as the case
may be.

            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. Terms used in this letter have the
meanings set forth in Regulation S.

             Very truly yours,

             [Name of Transferor]

             By:____________________________

             _______________________________
             Authorized Signature


                                      D-2
<PAGE>

                                                                       EXHIBIT E

                         FORM OF RULE 144 CERTIFICATION

                                                 [Date]

Firstar Bank, N.A.
Attention:  Keith A. Maurmeier
Corporate Trust Services
425 Walnut Street, 6th Floor ML CN WN 06CT
Cincinnati, OH  45202

            Re:   LaBranche & Co Inc. (the "Issuer" or "Company")
                  12% Senior Subordinated Notes due 2007 (the "Notes")

Ladies and Gentlemen:

            Reference is hereby made to this Indenture, dated as of March 2,
2000 (as amended and supplemented from time to time, the "Indenture"), between
the Company, as Issuer, and Firstar Bank, N.A., as Trustee. Capitalized terms
used but not defined herein shall have the meanings given them in the Indenture.

            This letter relates to $___ aggregate principal amount of Notes [in
the case of an exchange or transfer of an interest in a Global Note: which
represents an interest in a Global Note beneficially owned by the undersigned
(the "Transferor")] [in the case of an exchange or transfer of Certificated
Notes: which are held in the name of the undersigned (the "Transferor") and
evidenced by one or more Certificated Notes]. The Transferor has requested an
exchange or transfer of such [in the case of an exchange or transfer of an
interest in a Global Note: beneficial interest in the Global Note][ in the case
of an exchange or transfer of Certificated Notes: Certificated Note(s)] in the
form of an equal principal amount of Notes evidenced by one or more Certificated
Notes, to be delivered to such Person as the Transferor instructs the Trustee.
In connection with the foregoing, we confirm that such sale has been effected
pursuant to and in accordance with Rule 144 under the Securities Act.

            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.

            Very truly yours,

            [Name of Transferor]

            By:____________________________

            _______________________________
            Authorized Signature


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