<PAGE>

                                                                     Exhibit 4.1

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

                            LESLIE'S POOLMART, INC.,
                                   as Issuer,

                                       AND

                              THE BANK OF NEW YORK,
                                   as Trustee

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

                                    INDENTURE

                            Dated as of May 21, 2003

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

                                up to $70,000,000

                          10 3/8% Senior Notes due 2008

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

<PAGE>

                                TABLE OF CONTENTS
                                -----------------

<TABLE>
<CAPTION>
                                                                          Page
                                                                          ----
<S>                                                                         <C>
ARTICLE ONE  DEFINITIONS AND INCORPORATION BY REFERENCE .....................1
     SECTION 1.01.  Definitions .............................................1
     SECTION 1.02.  Incorporation by Reference of TIA ......................17
     SECTION 1.03.  Rules of Construction ..................................18

ARTICLE TWO  THE SECURITIES ................................................18
     SECTION 2.01.  Form and Dating ........................................18
     SECTION 2.02.  Execution and Authentication ...........................19
     SECTION 2.03.  Registrar and Paying Agent .............................20
     SECTION 2.04.  Paying Agent to Hold Assets in Trust ...................20
     SECTION 2.05.  Securityholder Lists ...................................20
     SECTION 2.06.  Transfer and Exchange ..................................21
     SECTION 2.07.  Replacement Securities .................................21
     SECTION 2.08.  Outstanding Securities .................................21
     SECTION 2.09.  Treasury Securities ....................................22
     SECTION 2.10.  Temporary Securities ...................................22
     SECTION 2.11.  Cancellation ...........................................22
     SECTION 2.12.  Defaulted Interest .....................................23
     SECTION 2.13.  CUSIP Number ...........................................23
     SECTION 2.14.  Deposit of Moneys ......................................23
     SECTION 2.15.  Book-Entry Provisions for Global Securities ............24
     SECTION 2.16.  Obligation of Trustee ..................................25
     SECTION 2.17.  Registration of Transfers and Exchanges ................25
     SECTION 2.18.  Designation ............................................29
     SECTION 2.19.  Additional Interest Under Registration
                    Rights Agreements.......................................29

ARTICLE THREE  REDEMPTION ..................................................29
     SECTION 3.01.  Notices to Trustee .....................................29
     SECTION 3.02.  Selection of Securities to be Redeemed .................30
     SECTION 3.03.  Notice of Redemption ...................................30
     SECTION 3.04.  Effect of Notice of Redemption .........................31
     SECTION 3.05.  Deposit of Redemption Price ............................31
     SECTION 3.06.  Securities Redeemed in Part.............................31

ARTICLE FOUR  COVENANTS ....................................................31
     SECTION 4.01.  Payment of Securities ..................................31
     SECTION 4.02.  Maintenance of Office or Agency ........................32
     SECTION 4.03.  Limitation on Restricted Payments ......................32
     SECTION 4.04.  Limitation on Incurrence of Additional Indebtedness ....34
     SECTION 4.05.  Corporate Existence ....................................34
     SECTION 4.06.  Payment of Taxes and Other Claims ......................35
     SECTION 4.07.  Maintenance of Properties and Insurance ................35
     SECTION 4.08.  Compliance Certificate; Notice of Default ..............35
</TABLE>

                                       i

<PAGE>

                               Table of contents
                                   (Continued)
<TABLE>
<CAPTION>
                                                                          Page
                                                                          ----
<S>                                                                        <C>
     SECTION 4.09.  Compliance with Laws ...................................36
     SECTION 4.10.  Commission Reports .....................................36
     SECTION 4.11.  Waiver of Stay; Extension of Usury Laws ................37
     SECTION 4.12.  Limitation on Transactions with Affiliates .............37
     SECTION 4.13.  Conduct of Business ....................................38
     SECTION 4.14.  Limitation on Dividend and Other Payment
                    Restrictions Affecting Subsidiaries ....................38
     SECTION 4.15.  Limitation on Liens ....................................39
     SECTION 4.16.  Change of Control ......................................39
     SECTION 4.17.  Limitation on Asset Sales ..............................41
     SECTION 4.18.  Limitation on Preferred Stock of Subsidiaries ..........43

ARTICLE FIVE  SUCCESSOR CORPORATION ........................................44
     SECTION 5.01.  Merger, Consolidation and Sale of Assets ...............44
     SECTION 5.02.  Successor Corporation Substituted ......................45

ARTICLE SIX  DEFAULT AND REMEDIES ..........................................45
     SECTION 6.01.  Events of Default ......................................45
     SECTION 6.02.  Acceleration ...........................................46
     SECTION 6.03.  Other Remedies .........................................47
     SECTION 6.04.  Waiver of Past Defaults ................................47
     SECTION 6.05.  Control by Majority ....................................47
     SECTION 6.06.  Limitation on Suits ....................................47
     SECTION 6.07.  Rights of Holders to Receive Payment ...................48
     SECTION 6.08.  Collection Suit by Trustee .............................48
     SECTION 6.09.  Trustee May File Proofs of Claim .......................48
     SECTION 6.10.  Priorities .............................................49
     SECTION 6.11.  Undertaking for Costs ..................................49

ARTICLE SEVEN  TRUSTEE .....................................................49
     SECTION 7.01.  Duties of Trustee ......................................49
     SECTION 7.02.  Rights of Trustee ......................................51
     SECTION 7.03.  Individual Rights of Trustee ...........................52
     SECTION 7.04.  Trustee's Disclaimer ...................................52
     SECTION 7.05.  Notice of Default ......................................52
     SECTION 7.06.  Request by Trustee to Holders ..........................52
     SECTION 7.07.  Compensation and Indemnity .............................53
     SECTION 7.08.  Replacement of Trustee .................................54
     SECTION 7.09.  Successor Trustee by Mergers Etc .......................55
     SECTION 7.10.  Eligibility; Disqualification ..........................55
     SECTION 7.11.  Preferential Collection of Claims Against Company ......55
</TABLE>

                                       ii

<PAGE>
                               Table of contents
                                   (Continued)
<TABLE>
<CAPTION>
                                                                          Page
                                                                          ----
<S>                                                                        <C>
ARTICLE EIGHT  SATISFACTION AND DISCHARGE OF INDENTURE .....................55
     SECTION 8.01.  Legal Defeasance and Covenant Defeasance ...............55
     SECTION 8.02.  Satisfaction and Discharge .............................58
     SECTION 8.03.  Survival of Certain Obligations ........................58
     SECTION 8.04.  Acknowledgment of Discharge by Trustee .................59
     SECTION 8.05.  Application of Trust Assets ............................59
     SECTION 8.06.  Repayment to the Company; Unclaimed Money ..............59
     SECTION 8.07.  Reinstatement ..........................................60

ARTICLE NINE  AMENDMENTS, SUPPLEMENTS AND WAIVERS ..........................60
     SECTION 9.01.  Without Consent of Holders .............................60
     SECTION 9.02.  With Consent of Holders ................................61
     SECTION 9.03.  Compliance with TIA ....................................62
     SECTION 9.04.  Revocation and Effect of Consents ......................62
     SECTION 9.05.  Notation on or Exchange of Securities ..................62
     SECTION 9.06.  Trustee To Sign Amendments, Etc ........................63

ARTICLE TEN  MISCELLANEOUS .................................................63
     SECTION 10.01. TIA Controls ...........................................63
     SECTION 10.02. Notices ................................................63
     SECTION 10.03. Communications by Holders with Other Holders ...........64
     SECTION 10.04. Certificate and Opinion as to Conditions Precedent .....64
     SECTION 10.05. Statements Required in Certificate or Opinion ..........65
     SECTION 10.06. Rules by Trustee, Paying Agent, Registrar ..............65
     SECTION 10.07. Legal Holidays .........................................65
     SECTION 10.08. Governing Law; Waiver of Jury Trial ....................65
     SECTION 10.09. No Adverse Interpretation of Other Agreements ..........66
     SECTION 10.10. No Recourse Against Others .............................66
     SECTION 10.11. Successors .............................................66
     SECTION 10.12. Duplicate Originals ....................................66
     SECTION 10.13. Severability ...........................................66

SIGNATURES..................................................................67
</TABLE>

EXHIBIT A  --  Form of Series A Security
EXHIBIT B  --  Form of Series B Security
EXHIBIT C  --  Form of Legend for Global Securities
EXHIBIT D  --  Transfer Certificate
EXHIBIT E  --  Form of Transferee Certificate for Institutional Accredited
               Investors
EXHIBIT F  --  Form of Transferee Certificate for Regulation S Transfers

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

                                      iii

<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)................................................  7.08; 7.10
   (b)...................................................  7.08; 7.10; 10.02
   (c)...................................................  N.A.
311(a)...................................................  7.11
   (b)...................................................  7.11
   (c)...................................................  N.A.
312(a)...................................................  2.05
   (b)...................................................  10.03
   (c)...................................................  10.03
313(a)...................................................  7.06
   (b)(1)................................................  7.06
   (b)(2)................................................  7.06
   (c)...................................................  7.06; 10.02
   (d)...................................................  7.06
314(a)...................................................  4.08; 4.10; 10.02
   (b)...................................................  N.A.
   (c)(1)................................................  7.02; 10.04; 10.05
   (c)(2)................................................  7.02; 10.04; 10.05
   (c)(3)................................................  N.A.
   (d)...................................................  N.A.
   (e)...................................................  10.05
   (f)...................................................  N.A.
315(a)...................................................  7.01(b); 7.02
   (b)...................................................  7.05; 10.02
   (c)...................................................  7.01
   (d)...................................................  6.05; 7.01(c); 7.02
   (e)...................................................  6.11
316(a)(last sentence)....................................  2.09
   (a)(1)(A).............................................  6.05
   (a)(1)(B).............................................  6.04
   (a)(2)................................................  9.02
   (b)...................................................  6.07
317(a)(1)................................................  6.08
   (a)(2)................................................  6.09
   (b)...................................................  2.04

                                       iv

<PAGE>
                             Cross-reference table
                                   (Continued)

                          TIA Section                     Indenture Section
--------------------------------------------------------  --------------------

318(a)...................................................  10.01
   (c)...................................................  10.01

----------

N.A. means Not Applicable.

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

                                       v

<PAGE>

     INDENTURE dated as of May 21, 2003 between LESLIE'S POOLMART, INC., a
Delaware corporation (the "Company"), as Issuer and THE BANK OF NEW YORK, a New
York banking corporation, as Trustee (the "Trustee").

     The Company has duly authorized the creation of an issue of 10 3/8% Senior
Notes due 2008, Series A, and an issue of 10 3/8% Senior Notes due 2008, Series
B, to be issued in exchange for the 10 3/8% Senior Notes due 2008, Series A,
pursuant to a Registration Rights Agreement and, to provide therefor, the
Company has duly authorized the execution and delivery of this Indenture. All
things necessary to make the Securities, when duly issued and executed by the
Company and authenticated and delivered hereunder, the valid and binding
obligations of the Company and to make this Indenture a valid and binding
agreement of the Company have been done.

     Each party hereto agrees as follows for the benefit of each other party and
for the equal and ratable benefit of the Holders of the Securities:

                                   ARTICLE ONE

                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01.   Definitions.

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

     "Additional Interest" has the meaning set forth in the Registration Rights
Agreements.

     "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.

     "Affiliate Transaction" has the meaning set forth in Section 4.12.

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

     "Asset Acquisition" means (a) an Investment by the Company or any
Subsidiary of the Company in any other Person pursuant to which such Person
shall become a Subsidiary of the Company, or shall be merged with or into the
Company or any Subsidiary of the Company, or (b) the acquisition by the Company
or any Subsidiary of the Company of the assets of any Person (other than a
Subsidiary of the Company) which 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.

<PAGE>

     "Asset Sale" means any direct or indirect sale, issuance, conveyance,
transfer, lease (other than operating leases entered into in the ordinary course
of business), assignment or other transfer for value by the Company or any of
its Subsidiaries (including any Sale and Leaseback Transaction) to any Person
other than the Company or a Subsidiary of the Company (including a Person that
is or will become a Subsidiary of the Company immediately after such sale,
issuance, conveyance, transfer, lease, assignment or other transfer for value)
of (a) any Capital Stock of any Subsidiary of the Company; or (b) any other
property or assets of the Company or any Subsidiary of the Company other than in
the ordinary course of business; provided, however, that Asset Sales shall not
include (i) a transaction or series of related transactions for which the
Company or its Subsidiaries receive aggregate consideration of less than
$500,000 and (ii) the sale, lease, conveyance, disposition or other transfer of
all or substantially all of the assets of the Company as permitted under Article
Five.

     "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.

     "Business Day" means any day other than a Saturday, Sunday or any other day
on which banking institutions in the City of New York are required or authorized
by law or other governmental action to be closed.

     "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.

     "Capital Stock" means (i) 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 (ii) with respect to any
Person that: is not a corporation, any and all partnership or other equity or
ownership interests of such Person.

     "Cash Equivalents" means (i) marketable direct obligations issued by, or
unconditionally guaranteed by, the United States Government or issued by any
agency thereof and backed by the full faith and credit of the United States, in
each case maturing within one year from the date of acquisition thereof; (ii)
marketable direct obligations issued by any state of the United States of
America or any political subdivision of any such state or any public
instrumentality thereof maturing within one year from the date of acquisition
thereof and, at the time of acquisition, having one of the two highest ratings
obtainable from either Standard & Poor's Corporation

                                       2

<PAGE>

("S&P") or Moody's Investors Service, Inc. ("Moody's"); (iii) commercial paper
maturing no more than one year from the date of creation thereof and, at the
time of acquisition, having a rating of at least A-1 from S&P or at least P-1
from Moody's; (iv) 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 $250.0
million; (v) repurchase obligations with a term of not more than seven days for
underlying securities of the types described in clause (i) above entered into
with any bank meeting the qualifications specified in clause (iv) above; and
(vi) investments in money market funds which invest substantially all their
assets in securities of the types described in clauses (i) through (v) above.

     "Change of Control" means the occurrence of one or more of the following
events: (i) any sale, lease, exchange or other transfer (in one transaction or a
series of related transactions) of all or substantially all of the assets of the
Company to any Person or group of related Persons (other than to a Permitted
Holder) for purposes of Section 13(d) of the Exchange Act (a "Group"), together
with any Affiliates thereof (whether or not otherwise in compliance with the
provisions of this Indenture); (ii) 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); (iii) any Person or Group (other than the Permitted Holders) shall
become the owner, directly or indirectly, beneficially or of record, of shares
representing more than 50% of the aggregate ordinary voting power represented by
the issued and outstanding Capital Stock of the Company; (iv) the replacement of
a majority of the Board of Directors of the Company (other than in accordance
with the terms of the Series A Preferred Stock so long as Occidental owns
greater than 50% of the then outstanding shares of the Series A Preferred Stock)
over a two-year 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; or (v) the Company consolidates
with, or merges with or into, another Person, or sells, assigns, conveys,
transfers, leases or otherwise disposes of all or substantially all of its
assets to any Person, or any Person consolidates with, or merges with or into,
the Company, in any such event pursuant to a transaction in which the shares
representing the aggregate ordinary voting power represented by the issued and
outstanding Capital Stock of the Company is converted into or exchanged for
cash, securities or other property, other than (A) any such transaction where
(1) the shares representing the issued and outstanding ordinary voting Capital
Stock of the Company are converted into or exchanged for (I) ordinary voting
Capital Stock (other than Disqualified Capital Stock) of the surviving or
transferee corporation and/or (II) cash, securities and other property in an
amount which could be paid by the Company as a Restricted Payment under this
Indenture and (2) the "beneficial owners" of the shares representing the issued
and outstanding ordinary voting Capital Stock of the Company immediately prior
to such transaction own, directly or indirectly, shares of Capital Stock
representing not less than a majority of voting power of all issued and
outstanding shares of Capital Stock of the surviving or transferee corporation
immediately after such transaction or (B) any such transaction as a result of
which the Permitted Holders own shares of Capital Stock

                                       3

<PAGE>

representing more than 50% of the voting power of all issued and outstanding
shares of Capital Stock of the surviving or transferee corporation immediately
after such transaction.

     "Change of Control Offer" has the meaning set forth in Section 4.16.

     "Change of Control Payment Date" has the meaning set forth in Section 4.16.

     "Commission" means the Securities and Exchange Commission, or any successor
agency thereto with respect to the regulation or registration of securities.

     "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 this Indenture until a successor
replaces it pursuant to this Indenture.

     "Consolidated EBITDA" means, with respect to any Person, for any period,
the sum (without duplication) of (i) Consolidated Net Income and (ii) to the
extent Consolidated Net Income has been reduced thereby, (A) all income taxes of
such Person and its Subsidiaries paid or accrued in accordance with GAAP for
such period, (B) Consolidated Interest Expense and (C) Consolidated Non-cash
Charges less any non-cash items increasing Consolidated Net Income for such
period, all as determined on a consolidated basis for such Person arid its
Subsidiaries in accordance with GAAP.

     "Consolidated Fixed Charge Coverage Ratio" means, with respect to any
Person, the ratio of Consolidated EBITDA of such Person 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
such Person for the Four Quarter Period. In addition to and 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 (i) the incurrence or
repayment of any Indebtedness of such Person or any of its 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 (ii) any Asset Sales or Asset Acquisitions
(including, without limitation, any Asset Acquisition giving rise to the need to
make such calculation as a result of such Person or one of its Subsidiaries
(including any Person who becomes a Subsidiary as a result of the Asset
Acquisition) incurring, assuming or otherwise being liable for Acquired
Indebtedness and including, without limitation, by giving pro forma effect to
any Consolidated EBITDA (provided that such pro forma Consolidated EBITDA shall
be calculated in a manner consistent with the

                                       4

<PAGE>

exclusions in the definition of "Consolidated Net Income") attributable to the
assets which are the subject of the Asset Acquisition or Asset Sale during the
Four Quarter Period) 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 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 such Person or any of its
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 such Person or any Subsidiary of such Person 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 this "Consolidated Fixed Charge Coverage
Ratio," (1) 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; (2)
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 (3) notwithstanding clause (1) above,
interest on Indebtedness determined on a fluctuating basis, to the extent such
interest is covered by 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 any Person for any
period, the sum, without duplication, of (i) Consolidated Interest Expense
(excluding any amortization or write off of deferred financing costs), plus (ii)
the product of (x) the amount of all dividend payments on any series of
Preferred Stock of such Person (other than dividends paid in Qualified Capital
Stock) paid, accrued or scheduled to be paid or accrued during such period times
(y) 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 tax
rate of such Person, expressed as a decimal.

     "Consolidated Interest Expense" means, with respect to any Person for any
period, the sum of, without duplication: (i) the aggregate of the interest
expense of such Person and its Subsidiaries for such period determined on a
consolidated basis in accordance with GAAP, including, without limitation, (a)
any amortization of debt discount and any amortization or write off of deferred
financing costs, (b) the net costs under Interest Swap Obligations, (c) all
capitalized interest and (d) the interest portion of any deferred payment
obligation; and (ii) the interest component of Capitalized Lease Obligations
paid, accrued and/or scheduled to be paid or accrued by such Person and its
Subsidiaries during such period as determined on a consolidated basis in
accordance with GAAP.

     "Consolidated Net Income" means, with respect to any Person, for any
period, the aggregate net income (or loss) of such Person and its Subsidiaries
for such period on a consolidated basis, determined in accordance with GAAP;
provided that there shall be excluded therefrom (a) after-tax gains from Asset
Sales or abandonments or reserves relating thereto, (b) after-tax items
classified as extraordinary or nonrecurring gains or losses, (c) the net income
of any Person acquired in a "pooling of interests" transaction accrued prior to
the date it becomes a Subsidiary of the referent Person or is merged or
consolidated with the referent Person or any

                                       5

<PAGE>

Subsidiary of the referent Person, (d) the net income (but not loss) of any
Subsidiary of the referent Person to the extent that the declaration of
dividends or similar distributions by that Subsidiary of that income is
restricted by contract, operation of law or otherwise, (e) the net income of any
Person, other than a Subsidiary of the referent Person, except to the extent of
cash dividends or distributions paid to the referent Person or to a Wholly Owned
Subsidiary of the referent Person by such Person, (f) 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, (g) income or loss attributable to discontinued operations (including,
without limitation, operations disposed of during such period whether or not
such operations were classified as discontinued) and (h) in the case of a
successor to the referent Person by consolidation or merger or as a transferee
of the referent Person's assets, any earnings of the successor corporation prior
to such consolidation, merger or transfer of assets.

     "Consolidated Net Worth" of any Person means the consolidated stockholders'
equity of such Person, determined on a consolidated basis in accordance with
GAAP, less (without duplication) amounts attributable to Disqualified Capital
Stock of such Person.

     "Consolidated Non-cash Charges" means, with respect to any Person, for any
period, the aggregate depreciation, amortization and other non-cash expenses of
such Person and its Subsidiaries reducing Consolidated Net Income of such Person
and its Subsidiaries for such period, determined on a consolidated basis in
accordance with GAAP (including, without limitation, any LIFO adjustments, but
excluding any such charges constituting an extraordinary item or loss or any
such charge which requires an accrual of or a reserve for cash charges for any
future period).

     "Corporate Trust Office" means the principal office of the Trustee where it
conducts its corporate trust administrative functions, which office is currently
located at 101 Barclay Street New York, New York 10286.

     "Covenant Defeasance" has the meaning set forth in Section 8.01.

     "Credit Agreement" means credit agreement(s) to be entered into by the
Company and one or more lenders, and all amendments thereto, together with the
related documents thereto (including, without limitation, any guarantee
agreements and security documents, in each case as such agreements may be
amended (including any amendment and restatement thereof), supplemented or
otherwise modified from time to time, including any agreement extending the
maturity of, refinancing, replacing or otherwise restructuring all or any
portion of the Indebtedness under such agreement(s) or any successor or
replacement agreement(s) and whether by the same or any other agent, lender or
group of lenders.

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

     "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.

                                       6

<PAGE>

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

     "Disqualified Capital Stock" means that portion of any Capital Stock which,
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 redeemable at the sole option of the holder thereof, in any case, on or prior
to the final maturity date of the Securities.

     "Event of Default" has the meaning set forth in Section 6.01.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended, or
any successor statute or statutes thereto.

     "Exchange Agreements" means, collectively, the agreements pursuant to which
the Holders have exchanged Old Notes for the Notes.

     "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 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.

     "Final Maturity Date" means July 15, 2008.

     "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and Statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as 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 Security" means a security evidencing all or a portion of the
Securities issued to the Depository or its nominee in accordance with Section
2.01 and bearing the legend set forth in Exhibit C.

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

     "Indebtedness" means with respect to any Person, without duplication, (i)
all Obligations of such Person for borrowed money, (ii) all Obligations of such
Person evidenced by bonds, debentures, notes or other similar instruments, (iii)
all Capitalized Lease Obligations of such Person, (iv) 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), (v) all Obligations for the reimbursement
of any obligor on any letter of credit, banker's acceptance or similar credit

                                       7

<PAGE>

transaction, (vi) guarantees and other contingent obligations in respect of
Indebtedness referred to in clauses (i) through (v) above and clause (viii)
below, (vii) all Obligations of any other Person of the type referred to in
clauses (i) through (vi) which 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, (viii) all Obligations under currency agreements and interest swap
agreements of such Person and (ix) 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. For purposes hereof, the "maximum fixed repurchase price" of
any Disqualified Capital Stock which does not have a fixed repurchase price
shall be calculated in accordance with the terms of such Disqualified Capital
Stock as if such Disqualified Capital Stock were purchased on any date on which
Indebtedness shall be required to be determined pursuant to 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 issuer of such
Disqualified Capital Stock.

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

     "Independent Financial Advisor" means an accounting firm, appraisal firm,
investment banking firm or consultant to Persons engaged in a Related Business,
in each case, of nationally recognized standing that is, in the judgment of the
Company's Board of Directors, qualified to perform the task for which it has
been engaged.

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

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

     "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.

     "Investment" means, with respect to any Person, any direct or indirect loan
or other extension of credit (including, without limitation, a guarantee) or
capital contribution to (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 any purchase or acquisition by such Person of any Capital Stock,
bonds, notes, debentures or other securities or evidences of Indebtedness issued
by, any Person. "Investment" shall exclude extensions of trade credit by the
Company or any Subsidiary on commercially reasonable terms in accordance with
normal trade practices of the Company or such Subsidiary, as the case may be. If
the Company or any Subsidiary of the Company sells or

                                       8

<PAGE>

otherwise disposes of any Common Stock of any direct or indirect Subsidiary of
the Company such that, after giving effect to any such sale or disposition, the
Company no longer owns, directly or indirectly, 100% of the outstanding Common
Stock of such 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 Common Stock of such Subsidiary not sold or disposed of.

     "Issue Date" means the date of original issuance of the Series A Securities
under this Indenture.

     "Legal Defeasance" has the meaning set forth in Section 8.01.

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

     "Management Services Agreement" means that certain Management Services
Agreement dated as of the Issue Date by and between Leonard Green & Partners,
L.P., on the one hand, and the Company, on the other hand, providing for certain
fees, expenses and reimbursements to be paid to Leonard Green & Partners, L.P.,
as such Management Services Agreement may be amended from time to time so long
as such amendments are in compliance with Section 4.12.

     "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 its Subsidiaries from such Asset Sale net of (a)
reasonable out-of-pocket expenses and fees relating to such Asset Sale
(including, without limitation, legal, accounting and investment banking fees
and sales commissions), (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) repayment of Indebtedness that
is required to be repaid in connection with such Asset Sale, (d) appropriate
amounts to be provided by the Company or any 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 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, and (e) that portion of the cash or Cash Equivalents
attributable to the Capital Stock of a Subsidiary which is not a Wholly Owned
Subsidiary of the Company held, directly or indirectly, by any Person which is
not the Company or a Wholly Owned Subsidiary of the Company.

     "Net Proceeds Offer" has the meaning set forth in Section 4.17.

     "Net Proceeds Offer Amount" has the meaning set forth in Section 4.17.

     "Net Proceeds Offer Payment Date" has the meaning set forth in Section
4.17.

                                       9

<PAGE>

     "Net Proceeds Offer Trigger Date" has the meaning set forth in Section
4.17.

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

     "Occidental" means Occidental Petroleum Corporation, a Delaware
corporation.

     "Occidental Supply Agreement" means the supply agreement between a
subsidiary of Occidental and the Company as in effect on the Issue Date.

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

     "Officers' Certificate" means a certificate signed by two Officers of the
Company.

     "Offshore Physical Securities" has the meaning set forth in Section 2.01.

     "Old Notes" means the 10 3/8 % Senior Notes due 2004 of the Company.

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

     "Participants" has the meaning set forth in Section 2.15.

     "Paying Agent" has the meaning set forth in Section 2.03.

     "Permitted Holders" means Green Equity Investors II, L.P., senior
management of the Company as in effect on the Issue Date and Occidental,
including in each case, their respective Affiliates.

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

          (i)    the Series A Securities issued on the Issue Date in an
     aggregate principal amount not to exceed the lesser of (i) $70.0 million
     and (ii) the aggregate principal amount of Series A Securities and Series B
     Securities or Private Exchange Notes issued in exchange therefor pursuant
     to the Registration Rights Agreements and any replacement Security therefor
     issued pursuant to Section 2.07 outstanding as of July 15, 2003;

          (ii)   Indebtedness incurred pursuant to a Credit Agreement(s) in an
     aggregate principal amount at any time outstanding not to exceed the
     greater of (a) $35.0 million and (b) the sum of 80% of the total accounts
     receivable and 60% of the total inventory of the Company and its
     Subsidiaries, less in each case the amount of any prepayments made with the
     proceeds of an Asset Sale or assumed in connection with an Asset Sale;

                                       10

<PAGE>

          (iii)  other Indebtedness of the Company and its Subsidiaries
     outstanding on the Issue Date, including Old Notes;

          (iv)   Interest Swap Obligations of the Company covering
     Indebtedness of the Company or any of its Subsidiaries and Interest Swap
     Obligations of any Subsidiary of the Company covering Indebtedness of such
     Subsidiary; provided, however, that such Interest Swap Obligations are
     entered into to protect the Company and its 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
     Obligation does not exceed the principal amount of the Indebtedness to
     which such Interest Swap Obligation relates;

          (v)    Indebtedness of a Subsidiary of the Company to the Company or
     to a Wholly Owned Subsidiary of the Company for so long as such
     Indebtedness is held by the Company or a Wholly Owned Subsidiary of the
     Company, in each case subject to no Lien held by a Person other than the
     Company or a Wholly Owned Subsidiary of the Company; provided that if as of
     any date any Person other than the Company or a Wholly Owned Subsidiary of
     the Company owns or holds any such Indebtedness or holds a Lien in respect
     of such Indebtedness, such date shall be deemed the incurrence of
     Indebtedness not constituting Permitted Indebtedness by the issuer of such
     Indebtedness;

          (vi)   Indebtedness of the Company to a Wholly Owned Subsidiary of
     the Company for so long as such Indebtedness is held by a Wholly Owned
     Subsidiary of the Company, in each case subject to no Lien held by a Person
     other than a Wholly Owned Subsidiary of the Company; provided that if as of
     any date any Person other than a Wholly Owned Subsidiary of the Company
     owns or holds any such Indebtedness or any Person other than a Wholly Owned
     Subsidiary of the Company holds a Lien in respect of such Indebtedness,
     such date shall be deemed the incurrence of Indebtedness not constituting
     Permitted Indebtedness by the Company;

          (vii)  Indebtedness arising from the honoring by a bank or other
     financial institution of a check, draft or similar instrument 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 two business days of incurrence;

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

          (ix)   Refinancing Indebtedness;

          (x)    Capitalized Lease Obligations and Purchase Money
     Indebtedness of the Company or any of its Subsidiaries in an aggregate
     principal amount not to exceed $5.0 million at any one time outstanding;
     and

                                       11

<PAGE>

          (xi)   additional Indebtedness of the Company in an aggregate
     principal amount not to exceed $10.0 million at any one time outstanding.

     "Permitted Investments" means (i) Investments by the Company or any Wholly
Owned Subsidiary of the Company in any Person that is or will become, or
Investments by the Company or any Wholly Owned Subsidiary of the Company which
result in any Person becoming, in any case, immediately after such Investment, a
Wholly Owned Subsidiary of the Company or that will merge or consolidate into
the Company or a Wholly Owned Subsidiary of the Company; (ii) Investments by any
Wholly Owned Subsidiary of the Company in the Company; (iii) Investments in cash
and Cash Equivalents; (iv) loans and advances to employees and officers of the
Company and its Subsidiaries in the ordinary course of business for bona fide
business purposes not in excess of $500,000 at any one time outstanding; (v)
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; and (vi) Investments made by
the Company or its Subsidiaries as a result of consideration received in
connection with an Asset Sale made in compliance with Section 4.17.

     "Permitted Liens" means the following types of Liens:

          (i)    Liens securing Indebtedness incurred under the Credit
     Agreement or pursuant to clause (xi) of the definition of Permitted
     Indebtedness;

          (ii)   Liens for taxes, assessments or governmental charges or
     claims either (a) not delinquent or (b) contested in good faith by
     appropriate proceedings and as to which the Company or its Subsidiaries
     shall have set aside on their books such reserves as may be required
     pursuant to GAAP;

          (iii)  statutory and contractual Liens of landlords and Liens of
     carriers, warehousemen, mechanics, suppliers, materialmen, repairmen and
     other Liens imposed by law incurred 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;

          (iv)   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);

          (v)    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;

                                       12

<PAGE>

          (vi)   easements, rights-of-way, zoning restrictions and other
     similar charges or encumbrances in respect of real property not interfering
     in any material respect with the ordinary conduct of the business of the
     Company or any of its Subsidiaries;

          (vii)  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;

          (viii) Liens securing Purchase Money Indebtedness of the Company or
     any Subsidiary of the Company acquired in the ordinary course of business;
     provided, however, that (A) the Purchase Money Indebtedness shall not
     exceed the cost of such property or assets and shall not be secured by any
     property or assets of the Company or any Subsidiary of the Company other
     than the property and assets so acquired and (B) the Lien securing such
     Indebtedness shall be created within 90 days of such acquisition;

          (ix)   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;

          (x)    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;

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

          (xii)  Liens securing Interest Swap Obligations which Interest Swap
     Obligations relate to Indebtedness that is otherwise permitted under this
     Indenture;

          (xiii) Liens securing Acquired Indebtedness incurred in accordance
     with Section 4.04; provided that (A) such Liens secured such Acquired
     Indebtedness at the time of and prior to the incurrence of such Acquired
     Indebtedness by the Company or a Subsidiary of the Company and were not
     granted in connection with, or in anticipation of, the incurrence of such
     Acquired Indebtedness by the Company or a Subsidiary of the Company and (B)
     such Liens do not extend to or cover any property or assets of the Company
     or of any of its Subsidiaries other than the property or assets that
     secured the Acquired Indebtedness prior to the time such Indebtedness
     became Acquired Indebtedness of the Company or a Subsidiary of the Company
     and are no more favorable to the lienholders than those securing the
     Acquired Indebtedness prior to the incurrence of such Acquired Indebtedness
     by the Company or a Subsidiary of the Company; and

          (xiv)  Liens created under this Indenture.

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

                                       13

<PAGE>

     "Physical Securities" has the meaning set forth in Section 2.01.

     "Poolmart" means Poolmart USA Inc., a Delaware corporation.

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

     "Private Exchange Notes" has the meaning set forth in the Registration
Rights Agreement.

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

     "pro forma" means, with respect to any calculation made or required to be
made pursuant to the terms of this Indenture, a calculation in accordance with
Article 11 of Regulation S-X under the Securities Act as interpreted by the
Company's Board of Directors in consultation with its independent certified
public accountants.

     "Public Equity Offering" means an underwritten public offering of Qualified
Capital Stock of the Company pursuant to a registration statement filed with the
Commission in accordance with the Securities Act or any successor statute.

     "Purchase Money Indebtedness" means Indebtedness of the Company and its
Subsidiaries incurred in connection with the purchase of businesses (including
Capital Stock of businesses primarily engaged in a Related Business), properties
or assets for the business of the Company and its Subsidiaries and any
Refinancing thereof.

     "Qualified Capital Stock" means the Series A Preferred Stock and any other
Capital Stock that is not Disqualified Capital Stock.

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

     "Record Date" means the applicable Record Date specified in the Securities;
provided that if any such date is not a Business Day, the Record Date shall be
the first day immediately preceding such specified day that is a Business Day.

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

     "Redemption Price," when used with respect to any Security to be redeemed,
means the price fixed for such redemption, payable in immediately available
funds, pursuant to this Indenture and the Securities.

     "Reference Date" has the meaning set forth in Section 4.03.

                                       14

<PAGE>

     "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
Subsidiary of the Company of Indebtedness incurred in accordance with Section
4.04 (other than pursuant to clause (ii), (iv), (v), (vi), (vii), (viii), (x) or
(xi) of the definition of Permitted Indebtedness), to the extent that such
Refinancing does not (1) result in an increase in the aggregate principal amount
of the Indebtedness of such Person as of the date of such proposed Refinancing
(plus the amount of any premium required to be paid under the terms of the
instrument governing such Indebtedness and plus the amount of reasonable
expenses incurred by the Company in connection with such Refinancing) or (2)
create Indebtedness with (A) a Weighted Average Life to Maturity that is less
than the Weighted Average Life to Maturity of the Indebtedness being Refinanced
or (B) a final maturity earlier than the final maturity of the Indebtedness
being Refinanced; provided that (x) if such Indebtedness being Refinanced is
Indebtedness solely of the Company, then such Refinancing Indebtedness shall be
Indebtedness solely of the Company and (y) if such Indebtedness being Refinanced
is subordinate or junior to the Securities, then such Refinancing Indebtedness
shall be subordinate to the Securities at least to the same extent and in the
same manner as the Indebtedness being Refinanced.

     "Registered Exchange Offer" means the offer to exchange the Series B
Securities for all of the outstanding Series A Securities in accordance with the
Registration Rights Agreements.

     "Registrar" has the meaning set forth in Section 2.03.

     "Registration Rights Agreements" means the Registration Rights Agreements
dated as of the Issue Date between the Company and the parties to the Exchange
Agreements.

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

     "Related Business" means a business whose revenues are derived from the
general business conducted by the Company on the Issue Date or any business or
activity that is reasonably similar thereto or a reasonable extension,
development or expansion thereof or ancillary thereto.

     "Replacement Assets" has the meaning set forth in Section 4.17.

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

     "Restricted Payments" has the meaning set forth in Section 4.03.

                                       15

<PAGE>

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

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

     "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 Subsidiary of any property, whether owned by the
Company or any Subsidiary at the Issue Date or later acquired, which has been or
is to be sold or transferred by the Company or such Subsidiary to such Person or
to any other Person by whom funds have been or are to be advanced on the
security of such Property.

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

     "Securities" means the Series A Securities, the Series B Securities, the
Private Exchange Notes, if any, and any securities issued pursuant to Section
2.02, treated as a single class of securities, as amended or supplemented from
time to time in accordance with the terms of this Indenture.

     "Securities Act" means the Securities Act of 1933, as amended, or any
successor statute or statutes thereto.

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

     "Series A Preferred Stock" means the Series A Preferred Stock of the
Company issued pursuant to the Certificate of Designation, Preferences and
Rights of Series A Redeemable Preferred Stock, as in effect on the Issue Date.

     "Series A Securities" means the 10 3/8 % Senior Notes due 2008, Series A,
of the Company issued pursuant to this Indenture and sold pursuant to the
Exchange Agreements.

     "Series B Securities" means the 10 3/8% Senior Notes due 2008, Series B, of
the Company to be issued in exchange for the Series A Securities pursuant to the
Registered Exchange Offer and the Registration Rights Agreements.

     "Significant Subsidiary" shall have the meaning set forth in Rule 1.02(w)
of Regulation S-X under the Securities Act.

     "Subsidiary," with respect to any Person, means (i) any corporation of
which the outstanding Capital Stock having at least a majority of the votes
entitled to be cast in the election of directors under ordinary circumstances
shall at the time be owned, directly or indirectly, by such Person; or (ii) any
other Person of which at least a majority of the voting interest under ordinary
circumstances is at the time, directly or indirectly, owned by such Person.

     "Surviving Entity" has the meaning set forth in Section 5.01.

                                       16

<PAGE>

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

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

     "U.S. Government Obligations" shall have the meaning set forth in Section
8.01.

     "U.S. Legal Tender" means such coin or currency of the United States of
America as at the time of payment shall be legal tender for the payment of
public and private debts.

     "U.S. Physical Securities" has the meaning set forth in Section 2.01.

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

     "Wholly Owned Subsidiary" of any Person means any Subsidiary of such Person
of which all the outstanding voting securities (other than in the case of a
foreign Subsidiary, directors' qualifying shares or an immaterial amount of
shares required to be owned by other Persons pursuant to applicable law) are
owned by such Person or any Wholly Owned Subsidiary of such Person.

SECTION 1.02.  Incorporation by Reference of TIA.

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

          "indenture securities" means the Securities.

          "indenture security holder" means a Holder or a Securityholder.

          "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 Securities.

                                       17

<PAGE>

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

SECTION 1.03.  Rules of Construction.

     Unless the context otherwise requires:

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

          (2)  "or" is not exclusive;

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

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

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

                                   ARTICLE TWO

                                 THE SECURITIES

SECTION 2.01.  Form and Dating.

     The Series A Securities and the Trustee's certificate of authentication
thereof shall be substantially in the form or Exhibit A hereto, which is hereby
incorporated in and expressly made a part of this Indenture. The Series B
Securities and the Trustee's certificate of authentication thereof shall be
substantially in the form of Exhibit B hereto, which is hereby incorporated in
and expressly made a part of this Indenture. The Securities may have notations,
legends or endorsements required by law, stock exchange rule or usage. The
Company and the Trustee shall approve the form of the Securities and any
notation, legend or endorsement on them. Each Security shall be dated the date
of its issuance and shall show the date of its authentication.

     The terms and provisions contained in the Securities, annexed hereto as
Exhibits A and B, 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.

     Securities offered and sold in reliance on Rule 144A and Securities offered
and sold to institutional "accredited investors" (as defined in Rule 501 (a)
(1), (2), (3) or (7) under the Securities Act) shall be issued initially in the
form of one or more permanent Global Securities in registered form,
substantially in the form set forth in Exhibit A ("Global Securities"),
deposited with the Trustee, as custodian for the Depository, and shall bear the
legend set forth on Exhibit C. The aggregate principal amount of any Global
Security may from time to time be

                                       18

<PAGE>

increased or decreased by adjustments made on the records of the Trustee, as
custodian for the Depository, as hereinafter provided.

     Securities offered and sold in offshore transactions in reliance on
Regulation S shall be issued in the form of certificated Securities in
registered form set forth in Exhibit A (the "Offshore Physical Securities").
Securities offered and sold in reliance on any other exemption from registration
under the Securities Act other than as described in the preceding paragraph
shall be issued, and Securities offered and sold in reliance on Rule 144A may be
issued, in the form of certificated Securities in registered form in
substantially the form set forth in Exhibit A (the "U.S. Physical Securities").
The Offshore Physical Securities and the U.S. Physical Securities are sometimes
collectively herein referred to as the "Physical Securities."

SECTION 2.02.  Execution and Authentication.

     Two Officers, or an Officer and an Assistant Secretary, shall sign, or one
Officer shall sign and one Officer or an Assistant Secretary (each of whom
shall, in each case, have been duly authorized by all requisite corporate
actions) shall attest to, the Securities for the Company by manual or facsimile
signature. The Company's seal may also be reproduced on the Securities.

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

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

     The Trustee shall authenticate (i) Series A Securities for original issue
on the Issue Date and at any time up to, but no later than, July 15, 2003 in the
aggregate principal amount not to exceed $70,000,000, (ii) Series B Securities
from time to time only in exchange for a like principal amount of Series A
Securities, and (iii) Private Exchange Notes from time to time only in exchange
for a like principal amount of Series A Securities. The Officers' Certificate
shall specify the amount of Securities to be authenticated, the series of
Securities and the date on which the Securities are to be authenticated. The
aggregate principal amount of Securities outstanding at any time may not exceed
$70,000,000 (or such lesser amount as is outstanding on July 15, 2003), except
as provided in Section 2.07. Upon receipt of a written order of the Company in
the form of an Officers' Certificate, the Trustee shall authenticate Securities
in substitution for Securities originally issued to reflect any name change of
the Company.

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

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

                                       19

<PAGE>

SECTION 2.03.  Registrar and Paying Agent.

     The Company shall maintain an office or agency in the Borough of Manhattan,
The City of New York, where (a) Securities may be presented or surrendered for
registration of transfer or for exchange ("Registrar"), (b) Securities may be
presented or surrendered for payment ("Paying Agent") and (c) notices and
demands in respect of the Securities and this Indenture may be served. The
Registrar shall keep a register of the Securities and of their transfer and
exchange. The Company, upon notice to the Trustee, may have one or more
Co-Registrars and one or more additional Paying Agents reasonably acceptable to
the Trustee. The term "Paying Agent" includes any additional Paying Agent.
Neither the Company nor any Affiliate of the Company may act as Paying Agent.

     The Company shall enter into an appropriate agency agreement with any Agent
not a party to this Indenture, which agreement shall incorporate the provisions
of the TIA and implement the provisions of this Indenture that relate to such
Agent. The Company shall notify the Trustee, in advance, of the name and address
of any such Agent. If the Company fails to maintain a Registrar or Paying Agent,
or fails to give the foregoing notice, the Trustee shall act as such.

     The Company initially appoints the Trustee as Registrar, Paying Agent and
agent for service of demands and notices in connection with the Securities,
until such time as the Trustee has resigned or a successor has been appointed.
The Paying Agent or Registrar may resign upon 30 days notice to the Company.

SECTION 2.04.  Paying Agent to Hold Assets in Trust.

     The Company shall require each Paying Agent other than the Trustee to agree
in writing that each Paying Agent shall hold in trust for the benefit of Holders
or the Trustee all assets held by the Paying Agent for the payment of principal
of, or interest on, the Securities, and shall notify the Trustee of any Default
by the Company in making any such payment. The Company at any time may require a
Paying Agent to distribute all assets held by it to the Trustee and account for
any assets disbursed and the Trustee may at any time during the continuance of
any payment Default, upon written request to a Paying Agent, require such Paying
Agent to distribute all assets held by it to the Trustee and to account for any
assets distributed. Upon distribution to the Trustee of all assets that shall
have been delivered by the Company to the Paying Agent, the Paying Agent shall
have no further liability for such assets.

SECTION 2.05.  Securityholder Lists.

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

                                       20

<PAGE>

SECTION 2.06.  Transfer and Exchange.

     Subject to the provisions of Sections 2.15 and 2.17, when Securities are
presented to the Registrar or a Co-Registrar with a request to register the
transfer of such Securities or to exchange such Securities for an equal
principal amount of Securities of other authorized denominations of the same
series, the Registrar or Co-Registrar shall register the transfer or make the
exchange as requested if its requirements for such transaction are met;
provided, however, that the Securities surrendered for transfer or exchange
shall be duly endorsed or accompanied by a written instrument of transfer in
form satisfactory to the Company and the Registrar or Co-Registrar, duly
executed by the Holder thereof or his attorney duly authorized in writing. To
permit registrations of transfers and exchanges, the Company shall execute and
the Trustee shall authenticate Securities at the Registrar's or Co-Registrar's
written request. No service charge shall be made for any registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any transfer tax or similar governmental charge payable in connection
therewith (other than any such transfer taxes or other governmental charge
payable upon exchanges or transfers pursuant to Section 2.02, 2.10, 3.06, 4.16,
4.17 or 9.05 in which event the Company shall be responsible for the payment of
such taxes or governmental charges). The Registrar or Co-Registrar shall not be
required to register the transfer of or exchange of any Security (i) during a
period beginning at the opening of business 15 days before the mailing of a
notice of redemption of Securities and ending at the close of business on the
day of such mailing and (ii) selected for redemption in whole or in part
pursuant to Article Three, except the unredeemed portion of any Security being
redeemed in part.

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

SECTION 2.07.  Replacement Securities.

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

     Every replacement Security is an additional obligation of the Company.

SECTION 2.08.  Outstanding Securities.

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

                                       21

<PAGE>

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

     If on a Redemption Date or the Final Maturity Date the Paying Agent holds
U.S. Legal Tender sufficient to pay all of the principal and interest due on the
Securities payable on that date, then on and after that date such Securities
cease to be outstanding and interest on them ceases to accrue.

SECTION 2.09.  Treasury Securities.

     In determining whether the Holders of the required principal amount of
Securities have concurred in any direction, waiver or consent, Securities owned
by the Company or any of its Affiliates shall be disregarded, except that, for
the purposes of determining whether the Trustee shall be protected in relying on
any such direction, waiver or consent, only Securities that a Responsible
Officer of the Trustee actually knows are so owned shall be disregarded.

     The Trustee may require an Officers' Certificate listing Securities owned
by the Company or its Affiliates.

SECTION 2.10.  Temporary Securities.

     Until definitive Securities are ready for delivery, the Company may prepare
and the Trustee shall authenticate temporary Securities upon receipt of a
written order of the Company in the form of an Officers' Certificate. The
Officers' Certificate shall specify the amount of temporary Securities to be
authenticated and the date on which the temporary Securities are to be
authenticated. Temporary Securities shall be substantially in the form of
definitive Securities but may have variations that the Company considers
appropriate for temporary Securities. Without unreasonable delay, the Company
shall prepare and the Trustee shall authenticate upon receipt of a written order
of the Company pursuant to Section 2.02 definitive Securities in exchange for
temporary Securities.

SECTION 2.11.  Cancellation.

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

                                       22

<PAGE>

SECTION 2.12.  Defaulted Interest.

     If the Company defaults in a payment of principal or interest on the
Securities, it shall pay, to the extent such payments are lawful, interest on
overdue principal and on overdue installments of interest (without regard to any
applicable grace periods) from time to time on demand at the rate of 2% per
annum in excess of the rate shown on the Security.

SECTION 2.13.  CUSIP Number.

     The Company in issuing the Securities will use one or more "CUSIP" numbers
and the Trustee shall use the CUSIP numbers in notices of redemption or exchange
as a convenience to Holders. The Trustee and the Company shall not be liable for
any defect or inaccuracy in the CUSIP numbers that appear on any Security or in
any redemption notice. The Trustee, in its discretion, may include in any notice
a statement to the effect that the CUSIP numbers on the Securities have been
assigned by an independent service and are included in such notice solely for
the convenience of the holders and that neither the Trustee nor the Company make
any representation as to the correctness or accuracy of the CUSIP numbers
printed in the notice or on the Securities, and that reliance may be placed only
on the other identification numbers printed on the Securities. The Company shall
promptly notify the Trustee of any change in the CUSIP numbers.

     In the event that the Company shall issue and the Trustee shall
authenticate any Securities issued under this Indenture subsequent to the Issue
Date pursuant to clause (iv) of the first sentence of the fourth paragraph of
Section 2.02, the Company shall use its best efforts to obtain the same "CUSIP"
number for such Securities as is printed on the Securities outstanding at such
time; provided, however, that if any series of Securities issued under this
Indenture subsequent to the Issue Date is determined, pursuant to an Opinion of
Counsel of the Company in a form reasonably satisfactory to the Trustee to be a
different class of security than the Securities outstanding at such time for
federal income tax purposes, the Company may obtain a "CUSIP" number for such
Securities that is different than the "CUSIP" number printed on the Securities
then outstanding.

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

SECTION 2.14.  Deposit of Moneys.

     Prior to 10:00 a.m. New York City time on each Interest Payment Date and
the Final Maturity Date, the Company shall have deposited with the Paying Agent
in immediately available funds money sufficient to make cash payments, if any,
due on such Interest Payment Date or Final Maturity Date, as the case may be, in
a timely manner which permits the Paying Agent to remit payment to the Holders
on such Interest Payment Date or Final Maturity Date, as the case may be.

                                       23

<PAGE>

SECTION 2.15.  Book-Entry Provisions for Global Securities.

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

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

     (b)  Transfers of Global Securities shall be limited to transfers in
whole, but not in part, to the Depository, its successors or their respective
nominees. Interests of beneficial owners in the Global Securities may be
transferred or exchanged for Physical Securities in accordance with the rules
and procedures of the Depository and the provisions of Section 2.17. In
addition, Physical Securities shall be transferred to all beneficial owners in
exchange for their beneficial interests in Global Securities if (i) the
Depository notifies the Company that it is unwilling or unable to continue as
Depository for any Global Security and a successor Depository is not appointed
by the Company within 90 days of such notice or (ii) an Event of Default has
occurred and is continuing and the Registrar has received a request from the
Depository to issue Physical Securities.

     (c)  In connection with any transfer or exchange of a portion of the
beneficial interest in a Global Security to beneficial owners pursuant to
paragraph (b) of this Section 2.15, the Registrar shall (if one or more Physical
Securities are to be issued) reflect on its books and records the date and a
decrease in the principal amount of the beneficial interest in the Global
Security to be transferred, and the Company shall execute, and the Trustee shall
authenticate and make available for delivery, one or more Physical Securities of
like tenor and amount.

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

     (e)  Any Physical Security constituting a Restricted Security delivered in
exchange for an interest in a Global Security pursuant to paragraph (b) of this
Section 2.15 shall, except as otherwise provided by Section 2.17, bear the
Private Placement Legend.

                                       24

<PAGE>

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

SECTION 2.16.  Obligation of Trustee.

     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 Security (including any transfers between or among Depository
Participants or beneficial owners of interest in any Global Security) 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 2.17.  Registration of Transfers and Exchanges.

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

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

          (ii) to exchange such Physical Securities for an equal number of
     Physical Securities of other authorized denominations,

the Registrar or Co-Registrar shall register the transfer or make the exchange
as requested if the requirements under this Indenture as set forth in this
Section 2.17 for such transactions are met; provided, however, that the Physical
Securities presented or surrendered for registration of transfer or exchange:

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

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

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

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

                                       25

<PAGE>

               (C)  if such Physical Security is being transferred to an
          Institutional Accredited Investor, delivery of a certification to that
          effect (substantially in the form of Exhibit D hereto) and a
          Transferee Certificate for Institutional Accredited Investors
          substantially in the form of Exhibit E hereto; or

               (D)  if such Physical Security is being transferred in reliance
          on Regulation S, delivery of a certification to that effect
          (substantially in the form of Exhibit D hereto), a Transferee
          Certificate for Regulation S Transfers substantially in the form of
          Exhibit F hereto and an Opinion of Counsel reasonably satisfactory to
          the Company to the effect that such transfer is in compliance with
          Regulation S under the Securities Act; or

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

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

     (b)  Restrictions on Transfer of a Physical Security for a Beneficial
Interest in a Global Security. A Physical Security may not be exchanged for a
beneficial interest in a Global Security except upon satisfaction of the
requirements set forth below. Upon receipt by the Registrar or Co-Registrar of a
Physical Security, duly endorsed or accompanied by appropriate instruments of
transfer, in form satisfactory to the Registrar or Co-Registrar, together with:

          (A)  certification, substantially in the form of Exhibit D hereto,
     that such Physical Security is being transferred (I) to a Qualified
     Institutional Buyer, (II) to an Institutional Accredited Investor or (III)
     in an offshore transaction in reliance on Regulation S; and

          (B)  written instructions directing the Registrar or Co-Registrar to
     make, or to direct the Depository to make, an endorsement on the applicable
     Global Security to reflect an increase in the aggregate amount of the
     Securities represented by the Global Security,

then the Registrar or Co-Registrar shall cancel such Physical Security and
cause, or direct the Depository to cause, in accordance with the standing
instructions and procedures existing between the Depository and the Registrar or
Co-Registrar, the principal amount of Securities represented by the applicable
Global Security to be increased accordingly. If no Global Security representing
Securities held by Qualified Institutional Buyers, Institutional Accredited
Investors or Persons acquiring Securities in offshore transactions in reliance
on Regulation S, as the case

                                       26

<PAGE>

may be, is then outstanding, the Company shall issue and the Trustee shall, upon
written instructions from the Company in accordance with Section 2.02,
authenticate such a Global Security in the appropriate principal amount.

     (c)  Transfer and Exchange of Global Securities. The transfer and exchange
of Global Securities or beneficial interests therein shall be effected through
the Depository in accordance with this Indenture (including the restrictions on
transfer set forth herein) and the procedures of the Depository therefor. Upon
receipt by the Registrar or Co-Registrar of written instructions, or such other
instruction as is customary for the Depository, from the Depository or its
nominee, requesting the registration of transfer of an interest in a QIB Global
Security to another type of Global Security, together with the applicable Global
Securities (or, if the applicable type of Global Security required to represent
the interest as requested to be transferred is not then outstanding, only the
Global Security representing the interest being transferred), the Registrar or
Co-Registrar shall cancel such Global Securities (or Global Security) and the
Company shall issue and the Trustee shall, upon written instructions from the
Company in accordance with Section 2.02, authenticate new Global Securities of
the types so cancelled (or the type so cancelled and applicable type required to
represent the interest as requested to be transferred) reflecting the applicable
increase and decrease of the principal amount of Securities represented by such
types of Global Securities, giving effect to such transfer. If the applicable
type of Global Security required to represent the interest as requested to be
transferred is not outstanding at the time of such request, the Company shall
issue and the Trustee shall, upon written instructions from the Company in
accordance with Section 2.02, authenticate a new Global Security of such type in
principal amount equal to the principal amount of the interest requested to be
transferred.

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

          (i)  Any Person having a beneficial interest in a Global Security may
     exchange upon request such beneficial interest for a Physical Security.
     Upon receipt by the Registrar or Co-Registrar of written instructions, or
     such other form of instructions as is customary for the Depository, from
     the Depository or its nominee on behalf of any Person having a beneficial
     interest in a Global Security and upon receipt by the Trustee of a written
     order or such other form of instructions as is customary for the Depository
     or the Person designated by the Depository as having such a beneficial
     interest containing registration instructions and, in the case of any such
     transfer or exchange of a, beneficial interest in Securities the offer and
     sale of which have not been registered under the Securities Act, the
     following additional information and documents:

               (A)  if such beneficial interest is being transferred to the
          Person designated by the Depository as being the beneficial owner, a
          certification from such Person to that effect (substantially in the
          form of Exhibit D hereto); or

               (B)  if such beneficial interest is being transferred to a
          Qualified Institutional Buyer in accordance with Rule 144A, a
          certification to that effect (substantially in the form of Exhibit D
          hereto); or

               (C)  if such beneficial interest is being transferred to an
          Institutional Accredited Investor, delivery of a certification to that
          effect (substantially in the

                                       27

<PAGE>

          form of Exhibit D hereto) and a Transferee Certificate for
          Institutional Accredited Investors substantially in the form of
          Exhibit E hereto; or

               (D)  if such beneficial interest is being transferred in reliance
          on Regulation S, delivery of a certification to that effect
          (substantially in the form of Exhibit D hereto), a Transferee
          Certificate for Regulation S Transfers substantially in the form of
          Exhibit F hereto and an Opinion of Counsel reasonably satisfactory to
          the Company to the effect that such transfer is in compliance with
          Regulation S under the Securities Act; or

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

               (F)  if such beneficial interest is being transferred in reliance
          on another exemption from the registration requirements of the
          Securities Act, a certification to that effect (substantially in the
          form of Exhibit D hereto) and an Opinion of Counsel reasonably
          satisfactory to the Company to the effect that such transfer is in
          compliance with the rules and regulations under the Securities Act
          applicable to such exemption,

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

          (ii) Securities issued in exchange for a beneficial interest in a
     Global Security pursuant to this Section 2.17(d) shall be registered in
     such names and in such authorized denominations as the Depository, pursuant
     to instructions from its direct or indirect participants or otherwise,
     shall instruct the Registrar or Co-Registrar in writing. The Registrar or
     Co-Registrar shall make available for delivery such Physical Securities to
     the Persons in whose names such Physical Securities are so registered.

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

     (f)  Private Placement Legend. Upon the transfer, exchange or replacement
of Securities not bearing the Private Placement Legend, the Registrar or
Co-Registrar shall deliver Securities that do not bear the Private Placement
Legend. Upon the transfer, exchange or

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<PAGE>

replacement of Securities bearing the Private Placement Legend, the Registrar or
Co-Registrar shall deliver only Securities that bear the Private Placement
Legend unless, and the Trustee is hereby authorized and directed to deliver
Securities without the Private Placement Legend if, (i) there is delivered to
the Trustee an Opinion of Counsel reasonably satisfactory to the Company and the
Trustee to the effect that neither such legend nor the related restrictions on
transfer are required in order to maintain compliance with the provisions of the
Securities Act or (ii) such Security has been sold pursuant to an effective
registration statement under the Securities Act.

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

     The Registrar shall retain copies of all letters, notices and other written
communications received pursuant to Section 2.15 or this Section 2.17. The
Company shall have the right to inspect and make copies of all such letters,
notices or other written communications at any reasonable time upon the giving
of reasonable written notice to the Registrar.

SECTION 2.18.  Designation.

     The Indebtedness evidenced by the Securities is hereby irrevocably
designated as "senior indebtedness" or such other term denoting seniority for
the purposes of any future Indebtedness of the Company which the Company makes
subordinate to any senior indebtedness or such other term denoting seniority.

SECTION 2.19.  Additional Interest Under Registration Rights Agreements.

     Under certain circumstances, the Company shall be obligated to pay
Additional Interest to the Holders, all as set forth in Section 4 of the
Registration Rights Agreements. The terms thereof are hereby incorporated herein
by reference.

                                  ARTICLE THREE

                                   REDEMPTION

SECTION 3.01.  Notices to Trustee.

     If the Company elects to redeem Securities pursuant to Paragraph 5 or
Paragraph 6 of the Securities, it shall notify the Trustee in writing of the
Redemption Date, the Redemption Price and the principal amount of Securities to
be redeemed. The Company shall give notice of redemption to the Paying Agent and
Trustee at least 30 days but not more than 60 days before the Redemption Date
(unless a shorter notice shall be agreed to by the Trustee in writing), together
with an Officers' Certificate stating that such redemption will comply with the
conditions contained herein.

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<PAGE>

SECTION 3.02.  Selection of Securities to be Redeemed.

     In the event that less than all of the Securities are to be redeemed at any
time, selection of such Securities for redemption will be made by the Trustee in
compliance with the requirements of the principal national securities exchange,
if any, on which the Securities are listed or, if the Securities are not then
listed on a national securities exchange, on a pro rata basis, by lot or by such
method as the Trustee shall deem fair and appropriate; provided, however, that
no Securities of a principal amount of $1,000 or less shall be redeemed in part;
and provided, further, that if a partial redemption is made with the proceeds of
a Public Equity Offering, selection of the Securities or portions thereof for
redemption shall be made by the Trustee only on a pro rata basis or on as nearly
a pro rata basis as is practicable (subject to the procedures of the
Depository), unless such method is otherwise prohibited.

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

SECTION 3.03.  Notice of Redemption.

     At least 30 days but not more than 60 days before a Redemption Date, the
Company shall mail a notice of redemption by first class mail, postage prepaid,
to each Holder whose Securities are to be redeemed at its registered address. At
the Company's request made at least 45 days before the Redemption Date, the
Trustee shall give the notice of redemption in the Company's name and at the
Company's expense. Each notice for redemption shall identify the Securities to
be redeemed (including the CUSIP number(s), if any) and shall state:

          (1)  the Redemption Date;

          (2)  the Redemption Price and the amount of accrued interest, if any,
     to be paid;

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

          (4)  that Securities called for redemption must be surrendered to the
     Paying Agent to collect the Redemption Price plus accrued interest, if any;

          (5)  that, unless the Company defaults in making the redemption
     payment, interest on Securities called for redemption ceases to accrue on
     and after the Redemption Date, and the only remaining right of the Holders
     of such Securities is to receive payment of the Redemption Price upon
     surrender to the Paying Agent of the Securities redeemed;

          (6)  if any Security is being redeemed in part, the portion of the
     principal amount of such Security to be redeemed and that, after the
     Redemption Date, and upon

                                       30

<PAGE>

     surrender of such Security, a new Security or Securities in aggregate
     principal amount equal to the unredeemed portion thereof will be issued;

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

          (8)  the Paragraph of the Securities pursuant to which the Securities
     are to be redeemed.

SECTION 3.04.  Effect of Notice of Redemption.

     Once notice of redemption is mailed in accordance with Section 3.03,
Securities called for redemption become due and payable on the Redemption Date
and at the Redemption Price plus accrued interest, if any. Upon surrender to the
Trustee or Paying Agent, such Securities called for redemption shall be paid at
the Redemption Price (which shall include accrued interest thereon to the
Redemption Date), but installments of interest, the maturity of which is on or
prior to the Redemption Date, shall be payable to Holders of record at the close
of business on the relevant Record Dates.

SECTION 3.05.  Deposit of Redemption Price.

     On or before 10:00 a.m. New York Time on the Redemption Date, the Company
shall deposit with the Paying Agent U.S. Legal Tender sufficient to pay the
Redemption Price plus accrued interest, if any, of all Securities to be redeemed
on that date.

     If the Company complies with the preceding paragraph, then, unless the
Company defaults in the payment of such Redemption Price plus accrued interest,
if any, interest on the Securities to be redeemed will cease to accrue on and
after the applicable Redemption Date, whether or nor such Securities are
presented for payment.

SECTION 3.06   Securities Redeemed in Part.

     Upon surrender of a Security that is to be redeemed in part only, the
Trustee shall upon written instruction from the Company authenticate for the
Holder a new Security or Securities in a principal amount equal to the
unredeemed portion of the Security surrendered.

                                  ARTICLE FOUR

                                    COVENANTS

SECTION 4.01.  Payment of Securities.

     The Company will pay the principal of and interest on the Securities in the
manner provided in the Securities and in this Indenture. An installment of
principal of or interest on the Securities shall be considered paid on the date
it is due if the Trustee or Paying Agent (other than the Company or an Affiliate
of the Company) holds on that date U.S. Legal Tender designated

                                       31

<PAGE>

for and sufficient to pay the installment in full and is not prohibited from
paying such money to the Holders pursuant to the terms of this Indenture.

     The Company will pay, to the extent such payments are lawful, interest on
overdue principal and interest on overdue installments of interest (without
regard to any applicable grace periods) from time to time on demand at the rate
borne by the Securities plus 2% per annum. Interest will be computed on the
basis of a. 360-day year comprised of twelve 30-day months.

SECTION 4.02.  Maintenance of Office or Agency.

     The Company will maintain in the Borough of Manhattan, The City of New
York, the office or agency required under Section 2.03. The Company shall give
prompt written notice (in any event no later than forty-eight hours after any
change in location) 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 set forth in Section 10.02.
The Company hereby initially designates the office of the Trustee at 101 Barclay
Street, Floor 8 West, New York, New York 10286 as its office or agency in the
Borough of Manhattan, the City of New York.

SECTION 4.03.  Limitation on Restricted Payments.

     The Company shall not, and shall not cause or permit any of its
Subsidiaries to, directly or indirectly, (a) 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 to holders of such Capital Stock, (b) 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, (c) make any principal payment on, purchase, defease, redeem,
prepay, decrease or otherwise acquire or retire for value, prior to any
scheduled final maturity, scheduled repayment or scheduled sinking fund payment,
any Indebtedness of the Company that is subordinate or junior in right of
payment to the Securities or (d) make any Investment (other than Permitted
Investments) (each of the foregoing actions set forth in clauses (a), (b), (c)
and (d) being referred to as a "Restricted Payment"), if at the time of such
Restricted Payment or immediately after giving effect thereto, (i) a Default or
an Event of Default shall have occurred and be continuing or (ii) the Company is
not able to incur at least $1.00 of additional Indebtedness (other than
Permitted Indebtedness) in compliance with Section 4.04 or (iii) the aggregate
amount of Restricted Payments (including such proposed Restricted Payment) made
subsequent to the Issue Date (the amount expended for such purposes, if other
than in cash, being the fair market value of such property as determined
reasonably and in good faith by the Board of Directors of the Company) shall
exceed the sum of: (w) 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 reported for any period subsequent to March 29, 2003 and on or prior
to the date the Restricted Payment occurs (the "Reference Date") (treating such
period as a single accounting period); plus (x) 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; plus (y)
without duplication of any amounts included in

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<PAGE>

clause (iii)(x) above, 100% of the aggregate net cash proceeds of any equity
contribution received by the Company from a holder of the Company's Capital
Stock; plus (z) without duplication, the sum of (1) the aggregate amount
returned in cash on or with respect to Investments (other than Permitted
Investments) made subsequent to the Issue Date whether through interest
payments, principal payments, dividends or other distributions or payments and
(2) the Net Cash Proceeds received by the Company or any Subsidiary from the
disposition of all or any portion of such Investments (other than to a
Subsidiary of the Company).

     Notwithstanding the foregoing, the provisions set forth in the immediately
preceding paragraph do not prohibit: (1) 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; (2) if no Default or Event of Default
shall have occurred and be continuing, the acquisition of any shares of Capital
Stock of the Company, either (i) solely in exchange for shares of Qualified
Capital Stock of the Company or (ii) 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; (3) if no Default
or Event of Default shall have occurred and be continuing, the acquisition of
any Indebtedness of the Company that is subordinate or junior in right of
payment to the Securities either (i) solely in exchange for shares of Qualified
Capital Stock of the Company or (ii) through the application of net proceeds of
a substantially concurrent sale for cash (other than to a Subsidiary of the
Company) of (A) shares of Qualified Capital Stock of the Company or (B)
Refinancing Indebtedness; (4) so long as no Default or Event of Default shall
have occurred and be continuing, repurchases by the Company of Common Stock of
the Company or options, warrants or other securities exercisable or convertible
into Common Stock of the Company from employees and directors of the Company or
any of its Subsidiaries or their authorized representatives upon the death,
disability or termination of employment or directorship of such employees or
directors, in an aggregate amount not to exceed $500,000 in any calendar year
and $2.0 million in the aggregate (in each case plus the amount of net cash
proceeds received by the Company from the sale of Qualified Capital Stock to
officers or directors of the Company and its Subsidiaries, provided, that such
amounts did not provide the basis for any other Restricted Payment); and (5) so
long as no Default or Event of Default shall have occurred and be continuing,
the payment of dividends on the shares of Series A Preferred Stock issued on the
Issue Date and on any additional shares of such stock issued in lieu of cash
dividends thereon with (x) the net proceeds of a sale for cash (other than to a
Subsidiary of the Company) of shares of Qualified Capital Stock of the Company
or (y) the net cash proceeds of any capital contribution to the Company to the
extent such amounts in clauses (x) and (y) did not provide the basis for any
other Restricted Payment. In determining the aggregate amount of Restricted
Payments made subsequent to the Issue Date in accordance with clause (iii) of
the immediately preceding paragraph, amounts expended pursuant to clauses
(2)(ii), 3(ii)(A), (4) and (5) shall be included in such calculation.

     Any Investment in a direct or indirect Wholly Owned Subsidiary of the
Company that becomes, directly or indirectly, a non-Wholly Owned Subsidiary of
the Company (unless the Company or a Subsidiary retains no equity interest in
such non-Wholly Owned Subsidiary) shall become a Restricted Payment on such date
in an amount equal to (A) 1.0 minus the Company's percentage interest in such
non-Wholly Owned Subsidiary times, (B) the amount of all Investments (net of any
returns previously paid on such Investment) made in such non-Wholly Owned
Subsidiary to such date, not to exceed the greater of (x) the book value of such

                                       33

<PAGE>

Subsidiary on such date and (y) the fair market value of such Subsidiary on such
date as determined (1) in good faith by the Board of Directors of the Company if
such fair market value is determined to be less than $5.0 million and (2) by an
investment banking firm of national standing if such fair market value is
determined to be in excess of $5.0 million.

     Not later than the date of making any Restricted Payment, the Company shall
deliver to the Trustee an officers' certificate stating that such Restricted
Payment complies with this Indenture and setting forth in reasonable detail the
basis upon which the required calculations were computed, which calculations may
be based upon the Company's latest available internal quarterly financial
statements.

SECTION 4.04.  Limitation on Incurrence of Additional Indebtedness.

     (a)  The Company shall not, and shall not permit any of its Subsidiaries
to, directly or indirectly, create, incur, assume, guarantee, become liable,
contingently or otherwise, with respect to, or otherwise become responsible for
payment of (collectively, "incur"), any Indebtedness (including Acquired
Indebtedness but excluding 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 (including, without limitation, Acquired Indebtedness) 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 at least 2.5 to 1.0.

     (b)  Indebtedness of a Person which is secured by a Lien on an asset
acquired by the Company or a Subsidiary of the Company (whether or not such
Indebtedness is assumed by the acquiring Person) shall be deemed incurred at the
time of the Asset Acquisition.

     (c)  The Company shall not incur any Indebtedness which by its terms (or by
the terms of any agreement governing such Indebtedness) is subordinated in right
of payment to any other Indebtedness of the Company unless such Indebtedness is
also by its terms (or by the terms of any agreement governing such Indebtedness)
made expressly subordinate in right of payment to the Securities, pursuant to
subordination provisions that are substantively identical to the subordination
provisions of such Indebtedness (or such agreement) that are most favorable to
the holders of any other Indebtedness of the Company.

SECTION 4.05.  Corporate Existence.

     Except as otherwise permitted by Article Five, the Company shall do or
cause to be done, at its own cost and expense, all things necessary to preserve
and keep in full force and effect its corporate existence and the corporate,
partnership or other existence of each of the Subsidiaries in accordance with
the respective organizational documents of the Company or the Subsidiary, as the
case may be, and the rights (charter and statutory) and material franchises of
the Company and each of the Subsidiaries; provided, however, that the Company
shall not be required to preserve any such right or franchise, or the corporate
existence of any Subsidiary, if the Board of Directors of the Company shall
determine that the preservation thereof is no longer desirable in the conduct of
the business of the Company and each of the Subsidiaries., taken as a whole, and
that the loss thereof is not, and will not be, adverse in any material respect
to the Holders.

                                       34

<PAGE>

SECTION 4.06.  Payment of Taxes and Other Claims.

     The Company will pay or discharge or cause to be paid or discharged, before
the same shall become delinquent, (a) all material taxes, assessments and
governmental charges levied or imposed upon it or any of the Subsidiaries or
upon the income, profits or property of it or any of the Subsidiaries and (b)
all lawful claims for labor, materials and supplies which, in each case, if
unpaid, might by law become a material liability or Lien upon the property of it
or any of the Subsidiaries; provided, however, that the Company shall not be
required to pay or discharge or cause to be paid or discharged any such tax,
assessment, charge or claim the amount, applicability or validity of which is
being contested in good faith by appropriate proceedings properly instituted and
diligently conducted and for which appropriate provision has been made.

SECTION 4.07.  Maintenance of Properties and Insurance.

     (a)  The Company shall cause all material properties owned by or leased by
it or any of the Subsidiaries used or useful to the conduct of its business or
the business of any of the Subsidiaries to be maintained and kept in normal
condition, repair and working order and supplied with all necessary equipment
and shall cause to be made all necessary repairs, renewals and replacements
thereof, all as in its judgment may be necessary, so that the business carried
on in connection therewith may be properly conducted at all times; provided,
however, that nothing in this Section 4.07 shall prevent the Company or any of
the Subsidiaries from discontinuing the use, operation or maintenance of any of
such properties, or disposing of any of them, if such discontinuance or disposal
is, in the judgment of the Board of Directors of the Company or any Subsidiary
concerned, or of an officer (or other agent employed by the Company or of any of
the Subsidiaries) of the Company or any of the Subsidiaries having managerial
responsibility for any such property, desirable in the conduct of the business
of the Company or any Subsidiary, and if such discontinuance or disposal is not
adverse in any material respect to the Holders.

     (b)  The Company shall maintain, and shall cause the Subsidiaries to
maintain, insurance with responsible carriers against such risks and in such
amounts, and with such deductibles, retentions, self-insured amounts and
co-insurance provisions, as are customarily carried by similar businesses of
similar size, including property and casualty loss, workers' compensation and
interruption of business insurance.

SECTION 4.08.  Compliance Certificate; Notice of Default.

     (a)  The annual financial statements delivered pursuant to Section 4.10 to
the Trustee shall be accompanied by an Officers' Certificate, one of the signers
of which shall be the principal executive officer, principal financial officer
or principal accounting officer of the Company, stating that a review of the
activities of the Company has been made under the supervision of the signing
Officers with a view to determining whether it 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 knowledge the
Company during such preceding fiscal year has kept, observed, performed and
fulfilled each and every such covenant and no Default or Event of Default
occurred during such year and at the date of such certificate there is no
Default or Event of Default that has occurred and is continuing or, if such
signers do know of such Default or Event of Default, the certificate shall
describe its status with

                                       35

<PAGE>

particularity. The Officers' Certificate shall also notify the Trustee should
the Company elect to change the manner in which it fixes its fiscal year end.

     (b)  The annual financial statements delivered pursuant to Section 4.10 to
the Trustee shall be accompanied by a written report of the Company's
independent accountants (who shall be a firm of established national reputation)
that in conducting their audit of such financial statements nothing has come to
their attention that would lead them to believe that a Default or Event of
Default under this Indenture has occurred insofar as they relate to accounting
matters or, if any such violation has occurred, specifying the nature and period
of existence thereof, it being understood that such accountants shall not be
liable directly or indirectly to any Person for any failure to obtain knowledge
of any such violation that would not be disclosed in the course of an audit
examination conducted in accordance with GAAP.

     (c)  (i) If any Default or Event of Default has occurred and is continuing
or (ii) if any Holder seeks to exercise any remedy hereunder with respect to a
claimed Default under this Indenture or the Securities, the Company shall
deliver to the Trustee, at its address set forth in Section 10.02 hereof, by
registered or certified mail or by facsimile transmission followed by hard copy
by registered or certified mail an Officers' Certificate specifying such event,
notice or other action and the status thereof within five Business Days of its
becoming aware of such occurrence.

SECTION 4.09.  Compliance with Laws.

     The Company will comply, and will cause each of the Subsidiaries to comply,
with all applicable statutes, rules, regulations, orders and restrictions of the
United States, all states and municipalities thereof, and of any governmental
department, commission, board, regulatory authority, bureau, agency and
instrumentality of the foregoing, in respect of the conduct of their respective
businesses and the ownership of their respective properties, except for such
noncompliances as would not in the aggregate have a material adverse effect on
the financial condition or results of operations of the Company and its
Subsidiaries taken as a whole.

SECTION 4.10.  Commission Reports.

     (a)  The Company will deliver to the Trustee within 15 days after it files
with the Commission, copies of the quarterly and annual reports and of the
information, documents and other reports, if any, which the Company is required
to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act.
Notwithstanding that the Company may not be required to remain subject to the
reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company
(at its own expense) will file with the Commission all information, documents
and reports required to be filed with the Commission to the extent permitted,
and provide the Trustee and the Holders with such annual reports and such
information, documents and other reports specified in Sections 13 and 15(d) of
the Exchange Act. Upon qualification of this Indenture under the TIA, the
Company shall also comply with the other provisions of TIA Section 314(a).

     (b)  Regardless of whether the Company is required to furnish such reports
to its stockholders pursuant to the Exchange Act, the Company shall cause its
consolidated financial

                                       36

<PAGE>

statements, comparable to that which would have been required to appear in
annual or quarterly reports, to be delivered to the Trustee and the Holders. The
Company will also make such reports available to prospective purchasers of the
Securities, securities analysts and broker-dealers upon their request.

     (c)  For so long as any of the Securities remain outstanding, the Company
will make available to any prospective purchaser of the Securities or beneficial
owner of the Securities in connection with any sale thereof the information
required by Rule 144A(d)(4) under the Securities Act during any period when the
Company is not subject to Section 13 or 15(d) under the Exchange Act.

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

SECTION 4.11.  Waiver of Stay; Extension of Usury Laws.

     The Company covenants (to the extent that it may lawfully do so) that it
will not at any time insist upon, plead, or in any manner whatsoever claim or
take the benefit or advantage of, any stay or extension law or any usury law or
other law that would prohibit or forgive the Company from paying all or any
portion of the principal of and/or interest on the Securities as contemplated
herein, wherever enacted, now or at any time hereafter in force, or which may
affect the covenants or the performance of this Indenture, and (to the extent
that it may lawfully do so) the Company 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 4.12.  Limitation on Transactions with Affiliates.

     (a)  The Company shall not, and shall not permit any of its 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"),
other than (x) Affiliate Transactions permitted under paragraph (b) below and
(y) Affiliate Transactions on terms that are no less favorable than those that
might reasonably have been obtained 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 Subsidiary. All Affiliate Transactions (and each 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 $1.0
million shall be approved by the Board of Directors of the Company or such
Subsidiary, as the case may be, such approval to be evidenced by a Board
Resolution stating that such Board of Directors has determined that such
transaction complies with the foregoing provisions. If the Company or any
Subsidiary of the Company enters into an Affiliate Transaction (or a series of
related Affiliate Transactions related to a common plan) that involves an
aggregate fair market value of more than

                                       37

<PAGE>

$5.0 million, the Company or such Subsidiary, as the case may be, shall, prior
to the consummation thereof, obtain a favorable opinion as to the fairness of
such transaction or series of related transactions to the Company or the
relevant Subsidiary, as the case may be, from a financial point of view, from an
Independent Financial Advisor and file the same with the Trustee.

     (b)  The restrictions set forth in clause (a) shall not apply to (i)
reasonable fees and compensation paid to and indemnity provided on behalf of,
officers, directors, employees or consultants of the Company or any Subsidiary
of the Company as determined in good faith by the Company's Board of Directors
or senior management; (ii) transactions exclusively between or among the Company
and any of its Subsidiaries or exclusively between or among such Subsidiaries;
provided such transactions are not otherwise prohibited by this Indenture; (iii)
payments of annual fees and reimbursement of reasonable expenses in accordance
with the provisions of the Management Services Agreement; (iv) any employment
agreement entered into in the ordinary course of business, (v) Restricted
Payments permitted by this Indenture and Permitted Investments, (vi) payments
made in accordance with the Occidental Supply Agreement or any other such
agreement with Occidental entered into on terms no less favorable to the Company
than those that may have been obtained in an arm's length transaction and (vii)
loans or advances to officers or employees of the Company in the ordinary course
of business not to exceed $500,000 in the aggregate at any one time outstanding.

SECTION 4.13.  Conduct of Business.

     The Company and its Subsidiaries shall not engage in any businesses other
than a Related Business.

SECTION 4.14.  Limitation on Dividend and Other Payment Restrictions Affecting
               Subsidiaries.

     The Company shall not, and shall not cause or permit any of its
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
Subsidiary of the Company to (a) pay dividends or make any other distributions
on or in respect of its Capital Stock; (b) make loans or advances or to pay any
Indebtedness or other obligation owed to the Company or any other Subsidiary of
the Company; or (c) transfer any of its property or assets to the Company or any
other Subsidiary of the Company, except for such -encumbrances or restrictions
existing under or by reason of: (1) applicable law; (2) this Indenture; (3) any
Credit Agreement; (4) customary non-assignment provisions of any contract or any
lease governing a leasehold interest of any Subsidiary of the Company, or any
customary restriction on the ability of a Subsidiary of the Company to dividend,
distribute or otherwise transfer any asset which secures Purchase Money
Indebtedness of such Subsidiary; (5) 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; (6) agreements existing on the
Issue Date to the extent and in the manner such agreements are in effect on the
Issue Date; or (7) an agreement governing Indebtedness incurred to Refinance the
Indebtedness issued, assumed or incurred pursuant to an agreement referred to in
clause (2), (3), (5) or (6) above; provided, however, that the provisions
relating to such encumbrance or restriction contained in

                                       38

<PAGE>

any such Indebtedness are no less favorable to the Company in any material
respect as determined by the Board of Directors of the Company in their
reasonable and good faith judgment than the provisions relating to such
encumbrance or restriction contained in agreements referred to in such clause
(2), (3), (5) or (6).

SECTION 4.15.  Limitation on Liens.

     The Company shall not, and shall not cause or permit any of its
Subsidiaries to, directly or indirectly, create, incur, assume or permit or
suffer to exist any Liens of any kind against or upon any property or assets of
the Company or any of its 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 profits therefrom unless (i) in the case
of Liens securing Indebtedness that is expressly subordinate or junior in right
of payment to the Securities, the Securities are secured by a Lien on such
property, assets or proceeds that is senior in priority to such Liens and (ii)
in all other cases, the Securities are equally and ratably secured, except for
(A) Liens existing as of the Issue Date to the extent and in the manner such
Liens are in effect on the Issue Date; (B) Liens of the Company or a Wholly
Owned Subsidiary of the Company on assets of any Subsidiary of the Company; (C)
Liens securing Refinancing Indebtedness which is incurred to Refinance any
Indebtedness which has been secured by a Lien permitted under this Indenture and
which has been incurred in accordance with the provisions of this Indenture;
provided, however, that such Liens (X) are no less favorable to the Holders and
are not more favorable to the lienholders with respect to such Liens than the
Liens in respect of the Indebtedness being Refinanced and (Y) do not extend to
or cover any property or assets of the Company or any of its Subsidiaries not
securing the Indebtedness so Refinanced; and (D) Permitted Liens.

SECTION 4.16.  Change of Control.

     (a)  Upon the occurrence of a Change of Control, the Company shall make an
offer to purchase (the "Change of Control Offer") all of the then outstanding
Securities pursuant to the offer described in paragraph (b) below at a purchase
price equal to 101% of the principal amount thereof, plus accrued and unpaid
interest, if any, thereon to the date of purchase.

     (b)  Within 30 days following the date upon which a Change of Control
occurred, the Company shall send, by first class mail, a notice to each Holder,
with a copy to the Trustee, which notice shall govern the terms of the Change of
Control Offer. The notice to the Holders shall contain all instructions and
materials necessary to enable such Holders to tender Securities pursuant to the
Change of Control Offer. Such notice shall state:

          (1)  that the Change of Control Offer is being made pursuant to this
     Section 4.16 and that all Securities tendered and not withdrawn will be
     accepted for payment;

          (2)  the purchase price (including the amount of accrued interest) and
     the purchase date, which shall be no earlier than 30 days nor later than 60
     days from the date such notice is mailed, other than as may be required by
     law (the "Change of Control Payment Date");

                                       39

<PAGE>

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

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

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

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

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

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

     On or before the Change of Control Payment Date, the Company shall (i)
accept for payment Securities or portions thereof tendered pursuant to the
Change of Control Offer, (ii) deposit with the Paying Agent U.S. Legal Tender
sufficient to pay the purchase price plus accrued interest, if any, of all
Securities so tendered and (iii) deliver to the Trustee Securities so accepted
together with an Officers' Certificate stating the Securities or portions
thereof being purchased by the Company. The Paying Agent shall promptly mail to
the Holders of Securities so accepted payment in an amount equal to the purchase
price plus accrued interest, if any, thereon and the Trustee shall promptly
authenticate and mail to such Holders new Securities equal in principal amount
to any unpurchased portion of the Securities surrendered. Any Securities not so
accepted shall be promptly mailed by the Company to the Holder thereof. For
purposes of this Section 4.16, the Trustee shall act as the Paying Agent.

     Any amounts remaining after the purchase of Securities pursuant to a Change
of Control Offer shall be returned by the Trustee to the Company.

     The Company shall comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and regulations are applicable in connection with the
repurchase of Securities pursuant to a Change of Control Offer. To the extent
the provisions of any securities laws or regulations conflict with the
provisions under this Section 4.16, the Company shall comply with the applicable
securities laws and regulations and shall not be deemed to have breached its
obligations under this Section 4.16 by virtue thereof.

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<PAGE>

SECTION 4.17.  Limitation on Asset Sales.

     The Company shall not, and shall not permit any of its Subsidiaries to,
consummate an Asset Sale unless (i) the Company or the applicable Subsidiary, as
the case may be, receives consideration at the time of such Asset Sale at least
equal to the fair market value of the assets sold or otherwise disposed of (as
determined in good faith by the Company's Board of Directors), (ii) at least 75%
of the consideration received for the assets sold by the Company or the
Subsidiary, as the case may be, from such Asset Sale shall be in the form of
cash or Cash Equivalents and is received at the time of such disposition;
provided, however, that (A) notes received by the Company as consideration for
an Asset Sale that are converted into cash or Cash Equivalents immediately
following the consummation of such Asset Sale or (B) the assumption by the
purchaser of assets pursuant to an Asset Sale of liabilities of the Company
(other than liabilities that are by their terms subordinate to the Securities)
shall, in each case of the immediately preceding clauses (A) and (B), be deemed
to be cash or Cash Equivalents at the time of such Asset Sale in an amount equal
to, in the case of clause (A), the amount of cash or Cash Equivalents realized
on such conversion and, in the case of clause (B), the amount of the liabilities
so assumed, as reflected on the balance sheet of the Company, and (iii)
following the consummation of an Asset Sale, the Company shall, or shall cause
such Subsidiary, within 365 days of receipt thereof either (A) to apply the Net
Cash Proceeds related to such Asset Sale to prepay any Indebtedness that by its
terms is not subordinate to the Securities, (B) to make a Permitted Investment
or an investment in properties and assets that replace the properties and assets
that were the subject of such Asset Sale or in properties and assets that will
be used in a Related Business (collectively, "Replacement Assets") or (C) a
combination of prepayment and investment permitted by the foregoing clauses
(iii)(A) and (iii)(B). On the 365th day after an Asset Sale, or such earlier
date, if any, as the Board of Directors of the Company or of such Subsidiary
determines not to apply the Net Cash Proceeds relating to such Asset Sale as set
forth in clauses (iii)IA), (iii) (B) and (iii) (C) of the next preceding
sentence (each, a "Net Proceeds Offer Trigger Date"), such aggregate amount of
Net Cash Proceeds which have not been applied on or before the applicable Net
Proceeds Offer Trigger Date as permitted in clauses (iii)(A), (iii)(B) and
(iii)(C) of the next preceding sentence (or, in the case of a Net Proceeds Offer
Trigger Date occurring prior to such 365th day, the aggregate amount of Net Cash
Proceeds that the Board of Directors has determined not to so apply) (each, a
"Net Proceeds Offer Amount") shall be applied by the Company or such Subsidiary
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 45 days following
the applicable Net Proceeds Offer Trigger Date, from all Holders on a pro rata
basis (and on a pro rata basis with the holders of Indebtedness of the Company
that is not by its terms subordinate to the Securities), that amount of
Securities equal to the Net Proceeds Offer Amount at a price equal to 100% of
the principal amount of the Securities to be purchased, plus accrued and unpaid
interest thereon, if any, to the date of purchase; provided, however, that if at
any time any non-cash consideration received by the Company or any Subsidiary of
the Company, 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), 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 4.17. 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

                                       41

<PAGE>

more 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 paragraph).

     In the event of the transfer of substantially all (but not all) of the
property and assets of the Company and its Subsidiaries as an entirety to a
Person in a transaction permitted under Section 5.01, the successor corporation
shall be deemed to have sold the properties and assets of the Company and its
Subsidiaries not so transferred for purposes of this Section 4.17, and shall
comply with the provisions of this Section 4.17 with respect to such deemed sale
as if it were an Asset Sale. In addition, the fair market value of such
properties and assets of the Company or its Subsidiaries deemed to be sold shall
be deemed to be Net Cash Proceeds for purposes of this Section 4.17.

     Notwithstanding the two immediately preceding paragraphs, the Company and
its Subsidiaries will be permitted to consummate an Asset Sale without complying
with such paragraphs to the extent (i) at least 75% of the consideration for
such Asset Sale constitutes Replacement Assets and (ii) such Asset Sale is for
fair market value; provided that any consideration not constituting Replacement
Assets received by the Company or any of its Subsidiaries in connection with any
Asset Sale permitted to be consummated under this paragraph shall constitute Net
Cash Proceeds subject to the provisions of the two preceding paragraphs.

     Notice of each Net Proceeds Offer pursuant to this Section 4.17 shall be
mailed or caused to be mailed, by first class mail, by the Company within 25
days following the applicable Net Proceeds Offer Trigger Date to all Holders at
their last registered addresses, with a copy to the Trustee. The notice shall
contain all instructions and materials necessary to enable such Holders to
tender Securities pursuant to the Net Proceeds Offer and shall state the
following terms:

          (1)  that the Net Proceeds Offer is being made pursuant to this
     Section 4.17 and that all Securities tendered will be accepted for payment;
     provided, however, that if the principal amount of Securities tendered in
     the Net Proceeds Offer exceeds the Net Proceeds Offer Amount, the Company
     shall select the Securities to be purchased on a pro rata basis;

          (2)  the Net Proceeds Offer price (including the amount of accrued
     interest, if any) and the Net Proceeds Offer Payment Date;

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

          (4)  that, unless the Company defaults in making payment therefor, any
     Security accepted for payment pursuant to the Net Proceeds Offer shall
     cease to accrue interest after the Net Proceeds Offer Payment Date;

          (5)  that Holders electing to have a Security purchased pursuant to
     the Net Proceeds Offer will be required to surrender the Security, with the
     form entitled "Option of Holder to Elect Purchase" on the reverse of the
     Security completed, to the Paying Agent at the address specified in the
     notice prior to the close of business on the Net Proceeds Offer Payment
     Date;

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<PAGE>

          (6)  that Holders will be entitled to withdraw their election if the
     Paying Agent receives, not later than the second Business Day prior to the
     Net Proceeds Offer Payment Date, a facsimile transmission or letter setting
     forth the name of the Holder, the principal amount of the Security the
     Holder delivered for purchase and a statement that such Holder is
     withdrawing his election to have such Security purchased; and

          (7)  that Holders whose Securities are purchased only in part will. be
     issued new Securities in a principal amount at maturity equal to the
     unpurchased portion of the Securities surrendered.

     On or before the Net Proceeds Offer Payment Date, the Company shall (i)
accept for payment Securities or portions thereof tendered pursuant to the Net
Proceeds Offer, (ii) deposit with the Paying Agent U.S. Legal Tender sufficient
to pay the purchase price, plus accrued interest, if any, of all Securities to
be purchased and (iii) deliver to the Trustee Securities so accepted together
with an Officers' Certificate stating the Securities or portions thereof being
purchased by the Company. The Paying Agent shall promptly mail to the Holders of
Securities so accepted payment in an amount equal to the purchase price, plus
accrued interest, if any, thereon and the Trustee shall promptly authenticate
and mail to such Holders new Securities equal in principal amount to any
unpurchased portion of the Securities surrendered. Any Securities not so
accepted shall be promptly mailed by the Company to the Holder thereof. For
purposes of this Section 4.17, the Trustee shall act as the Paying Agent.

     Any Net Proceeds Offer shall remain open for at least 20 Business Days (or
such longer period as may be required by law) and until the close of business on
the Net Proceeds Offer Payment Date.

     The Company shall comply with all tender offer rules under state and
federal securities laws, including, but not limited to, Section 14(e) under the
Exchange Act and Rule 14e-l thereunder, to the extent applicable to such offer.
To the extent that the provisions of any securities laws or regulations conflict
with the foregoing provisions of this Indenture, the Company shall comply with
the applicable securities laws and regulations and shall not be deemed to have
breached its obligations under the foregoing provisions of this Indenture by
virtue thereof.

     Upon completion of a Net Proceeds Offer, the amount of Net Cash Proceeds
will be reset at zero. Accordingly, to the extent that the aggregate amount of
Securities tendered pursuant to a Net Proceeds Offer is less than the Net Cash
Proceeds, any remaining Net Cash Proceeds held by the Trustee shall be returned
by the Trustee to the Company and the Company may use any remaining Net Cash
Proceeds for general corporate purposes.

SECTION 4.18.  Limitation on Preferred Stock of Subsidiaries.

     The Company shall not permit any of its Subsidiaries to issue any Preferred
Stock (other than to the Company or to a Wholly Owned Subsidiary of the Company)
or permit any Person (other than the Company or a Wholly Owned Subsidiary of the
Company) to own any Preferred Stock of any Subsidiary of the Company.

                                       43

<PAGE>

                                  ARTICLE FIVE

                             SUCCESSOR CORPORATION

SECTION 5.01.  Merger, Consolidation and Sale of Assets.

     (a)  The Company shall 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
Subsidiary of the Company to sell, assign, transfer, lease, convey or otherwise
dispose of) all or substantially all of the Company's assets (determined on a
consolidated basis for the Company and the Company's Subsidiaries) whether as an
entirety or substantially as an entirety to any Person unless: (i) either (1)
the Company shall be the surviving or continuing corporation or (2) 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 of the Company's 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 State thereof or the District of Columbia and
(y) shall expressly assume, by supplemental indenture (in form and substance
satisfactory to the Trustee), executed and delivered to the Trustee, the due and
punctual payment of the principal of, and premium and Additional Interest, if
any, and interest on all of the Securities and the performance of every covenant
of the Securities and this Indenture 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)(2)(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, (1) shall have a Consolidated Net
Worth equal to or greater than the Consolidated Net Worth of the Company
immediately prior to such transaction and (2) shall be able to incur at least
$1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to
Section 4.04; (iii) immediately before and immediately after giving effect to
such transaction and the assumption contemplated by clause (i)(2)(y) above
(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.

     (b)  For purposes of the foregoing paragraph (a), 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 Subsidiaries of the Company 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.

                                       44

<PAGE>

SECTION 5.02.  Successor Corporation Substituted.

     Upon any such consolidation, merger, conveyance, lease or transfer of all
or substantially all of the assets of the Company in accordance with the
foregoing provisions of this Article Five, in which the Company is not the
surviving Person, the successor Person formed by such consolidation or into
which the Company is merged or to which such conveyance, lease or transfer is
made will succeed to, and be substituted for, and may exercise every right and
power of, the Company under this Indenture and the Securities with the same
effect as if such successor had been named as the Company therein.

                                  ARTICLE SIX

                              DEFAULT AND REMEDIES

SECTION 6.01.  Events of Default.

     An "Event of Default" occurs if:

          (a)  the Company fails to pay interest on any Securities when the same
     becomes due and payable and the default continues for a period of 30 days;

          (b)  the Company fails to pay the principal on any Securities, when
     such principal becomes due and payable, at maturity, upon redemption or
     otherwise (including the failure to make a payment to purchase Securities
     tendered pursuant to a Change of Control Offer or a Net Proceeds Offer);

          (c)  the Company or any Subsidiary of the Company defaults in the
     observance or performance of any other covenant or agreement contained in
     this Indenture, which default continues for a period of 30 days after the
     Company receives written notice specifying the default (and demanding that
     such default be remedied) from the Trustee or the Holders of at least 25%
     of the outstanding principal amount of the Securities (except in the case
     of a default with respect to Section 5.01, which will constitute an Event
     of Default with such notice requirement but without such passage of time
     requirement);

          (d)  the Company or any Subsidiary of the Company fails to pay at
     final maturity (giving effect to any applicable grace periods and any
     extensions thereof) the principal amount of any Indebtedness of the Company
     or any Subsidiary of the Company, or the acceleration of the final stated
     maturity of any such Indebtedness, in any case if the aggregate principal
     amount of such Indebtedness, together with the principal amount of any
     other such Indebtedness in default for failure to pay principal at final
     maturity or which has been accelerated, aggregates $5.0 million or more at
     any time;

          (e)  one or more judgments in an aggregate amount in excess of $5.0
     million shall have been rendered against the Company or any of its
     Subsidiaries and such judgments remain undischarged, unpaid or unstayed for
     a period of 60 days after such judgment or judgments become final and
     non-appealable;

                                       45

<PAGE>

          (f)  the Company or any of its Significant Subsidiaries (i) admits in
     writing its inability to pay its debts generally as they become due, (ii)
     commences a voluntary case or proceeding under any Bankruptcy Law with
     respect to itself, (iii) consents to the entry of a judgment, decree or
     order for relief against it in an involuntary case or proceeding under any
     Bankruptcy Law, (iv) consents to the appointment of a Custodian of it or
     for substantially all of its property, (v) consents to or acquiesces in the
     institution of a bankruptcy or an insolvency proceeding against it, (vi)
     makes a general assignment for the benefit of its creditors or (vii) takes
     any partnership or corporate action, as the case may be, to authorize or
     effect any of the foregoing; or

          (g)  a court of competent jurisdiction enters a judgment, decree or
     order for relief in respect of the Company or any of its Significant
     Subsidiaries in an involuntary case or proceeding under any Bankruptcy Law,
     which shall (i) approve as properly filed a petition seeking
     reorganization, arrangement, adjustment or composition in respect of the
     Company or any of its Significant Subsidiaries, (ii) appoint a Custodian of
     the Company or any of its Significant Subsidiaries or for substantially all
     of any of their property or (iii) order the winding-up or liquidation of
     its affairs; and such judgment, decree or order shall remain unstayed and
     in effect for a period of 60 consecutive days.

SECTION 6.02.  Acceleration

     If an Event of Default (other than an Event of Default specified in clause
(f) or (g) above) shall occur and be continuing, the Trustee or the Holders of
at least 25% in principal amount of outstanding Securities may declare the
principal of, premium, if any, and accrued and unpaid interest on all the
Securities to be due and payable by notice in writing to the Company and the
Trustee specifying the respective Event 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 clause (f) or (g) above occurs and is continuing,
then all unpaid principal of, and premium and Additional Interest, if any, and
accrued and unpaid interest on all of the outstanding Securities shall ipso
facto become and be immediately due and payable without any declaration or other
act on the part of the Trustee or any Holder.

     At any time after a declaration of acceleration with respect to the
Securities as described in the preceding paragraph, the Holders of a majority in
principal amount of the Securities 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 the payment of such interest is lawful,
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 reasonable expenses, disbursements and advances
and (v) in the event of the cure or waiver of an Event of Default of the type
described in clause (f) or (g) of Section 6.01, 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.

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<PAGE>

SECTION 6.03.  Other Remedies.

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

     The Trustee may maintain a proceeding even if it does not possess any of
the Securities or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Securityholder 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 6.04.  Waiver of Past Defaults.

     Subject to Sections 2.09, 6.07 and 9.02, the Holders of not less than a
majority in principal amount of the outstanding Securities by written notice to
the Trustee may waive an existing Default or Event of Default and its
consequences, except a Default in the payment of principal of or interest on any
Security as specified in clauses (a) and (b) of Section 6.01. The Company shall
deliver to the Trustee an Officers' Certificate stating that the requisite
percentage of Holders have consented to such waiver and attaching copies of such
consents. When a Default or Event of Default is waived, it is cured and ceases
and the duties and obligations of the Trustee shall be those expressly set forth
in this Indenture (other than those duties and obligations that by their terms
arise upon the occurrence of a Default or an Event of Default).

SECTION 6.05.  Control by Majority.

     The Holders of not less than a majority in principal amount of the
outstanding Securities may direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred on it. Subject to Section 7.01, however, the Trustee may refuse
to follow any direction that conflicts with any law or this Indenture, that the
Trustee determines may be unduly prejudicial to the rights of another
Securityholder, or that may, in the sole judgment of the Trustee, give rise to
or subject the Trustee to personal liability; provided that the Trustee may take
any other action deemed proper by the Trustee.

     In the event the Trustee takes any action or follows any direction pursuant
to this Indenture, the Trustee shall be entitled to indemnification satisfactory
to it in its sole discretion against any loss or expense caused by taking such
action or following such direction.

SECTION 6.06.  Limitation on Suits.

     A Securityholder may not pursue any remedy with respect to this Indenture
or the Securities unless:

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

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<PAGE>

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

          (3)  such Holder or Holders offer and, if requested, provide to the
     Trustee indemnity satisfactory to the Trustee in its sole judgment against
     any loss, liability or expense;

          (4)  the Trustee does not comply with the request within 30 days after
     receipt of the written request and the offer described in clause (3) above
     and, if requested, the provision of indemnity; and

          (5)  during such 30-day period the Holder or Holders of a majority in
     principal amount of the outstanding Securities do not give the Trustee a
     written direction which, in the opinion of the Trustee, is inconsistent
     with the request.

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

SECTION 6.07.  Rights of Holders to Receive Payment.

     Notwithstanding any other provision of this Indenture, the right of any
Holder to receive payment of principal of and interest on a Security, on or
after the respective due dates expressed in such Security, or to bring suit for
the enforcement of any such payment on or after such respective dates, shall not
be impaired or affected without the written consent of the Holder.

SECTION 6.08.  Collection Suit by Trustee.

     If an Event of Default in payment of principal or interest specified in
clause (a) or (b) of Section 6.01 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 Securities for the whole amount of principal
and accrued interest and fees remaining unpaid, together with interest on
overdue principal and, to the extent that payment of such interest is lawful,
interest on overdue installments of interest, in each case at the rate per annum
borne by the Securities and such further amount as shall be sufficient to cover
the costs and expenses of collection, including the actual, documented
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel.

SECTION 6.09.  Trustee May File Proofs of Claim.

     The Trustee may file such proofs of claim and other papers or documents as
may be necessary or advisable in order to have the claims of the Trustee
(including any claim for the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel) and the Securityholders
allowed in any judicial proceedings relating to the Company, the Subsidiaries,
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, and any Custodian in any such judicial
proceedings is hereby authorized by each Securityholder 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 Securityholders, to pay to the Trustee any

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<PAGE>

amount due to it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agent and counsel, and any other amounts due the
Trustee under Section 7.07. Nothing herein contained shall be deemed to
authorize the Trustee to authorize or consent to or accept or adopt on behalf of
any Security-holder any plan of reorganization, arrangement, adjustment or
composition affecting the Securities or the rights of any Holder thereof, or to
authorize the Trustee to vote in respect of the claim of any Securityholder in
any such proceeding.

SECTION 6.10.  Priorities.

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

          First: to the Trustee for amounts due under Section 7.07;

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

          Third: to the Company.

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

SECTION 6.11.  Undertaking for Costs.

     Each party to this Indenture agrees and each Holder of any Security by its
acceptance thereof shall be deemed to have agreed that, in any suit for the
enforcement of any right or remedy under this Indenture or in any suit against
the Trustee for any action taken or omitted by it as Trustee, a court in its
discretion may require the filing by any party litigant in the suit of an
undertaking to pay the costs of the suit, and the court in its discretion may
assess reasonable costs, including reasonable attorneys' fees and expenses,
against any party litigant in the suit, having due regard to the merits and good
faith of the claims or defenses made by the party litigant. This Section 6.11
does not apply to a suit instituted by the Company, any suit instituted by the
Trustee, any suit instituted by a Holder pursuant to Section 6.07, or any suit
instituted by a Holder or Holders of more than 10% in principal amount of the
outstanding Securities.

                                 ARTICLE SEVEN

                                    TRUSTEE

SECTION 7.01.  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 person
would exercise or use under the circumstances in the conduct of his or her own
affairs.

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<PAGE>

     (b)  Except during the continuance of an Event of Default actually known to
a Responsible Officer of the Trustee:

          (1)  The Trustee need perform only those duties as are expressly and
     specifically set forth herein and no others and no implied covenants,
     duties or obligations whatsoever shall be read into this Indenture against
     the Trustee.

          (2)  In the absence of bad faith on its part, the Trustee may
     conclusively rely, as to the truth of the statements and the correctness of
     the opinions expressed therein, upon certificates or opinions and such
     other documents delivered to it pursuant to Section 10.04 hereof furnished
     to the Trustee and conforming to the requirements of this Indenture.
     However, in the case of any such certificates or opinions which are
     specifically required to be furnished to the Trustee by any provision
     hereof, 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)  Notwithstanding anything to the contrary herein contained, 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:

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

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

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

     (d)  No provision of this Indenture shall require the Trustee to expend or
risk its own funds or otherwise incur any financial liability in the performance
of any of its duties hereunder or to take or omit to take any action under this
Indenture or take any action at the request or direction of Holders if it shall
reasonably believe that repayment of such funds is not assured to it or it does
not receive an indemnity that is, in its sole discretion, not adequate against
such risk, liability, loss, fee or expense which might be incurred by it in
compliance with such request or direction.

     (e)  Every provision of this Indenture that in any way relates to the
Trustee is subject to this Section 7.01.

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

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<PAGE>

     (g)  The Trustee shall not be accountable for the use of any of the
Securities delivered hereunder or the proceeds thereof.

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

     (i)  Except for Events of Default relating to the payment of the principal
or the interest with respect to the Securities, the Trustee shall not be
required to take notice, and shall not be deemed to have notice, of any default
unless the Trustee shall be notified specifically and expressly in writing of
the default; such notice being deemed "actual notice." In the absence of
delivery of a written notice satisfying these requirements, the Trustee may
assume conclusively that there is no default, except as noted above.

SECTION 7.02.  Rights of Trustee.

     Subject to Section 7.01:

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

     (b)  Before the Trustee acts or refrains from acting, it may require an
Officers' Certificate and an Opinion of Counsel, which shall conform to the
provisions of Sections 10.04 and 10.05. The Trustee shall not be liable for any
action it takes or omits to take in good faith in reliance on such certificate
or opinion.

     (c)  The Trustee may act through its attorneys and agents and shall not be
responsible for the misconduct or negligence of any agent (other than an agent
who is an employee of the Trustee) appointed in good faith.

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

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

     (f)  The Trustee shall be under no obligation to exercise any of the rights
or powers vested in it by this Indenture at the request, order or direction of
any of the Holders pursuant to the provisions of this Indenture, unless such
Holders shall have offered to the Trustee reasonable security or indemnity
satisfactory to the Trustee in its sole judgment against the costs, expenses and
liabilities which may be incurred therein or thereby.

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

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<PAGE>

event which is in fact such a default is received by the Trustee at the
Corporate Trust Office of the Trustee, and such notice references the Securities
and this Indenture.

     (h)  The rights, privileges, protections, immunities and benefits given to
the Trustee, are extended to, and shall be enforceable by, the Trustee in each
of its capacities hereunder, and each agent, custodian and other Person employed
to act hereunder.

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

SECTION 7.03.  Individual Rights of Trustee.

     The Trustee in its individual or any other capacity may become the owner or
pledgee of Securities and may otherwise deal with the Company, its Subsidiaries,
or their respective Affiliates with the same rights it would have if it were not
Trustee. Any Agent may do the same with like rights. However, the Trustee must
comply with Sections 7.10 and 7.11.

SECTION 7.04.  Trustee's Disclaimer.

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

SECTION 7.05.  Notice of Default.

     If a Default or an Event of Default occurs and is continuing and the
Trustee receives actual notice of such event, the Trustee shall mail to each
Securityholder, as their names and addresses appear on the Securityholder list
described in Section 2.05, notice of the uncured Default or Event of Default
within 60 days after the Trustee receives such notice. Except in the case of a
Default or an Event of Default in payment of principal of, or interest on, any
Security, including the failure to make payment on (i) the Change of Control
Payment Date pursuant to a Change of Control Offer or (ii) the Net Proceeds
Offer Payment Date pursuant to a Net Proceeds Offer, the Trustee shall not be
deemed to have actual knowledge or actual notice of a Default or an Event of
Default unless a Responsible Officer of the Trustee received written notice of
such Default or Event of Default or the Trustee may withhold the notice if and
so long as the board of directors, the executive committee, or a trust committee
of directors and/or Responsible Officers, of the Trustee in good faith
determines that withholding the notice is in the interest of the
Security-holders.

SECTION 7.06.  Request by Trustee to Holders.

     Within 60 days after each May 15, the Trustee shall, to the extent that any
of the events described in TIA Section 313(a) occurred within the previous
twelve months, but not otherwise,

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<PAGE>

mail to each Securityholder a brief report dated as of such May 15 that complies
with TIA Section 313(a). The Trustee also shall comply with TIA Sections 313(b),
313(c) and 313(d).

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

     The Company shall promptly notify the Trustee if the Securities become
listed on any securities exchange or of any delisting thereof.

SECTION 7.07.  Compensation and Indemnity.

     The Company shall pay to the Trustee from time to time such compensation
for its services hereunder (which shall be agreed to from time to time by the
Company and the Trustee). The Trustee's compensation shall not be limited by any
law on compensation of a trustee of an express trust. The Company shall
reimburse the Trustee upon request for all disbursements, expenses and advances
(including reasonable fees and expenses of counsel) incurred or made by it in
addition to the compensation for its services, except any such disbursements,
expenses and advances as may be attributable to the Trustee's negligence or
willful misconduct. Such expenses shall include the compensation, disbursements
and expenses of the Trustee's agents, accountants, experts and counsel and any
taxes or other expenses incurred by a trust created pursuant to Section 8.01.

     The Company shall indemnify the Trustee and each predecessor trustee for,
and hold it harmless against, any loss, liability, claim, damage or expense,
including taxes (other than taxes based upon, measured by or determined by the
income of the Trustee) incurred by the Trustee without negligence or willful
misconduct on its part arising out of or in connection with the administration
of this trust and its duties under this Indenture, including the reasonable
expenses and attorneys' fees of defending itself against any claim (whether
asserted by a Holder, the Company or any other Person) of liability arising
hereunder unless and to the extent such failure results in the forfeiture by the
Company of substantial rights and defenses. The Trustee shall notify the Company
promptly of any claim asserted against the Trustee for which it may seek
indemnity. However, the failure by the Trustee to so notify the Company shall
not relieve the Company of its obligations hereunder unless and to the extent
such failure results in the forfeiture by the Company of material rights and
defenses. The Company shall defend the claim and the Trustee shall cooperate in
the defense (and may employ its own counsel) at the Company's expense. The
Company need not reimburse any expense or indemnify against any loss or
liability incurred by the Trustee as a result of the violation of this Indenture
by the Trustee if such violation arose from the Trustee's negligence or willful
misconduct.

     To secure the Company's payment obligations in this Section 7.07, the
Trustee shall have a senior claim prior to the Securities against all money or
property held or collected by the Trustee, in its capacity as Trustee.

     When the Trustee incurs expenses or renders services after an Event of
Default specified in clause (f) or (g) of Section 6.01 occurs, the expenses
(including the reasonable fees and expenses of its agents and counsel) and the
compensation for the services shall be preferred over

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<PAGE>

the status of the Holders in a proceeding under any Bankruptcy Law and are
intended to constitute expenses of administration under any Bankruptcy Law. The
Company's obligations under this Section 7.07 and any claim arising hereunder
shall survive the resignation or removal of any Trustee, the discharge of the
Company's obligations pursuant to Article Eight and any rejection or termination
under any Bankruptcy Law.

SECTION 7.08.  Replacement of Trustee.

     The Trustee may resign at any time by so notifying the Company in writing.
The Holders of a majority in principal amount of the outstanding Securities may
remove the Trustee by so notifying the Company and the Trustee in writing and
may appoint a successor trustee with the Company's consent. The Company may
remove the Trustee if:

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

          (2)  the Trustee is adjudged bankrupt or insolvent;

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

          (4)  the Trustee becomes incapable of acting.

     If the Trustee resigns or is removed or if a vacancy exists in the office
of Trustee for any reason, the Company shall notify in writing each Holder of
such event and shall appoint a successor Trustee within 60 days after the
effective date of such resignation, removal or vacancy. Within one year after
the successor Trustee takes office, the Holders of a majority in principal
amount of the Securities may appoint a successor Trustee to replace the
successor Trustee appointed by the Company.

     A successor Trustee shall deliver a written acceptance of its appointment
to the retiring Trustee and to the Company. Immediately after that, the retiring
Trustee shall transfer, after payment of all sums then owing to the Trustee
pursuant to Section 7.07, all property held by it as Trustee to the successor
Trustee, subject to the Lien provided in Section 7.07, 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
Securityholder.

     If a successor Trustee does not take office within 30 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company or the
Holders of at least 10% in principal amount of the outstanding Securities may
petition, at the expense of the Company any court of competent jurisdiction for
the appointment of a successor Trustee.

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

     Notwithstanding replacement of the Trustee pursuant to this Section 7.08,
the Company's obligations under Section 7.07 shall continue for the benefit of
the retiring Trustee.

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<PAGE>

SECTION 7.09.  Successor Trustee by Mergers Etc.

     If the Trustee consolidates with, merges or converts into, or transfers all
or substantially all of its corporate trust business to, another corporation,
the resulting, surviving or transferee corporation without any further act
shall, if such resulting, surviving or transferee corporation is otherwise
eligible hereunder, be the successor Trustee; provided, however, that such
corporation shall be otherwise qualified and eligible under this Article Seven.

SECTION 7.10.  Eligibility; Disqualification.

     This Indenture shall always have a Trustee who satisfies the requirement of
TIA Sections 310(a)(1) and 310(a)(5). The Trustee shall be a commercial bank
with trust powers or a trust company, which shall have (or, in the case of a
financial institution, commercial bank with trust powers or a trust company
included in a bank holding company system, the related bank holding company
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, and subject to
supervision or examination by federal or state authorities, so long as any of
the Securities are outstanding. The Trustee shall comply with TIA Section
310(b); provided, however, that there shall be excluded from the operation of
TIA Section 310(b)(1) any indenture or indentures under which other securities,
or certificates of interest or participation in other securities, of the Company
are outstanding, if the requirements for such exclusion set forth in TIA Section
310(b)(1) are met. The provisions of TIA Section 310 shall apply to the Company,
as obligors of the Securities.

SECTION 7.11.  Preferential Collection of Claims Against Company

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

                                 ARTICLE EIGHT

                    SATISFACTION AND DISCHARGE OF INDENTURE

SECTION 8.01.  Legal Defeasance and Covenant Defeasance.

     (a)  The Company may, at its option by Board Resolution, at any time, with
respect to the Securities, elect to have either paragraph (b) or paragraph (c)
below be applied to the outstanding Securities upon compliance with the
conditions set forth in paragraph (d).

     (b)  Upon the Company's exercise under paragraph (a) of the option
applicable to this paragraph (b), the Company shall be deemed to have been
released and discharged from its obligations with respect to the outstanding
Securities on the date the conditions set forth below are satisfied
(hereinafter, "Legal Defeasance"). For this purpose, such Legal Defeasance means
that the Company shall be deemed to have paid and discharged the entire
indebtedness represented by the outstanding Securities, which shall thereafter
be deemed to be "outstanding" only for the purposes of the Sections and matters
under this Indenture referred to in (i) and (ii) below, and to have satisfied
all its other obligations under such Securities and this Indenture

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<PAGE>

insofar as such Securities are concerned, except for the following which shall
survive until otherwise terminated or discharged hereunder: (i) the rights of
Holders of outstanding Securities to receive solely from the trust fund
described in paragraph (d) below and as more fully set forth in such paragraph,
payments in respect of the principal of and interest on such Securities when
such payments are due, and (ii) obligations listed in Section 8.03, subject to
compliance with this Section 8.01. The Company may exercise its option under
this paragraph (b) notwithstanding the prior exercise of its option under
paragraph (c) below with respect to the Securities.

     (c)  Upon the Company's exercise under paragraph (a) of the option
applicable to this paragraph (c), the Company shall be released and discharged
from its obligations under any covenant contained in Article Five and in
Sections 4.03 through 4.18 with respect to the outstanding Securities on and
after the date the conditions set forth below are satisfied (hereinafter,
"Covenant Defeasance"), and the Securities shall thereafter be deemed to be not
"outstanding" for the purpose of any direction, waiver, consent or declaration
or act of Holder; (and the consequences of any thereof) in connection with such
covenants, but shall continue to be deemed "outstanding" for all other purposes
hereunder. For this purpose, such Covenant Defeasance means that, with respect
to the outstanding Securities, the Company and its Subsidiaries may omit to
comply with and shall have no liability in respect of any term, condition or
limitation set forth in any such covenant, whether directly or indirectly, by
reason of any reference elsewhere herein to any such covenant or by reason of
any reference in any such covenant to any other provision herein or in any other
document and such omission to comply shall not constitute a Default or an Event
of Default under Section 6.01(c), nor shall any event referred to in Section
6.01(d) or (e) thereafter constitute a Default or an Event of Default thereunder
but, except as specified above, the remainder of this Indenture and such
Securities shall be unaffected thereby.

     (d)  The following shall be the conditions to application of either
paragraph (b) or paragraph (c) above to the outstanding Securities:

          (1)  The Company shall have irrevocably deposited in trust with the
     Trustee, pursuant to an irrevocable trust and security' agreement in form
     and substance satisfactory to the Trustee, U.S. Legal Tender or direct
     non-callable obligations of, or non-callable obligations guaranteed by, the
     United States of America for the payment of which obligation or guarantee
     the full faith and credit of the United States of America is pledged ("U.S.
     Government Obligations") maturing as to principal and interest in such
     amounts and at such times as are sufficient, without consideration of the
     reinvestment of such interest and after payment of all Federal, state and
     local taxes or other charges or assessments in respect thereof payable by
     the Trustee, in the opinion of a nationally recognized firm of independent
     public accountants expressed in a written certification thereof (in form
     and substance reasonably satisfactory to the Trustee) delivered to the
     Trustee, to pay the principal of, premium and Additional Interest, if any,
     and interest on all the outstanding Securities on the dates on which any
     such payments are due and payable in accordance with the terms of this
     Indenture and of the Securities;

          (2)  Such deposit shall not cause the Trustee to have a conflicting
     interest as defined in and for purposes of the TIA;

                                       56

<PAGE>

          (3)  The Trustee shall have received an Officers' Certificate stating
     that no Default or Event of Default or event which with notice or lapse of
     time or both would become a Default or an Event of Default with respect to
     the Securities shall have occurred and be continuing on the date of such
     deposit or, insofar as Section 6.01(f) or (g) is concerned, at any time
     during the period ending on the 91st day after the date of such deposit (it
     being understood that this condition shall not be deemed satisfied until
     the expiration of such period);

          (4)  The Trustee shall have received an Officers' Certificate stating
     that such deposit will not result in a Default under this Indenture or a
     breach or violation of, or constitute a default under, any other material
     instrument or agreement to which the Company or any of its Subsidiaries is
     a party or by which it or its property is bound;

          (5)  (i) In the event the Company elects paragraph (b) hereof, the
     Company shall deliver to the Trustee an Opinion of Counsel in the United
     States, in form and substance reasonably satisfactory to the Trustee to the
     effect that (A) the Company has received from, or there has been published
     by, the Internal Revenue Service a ruling or (B) since the Issue Date,
     there has been a change in the applicable Federal income tax law, in either
     case to the effect that, and based thereon such Opinion of Counsel shall
     state that Holders of the Securities will not recognize income cram or loss
     for Federal income tax purposes as a result of such deposit and the
     defeasance contemplated hereby and will be subject to Federal income taxes
     in the same manner and at the same times as would have been the case if
     such deposit and defeasance had not occurred or (ii) in the event the
     Company elects paragraph (c) hereof, the Company shall deliver to the
     Trustee an Opinion of Counsel in the United States, in form and substance
     reasonably satisfactory to the Trustee, to the effect that Holders of the
     Securities will not recognize income, gain or loss for Federal income tax
     purposes as a result of such deposit and the defeasance contemplated hereby
     and will be subject to Federal income tax in the same amounts and in the
     same manner arid at the same times as would have been the case if such
     deposit and defeasance had not occurred;

          (6)  The Trustee shall have received an Opinion of Counsel stating
     that the deposit shall not result in the Company, the Trustee or the trust
     becoming or being deemed to be an "investment company" under the Investment
     Company Act of 1940;

          (7)  The Company shall have delivered to the Trustee an Officers'
     Certificate, in form and substance reasonably satisfactory to the Trustee,
     stating that the deposit under clause (1) was not made by the Company or
     any Subsidiary of the Company with the intent of preferring the Holders
     over any other creditors of the Company defeating, hindering, delaying or
     defrauding any other creditors of the Company or any Subsidiary of the
     Company or others;

          (8)  The Company shall have delivered to the Trustee an Opinion of
     Counsel, in form and substance reasonably satisfactory to the Trustee, to
     the effect that (A) the trust funds will not be subject to the rights of
     holders of Indebtedness of the Company other than the Securities and (B)
     assuming no intervening bankruptcy of the Company between the date of
     deposit and the 91st day following the deposit and that no Holder of

                                       57

<PAGE>

     Securities is an insider of the Company, after the passage of 90 days
     following the deposit, the trust funds will not be subject to any
     applicable bankruptcy, insolvency, reorganization or similar law affecting
     creditors' rights generally; and

          (9)  The Company has delivered to the Trustee an Officers' Certificate
     and an Opinion of Counsel, each stating that all conditions precedent
     specified herein relating to the defeasance contemplated by this Section
     8.01 have been complied with; provided, however, that no deposit under
     clause (1) above shall be effective to terminate the obligations of the
     Company under the Securities or this Indenture prior to 90 days following
     any such deposit.

     In the event all or any portion of the Securities are to be redeemed
through such irrevocable trust, the Company must make arrangements satisfactory
to the Trustee, at the time of such deposit, for the giving of the notice of
such redemption or redemptions by the Trustee in the name and at the expense of
the Company.

SECTION 8.02.  Satisfaction and Discharge.

     The Indenture will be discharged and will cease to be of further effect
(except as to surviving rights of registration of transfer or exchange of the
Securities, as expressly provided for in this Indenture) as to all outstanding
Securities when:

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

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

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

SECTION 8.03.  Survival of Certain Obligations.

     Notwithstanding the satisfaction and discharge of this Indenture and of the
Securities referred to in Sections 8.01 or 8.02, the respective obligations of
the Company and the Trustee under Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07,
2.10, 2.12, 2.13, 4.01, 4.02, 6.07, Article Seven, Sections 8.05, 8.06 and 8.07
shall survive until the Securities are no longer outstanding, and

                                       58

<PAGE>

thereafter the obligations of the Company and the Trustee under Sections 7.07,
8.05, 8.06 and 8.07 shall survive. Nothing contained in this Article Eight shall
abrogate any of the obligations or duties of the Trustee under this Indenture.

SECTION 8.04.  Acknowledgment of Discharge by Trustee.

     Subject to Section 8.07, after (i) the conditions of Section 8.01 or 8.02
have been satisfied, (ii) the Company has paid or caused to be paid all other
sums 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 referred to in clause (i) above relating to the
satisfaction and discharge of this Indenture have been complied with, the
Trustee upon written request shall acknowledge in writing the discharge of the
Company's obligations under this Indenture except for those surviving
obligations specified in Section 8.03.

SECTION 8.05.  Application of Trust Assets.

     The Trustee shall hold any U.S. Legal Tender or U.S. Government Obligations
deposited with it pursuant to this Article Eight in the irrevocable trust
established pursuant to Section 8.01. The Trustee shall apply the deposited U.S.
Legal Tender or the U.S. Government Obligations, together with earnings thereon,
through the Paying Agent, in accordance with this Indenture and the terms of the
irrevocable trust agreement established pursuant to Section 8.01, to the payment
of principal of and interest on the Securities. The U.S. Legal Tender or U.S.
Government Obligations so held in trust and deposited with the Trustee in
compliance with Section 8.01 shall not be part of the trust estate under this
Indenture, but shall constitute a separate trust fund for the benefit of all
Holders entitled thereto.

SECTION 8.06.  Repayment to the Company; Unclaimed Money.

     Subject to Sections 7.07 and 8.01, the Trustee shall promptly pay to the
Company, upon receipt by the Trustee of an Officers' Certificate, any excess
money, determined in accordance with Section 8.01, held by it at any time. The
Trustee and the Paying Agent shall pay to the Company upon receipt by the
Trustee or the Paying Agent, as the case may be, of an Officers' Certificate,
any money held by it for the payment of principal, premium, if any, or interest
that remains unclaimed for one year after payment to the Holders is required;
provided, however, that the Trustee and the Paying Agent before being required
to make any payment shall, at the expense of the Company and within 10 days of
receipt of the Officers' Certificate described above, cause to be published once
in a newspaper of general circulation in the City of New York or mail to each
Holder entitled to such money notice that such money remains unclaimed and that
after a date specified therein, which shall be at least 30 days from the date of
such publication or mailing, any unclaimed balance of such money then remaining
will be repaid to the Company. After payment to the Company, Securityholders
entitled to money must look solely to the Company for payment as general
creditors unless an applicable abandoned property law designates another Person,
and all liability of the Trustee or Paying Agent with respect to such money
shall thereupon cease.

                                       59

<PAGE>

SECTION 8.07.  Reinstatement.

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

                                  ARTICLE NINE

                      AMENDMENTS, SUPPLEMENTS AND WAIVERS

SECTION 9.01.  Without Consent of Holders.

     The Company and the Trustee, together, may amend or supplement this
Indenture or the Securities without notice to or consent of any Securityholder:

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

          (2)  to evidence the succession in accordance with Article Five hereof
     of another Person to the Company and the assumption by any such successor
     of the covenants of the Company herein and in the Securities;

          (3)  to provide for uncertificated Securities in addition to or in
     place of certificated Securities;

          (4)  to make any other change that does not, in the opinion of the
     Trustee, adversely affect in any material respect the rights of any
     Securityholders hereunder;

          (5)  to comply with any requirements of the Commission in connection
     with the qualification of this Indenture under the TIA; or

          (6)  to make any change that would provide any additional benefit or
     rights to the Securityholders or that does not adversely affect the rights
     of any Securityholder;

provided that the Company has delivered to the Trustee an Opinion of Counsel and
an Officers' Certificate, each stating that such amendment or supplement
complies with the provisions of this Section 9.01.

                                       60

<PAGE>

SECTION 9.02.  With Consent of Holders.

     Subject to Section 6.07, the Company and the Trustee, together, with the
written consent of the Holder or Holders of at least a majority in aggregate
principal amount of the outstanding Securities, may amend or supplement this
Indenture or the Securities, without notice to any other Securityholders.
Subject to Section 6.07, the Holder or Holders of a majority in aggregate
principal amount of the outstanding Securities may waive compliance by the
Company with any provision of this Indenture or the Securities without notice to
any other Security-holder. Without the consent of each Securityholder affected,
however, no amendment, supplement or waiver, including a waiver pursuant to
Section 6.04, may:

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

          (2)  reduce the rate of or change or have the effect of changing the
     time for payment of interest, including defaulted interest, on any
     Securities;

          (3)  reduce the principal of or change or have the effect of changing
     the fixed maturity of any Securities, or change the date on which any
     Securities may be subject to redemption or repurchase, or reduce the
     redemption or repurchase price therefor;

          (4)  make any Securities payable an money other than that stated in
     the Securities;

          (5)  make any change in provisions of this Indenture protecting the
     right of each Holder to receive payment of principal of and interest on
     such Security on or after the due date thereof or to bring suit to enforce
     such payment, or permitting Holders of a majority in principal amount of
     the Securities to waive Defaults or Events of Default;

          (6)  make any changes in Section 6.04, 6.07 or this Section 9.02;

          (7)  modify or change any provision of this Indenture or the related
     definitions affecting the ranking of the Securities in a manner which
     adversely affects the Holders; or

          (8)  amend, modify or change in any material respect the obligation of
     the Company to make and consummate a Change of Control Offer in the event
     of a Change of Control or make and consummate a Net Proceeds Offer with
     respect to any Asset Sale that has been consummated or modify any of the
     provisions or definitions with respect thereto.

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

     After an amendment, supplement or waiver under this Section 9.02 becomes
effective, the Company shall mail to the Holders affected thereby a notice
briefly describing the amendment, supplement or waiver. Any failure of the
Company to mail such notice, or any

                                       61

<PAGE>

defect therein, shall not, however, in any way impair or affect the validity of
any such amendment, supplement, waiver or supplemental indenture.

SECTION 9.03.  Compliance with TIA.

     From the date on which this Indenture is qualified under the TIA, every
amendment, waiver or supplement of this Indenture or the Securities shall comply
with the TIA as then in effect, such compliance to be evidenced by an Opinion of
Counsel.

SECTION 9.04.  Revocation and Effect of Consents.

     Until an amendment, waiver or supplement becomes effective, a consent to it
by a Holder is a continuing consent by the Holder and every subsequent Holder of
a Security or portion of a Security that evidences the same debt as the
consenting Holder's Security, even if notation of the consent is not made on any
Security. However, any such Holder or subsequent Holder may revoke the consent
as to his Security or portion of his Security by notice to the Trustee or the
Company received before the date on which the Trustee receives an Officers'
Certificate certifying that the Holders of the requisite principal amount of
Securities have consented (and not theretofore revoked such consent) to the
amendment, supplement or waiver.

     The Company may, but shall not be obligated to, fix a record date for the
purpose of determining the Holders entitled to consent to any amendment,
supplement or waiver, which record date shall be at least 30 days prior to the
first solicitation of such consent. If a record date is fixed, then
notwithstanding the last sentence of the immediately preceding paragraph, those
Persons who were Holders at such record date (or their duly designated proxies),
and only those Persons, shall be entitled 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 90 days after
such record date.

     After an amendment, supplement or waiver becomes effective, it shall bind
every Securityholder, unless it makes a change described in any of clauses (1)
through (8) of Section 9.02, in which case, the amendment, supplement or waiver
shall bind only each Holder of a Security who has consented to it and every
subsequent Holder of a Security or portion of a Security that evidences the same
debt as the consenting Holder's Security; provided that any such waiver shall
not impair or affect the right of any Holder to receive payment of principal of
and interest on a Security, on or after the respective due dates expressed in
such Security, or to bring suit for the enforcement of any such payment on or
after such respective dates without the consent of such Holder.

SECTION 9.05.  Notation on or Exchange of Securities.

     If an amendment, supplement or waiver changes the terms of a Security, the
Company may require the Holder of the Security to deliver it to the Trustee. The
Company may place an appropriate notation on the Security about the changed
terms and return it to the Holder. Alternatively, if the Company or the Trustee
so determines, the Company in exchange for the Security shall issue and the
Trustee shall authenticate a new Security that reflects the changed terms.

                                       62

<PAGE>

SECTION 9.06.  Trustee To Sign Amendments, Etc.

     The Trustee shall execute any amendment, supplement or waiver authorized
pursuant to this Article Nine; provided that the Trustee may, but shall not be
obligated to, execute any such amendment, supplement or waiver which affects the
Trustee's own rights, duties or immunities under this Indenture. The Trustee
shall be entitled to receive, and shall be fully protected in relying upon, an
Opinion of Counsel and an Officers' Certificate each stating that the execution
of any amendment, supplement or waiver authorized pursuant to this Article Nine
is authorized or permitted by this Indenture and constitutes the legal, valid
and binding obligations of the Company enforceable in accordance with its terms.
Such Opinion of Counsel shall be at the expense of the Company and shall be
rendered by legal counsel selected by the Trustee.

                                  ARTICLE TEN

                                 MISCELLANEOUS

SECTION 10.01. TIA Controls.

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

SECTION 10.02. Notices.

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

     if to the Company:

          Leslie's Poolmart, Inc.
          3925 East Broadway Road, Suite 100
          Phoenix, Arizona 85040
          Attention:  Don Anderson
          Facsimile:  (602) 366-3944

     with copies to:

          Green Equity Investors II, L.P.
          c/o Leonard Green & Partners, L.P.
          11111 Santa Monica Boulevard
          Suite 2000
          Los Angeles, California  90025
          Attention:  John M. Baumer
          Facsimile:  (310) 954-0404

                                       63

<PAGE>

          Gibson, Dunn & Crutcher LLP
          333 South Grand Avenue
          Los Angeles, California  90071
          Attention:  Jennifer Bellah Maguire, Esq.
          Facsimile:  (213) 229-7520

     if to the Trustee:

          The Bank of New York
          101 Barclay Street, Floor 8 West
          New York, New York 10286
          Attention:  Corporate Trust Administration
          Facsimile:  (212) 815-5704

     Each of the Company and the Trustee by written notice to each other such
Person may designate additional or different addresses for notices to such
Person. Any notice or communication to the Company and the Trustee shall be
deemed to have been given or made as of the date so delivered if personally
delivered; when receipt is acknowledged, if telecopied; and five (5) calendar
days after mailing if sent by registered or certified mail, postage prepaid
(except that, notwithstanding the foregoing, a notice of change of address shall
not be deemed to have been given until actually received by the addressee).

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

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

SECTION 10.03. Communications by Holders with Other Holders.

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

SECTION 10.04. Certificate and Opinion as to Conditions Precedent.

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

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

          (2)  an Opinion of Counsel stating that, in the opinion of such
     counsel, all such conditions precedent have been complied with.

                                       64

<PAGE>

SECTION 10.05. Statements Required in Certificate or Opinion.

     Each certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture, other than the Officers' Certificate
required by Section 4.08, shall include:

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

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

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

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

SECTION 10.06. Rules by Trustee, Paying Agent, Registrar.

     The Trustee, Paying Agent or Registrar may make reasonable rules for its
functions.

SECTION 10.07. Legal Holidays.

     If a payment date is not a Business Day, payment may be made on the next
succeeding day that is a Business Day, and no interest shall accrue for the
intervening period.

SECTION 10.08. Governing Law; Waiver of Jury Trial.

     THIS INDENTURE, THE SECURITIES AND THE GUARANTEES WILL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO
CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAW. Each of the parties hereto agrees to submit to
the jurisdiction of the courts of the State of New York in any action or
proceeding arising out of or relating to this Indenture. EACH OF THE COMPANY AND
THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTION
CONTEMPLATED HEREBY.

                                       65

<PAGE>

SECTION 10.09. No Adverse Interpretation of Other Agreements.

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

SECTION 10.10. No Recourse Against Others.

     A director, officer, employee, stockholder or incorporator, as such, of the
Company shall not have any liability for any obligations of the Company under
the Securities or this Indenture or for any claim based on, in respect of or by
reason of such obligations or their creation. Each Securityholder by accepting a
Security waives and releases all such liability. Such waiver and release are
part of the consideration for the issuance of the Securities.

SECTION 10.11. Successors.

     All agreements of the Company in this Indenture and the Securities shall
bind its successors. All agreements of the Trustee in this Indenture shall bind
its successor.

SECTION 10.12. Duplicate Originals.

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

SECTION 10.13. Severability.

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

                                       66

<PAGE>

                                   SIGNATURES

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

                                         THE COMPANY:

                                         LESLIE'S POOLMART, INC.


                                         By:        /s/  Lawrence Hayward
                                            ------------------------------------
                                                       Lawrence Hayward
                                                    Chief Executive Officer


Attest:     /s/  Donald J. Anderson
       ---------------------------------
              Donald J. Anderson,
        Executive Vice President, Chief
        Financial Officer and Secretary


                                         THE TRUSTEE:

                                         THE BANK OF NEW YORK,
                                         as Trustee


                                        By:         /s/  John Guiliano
                                           -------------------------------------
                                                       John Guiliano
                                                       Vice President

                                       67

<PAGE>

                                    EXHIBIT A
                                    ---------

                            FORM OF SERIES A SECURITY

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE 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 BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS
THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER
THE SECURITIES ACT) OR (B) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS
DEFINED IN RULE 501(a) (1), (2), (3) OR (7) UNDER THE SECURITIES ACT (AN
"ACCREDITED INVESTOR")) OR (C) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS
SECURITY IN AN OFFSHORE TRANSACTION, (2) AGREES THAT IT WILL NOT WITHIN TWO
YEARS AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY RESELL OR OTHERWISE TRANSFER
THIS SECURITY EXCEPT (A) TO THE ISSUER OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE
UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A
UNDER THE SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN ACCREDITED INVESTOR
THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A
U.S. BROKER-DEALER) TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN
REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS
SECURITY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE), (D)
OUTSIDE THE UNITED STATES IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES
ACT, (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER
THE SECURITIES ACT (IF AVAILABLE), OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH
PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT
OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS SECURITY WITHIN TWO
YEARS AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY, IF THE PROPOSED TRANSFEREE
IS AN ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO
THE TRUSTEE AND THE ISSUER SUCH CERTIFICATES, LEGAL OPINIONS OR OTHER
INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE 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
RESPECTIVE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.

                                      A-1

<PAGE>

                             LESLIE'S POOLMART, INC.

                               10 3/8% Senior Note
                           due July 15, 2008, Series A

                                                                 CUSIP No.:
No. [    ]                                                           $[        ]

     LESLIE'S POOLMART, INC., a Delaware corporation (the "Company", which term
includes any successor corporation), for value received promises to pay to [   ]
or registered assigns, the principal sum of $[   ] Dollars, on July 15, 2008.

     Interest Payment Dates:    January 15 and July 15, commencing July 15, 2003

     Record Dates:              December 31 and June 30

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

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


                                         LESLIE'S POOLMART, INC.


                                         By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                         By:
                                            ------------------------------------
                                            Name:
                                            Title:

                                      A-2

<PAGE>

                [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]
                -------------------------------------------------

     This is one of the 10 3/8 % Senior Notes due 2008, described in the
within-mentioned Indenture.

Dated: ________, 200__

                                         THE BANK OF NEW YORK,
                                         as Trustee


                                         By:
                                            ------------------------------------
                                                    Authorized Signatory

                                      A-3

<PAGE>

                              (REVERSE OF SECURITY)
                              ---------------------

                             LESLIE'S POOLMART, INC.

                               10 3/8% Senior Note
                           due July 15, 2008, Series A

1.   Interest.
     --------

     LESLIE'S POOLMART, INC., a Delaware corporation (the "Company"), promises
to pay interest on the principal amount of this Security at the rate per annum
shown above. The Company will pay interest semi-annually on January 15 and July
15 of each year (the "Interest Payment Date"), commencing July 15, 2003.
Interest on the Securities will accrue from the most recent date to which
interest has been paid or, if no interest has been paid, from May 21,2003.
Interest will be computed on the basis of a 360-day year of twelve 30-day
months.

     The Company shall pay interest on overdue principal from time to time on
demand at the rate borne by the Securities plus 2% and on overdue installments
of interest (without regard to any applicable grace periods) to the extent
lawful.

2.   Method of Payment.
     -----------------

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

3.   Paying Agent and Registrar.
     --------------------------

     Initially, The Bank of New York (the "Trustee") will act as Paying Agent
and Registrar. The Company may change any Paying Agent, Registrar or
Co-Registrar without notice to the Holders. The Company or any of its
Subsidiaries may, subject to certain exceptions, act as Registrar or
Co-Registrar.

4.   Indenture.
     ---------

     The Company issued the Securities under an Indenture, dated as of May 21,
2003 (the "Indenture"), between the Company and the Trustee. Capitalized terms
herein are used as defined in the Indenture unless otherwise defined herein. The
terms of the Securities include those stated in the Indenture and those made
part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C.
Sections 77aaa-77bbbb) (the "TIA"), as in effect on the date of the Indenture
until such time as the Indenture is qualified under the TIA, and thereafter as
in effect

                                      A-4

<PAGE>

on the date on which the Indenture is qualified under the TIA. Notwithstanding
anything to the contrary herein, the Securities are subject to all such terms,
and Holders of Securities are referred to the Indenture arid the TIA for a
statement of them. The Securities are general obligations of the Company limited
in aggregate principal amount to a maximum of $70,000,000.

5.   Optional Redemption.
     -------------------

     The Securities will be redeemable, at the Company's option, in whole at any
time or in part from time to time, on and after July 15, 2005, upon not less
than 30 nor more than 60 days' notice, at the following redemption prices
(expressed as percentages of the principal amount thereof) if redeemed during
the twelve-month period commencing on July 15 of the year set forth below, plus,
in each case, accrued interest to the date of redemption:

     Year       Percentage
     ----       ----------
     2005          102.594%
     2006          100.000%

6.   Optional Redemption upon Public Equity Offering.
     -----------------------------------------------

     At any time, or from time to time, on or prior to July 15, 2005, the
Company may, at its option, use the net cash proceeds of one or more Public
Equity Offerings (as defined below) to redeem up to $20.0 million aggregate
principal amount of the Securities at a redemption price equal to 110.375% of
the principal amount thereof, plus accrued interest to the date of redemption;
provided that after giving effect to any such redemption at least $20.0 million
aggregate principal amount of the Securities remains outstanding. In order to
effect the foregoing redemption with the proceeds of any Public Equity Offering,
the Company shall make such redemption not more than 60 days after the
consummation of any such Public Equity Offering.

     As used in the preceding paragraph, "Public Equity Offering" means an
underwritten public offering of Qualified Capital Stock of the Company pursuant
to a registration statement filed with the Commission in accordance with the
Securities Act, or any successor statute.

7.   Notice of Redemption.
     --------------------

     Notice of redemption will be mailed at least 30 days but not more than 60
days before the Redemption Date to each Holder of Securities to be redeemed at
such Holder's registered address. Securities in denominations of $1,000 may be
redeemed only in whole. The Trustee may select for redemption portions (equal to
$1,000 or any integral multiple thereof) of the principal of Securities that
have denominations larger than $1,000.

     If any Security is to be redeemed in part only, the notice of redemption
that relates to such Security shall state the portion of the principal amount
thereof to be redeemed. A new Security in a principal amount equal to the
unredeemed portion thereof will be issued in the name of the Holder thereof upon
cancellation of the original Security. On and after the Redemption Date,
interest will cease to accrue on Securities or portions thereof called for
redemption.

                                      A-5

<PAGE>

8.   Change of Control Offer.
     -----------------------

     Upon the occurrence of a Change of Control, the Company will be required to
offer to purchase all of the outstanding Securities at a purchase price equal to
101% of the principal amount thereof, plus accrued and unpaid interest, if any,
thereon to the date of repurchase.

9.   Limitation on Disposition of Assets.
     -----------------------------------

     The Company is, subject to certain conditions, obligated to make an offer
to purchase Securities at 100% of their principal amount, plus accrued and
unpaid interest, if any, thereon to the date of repurchase with certain net cash
proceeds of certain sales or other dispositions of assets in accordance with the
Indenture.

10.  Denominations; Transfer; Exchange.
     ---------------------------------

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

11.  Persons Deemed Owners.
     ---------------------

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

12.  Unclaimed Funds.
     ---------------

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

13.  Legal Defeasance and Covenant Defeasance.
     ----------------------------------------

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

14.  Amendment; Supplement; Waiver.
     -----------------------------

     Subject to certain exceptions, the Indenture and the Securities may be
amended or supplemented with the written consent of the Holders of at least a
majority in aggregate principal amount of the Securities then outstanding, and
any existing Default or Event of Default or compliance with any provision may be
waived with the consent of the Holders of a majority in aggregate principal
amount of the Securities then outstanding. Without notice to or consent of any
Holder, the parties thereto may amend or supplement the Indenture and the
Securities to,

                                      A-6

<PAGE>

among other things, cure any ambiguity, defect or inconsistency, provide for
uncertificated Securities in addition to or in place of certificated Securities
or comply with any requirements of the Commission in connection with the
qualification of the Indenture under the TIA, or make any other change that does
not materially adversely affect the rights of any Holder of a Security.

15.  Restrictive Covenants.
     ---------------------

     The Indenture contains certain covenants that, among other things, limit
the ability of the Company and the Subsidiaries to make restricted payments, to
incur indebtedness, to create liens, to issue preferred or other capital stock
of Subsidiaries to third parties, to sell assets, to permit restrictions on
dividends and other payments by Subsidiaries to the Company, to consolidate,
merge or sell all or substantially all of its assets, to engage in transactions
with affiliates or to engage in certain businesses. The limitations are subject
to a number of important qualifications and exceptions. The Company must
annually report to the Trustee on compliance with such limitations.

16.  Defaults and Remedies.
     ---------------------

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

17.  Trustee Dealing with Company.
     ----------------------------

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

18.  No Recourse Against Others.
     --------------------------

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

19.  Authentication.
     --------------

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

                                      A-7

<PAGE>

20.  Abbreviations and Defined Terms.
     -------------------------------

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

21.  CUSIP Numbers.
     -------------

     Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company has caused a CUSIP number to be
printed on the Securities as a convenience to the Holders of the Securities. No
representation is made as to the accuracy of such numbers as printed on the
Securities and reliance may be placed only on the other identification numbers
printed hereon.

22.  Registration Rights.
     -------------------

     Pursuant to the Registration Rights Agreements, the Company will be
obligated upon the occurrence of certain events to consummate an exchange offer
pursuant to which the Holder of this Security shall have the right to exchange
this Series A Security for the Company's 10 3/8% Senior Notes due 2008, Series
B, which will have been registered under the Securities Act, in like principal
amount and having terms identical in all material respects as the Series A
Securities. The Holders shall be entitled to receive certain additional interest
payments in the event such exchange offer is not consummated and upon certain
other conditions, all pursuant to and in accordance with the terms of the
Registration Rights Agreements.

     The Company will furnish to any Holder of a Security upon written request
and without charge a copy of the Indenture and the Registration Rights
Agreements. Requests may be made to: Leslie's Poolmart, Inc., 3925 East Broadway
Road, Suite 100, Phoenix, Arizona 85040, Attn: Chief Financial Officer.

23.  Governing Laws.
     --------------

     This Security and the Indenture shall be governed by and construed in
accordance with the laws of the State of New York, as applied to contracts made
and performed within the State of New York, without regard to principles of
conflict of laws. Each of the parties hereto agrees to submit to the
jurisdiction of the courts of the State of New York in any action or proceeding
arising out of or relating to this Note.

                                      A-8

<PAGE>

                                 ASSIGNMENT FORM
                                 ---------------

     I or we assign and transfer this Security to:

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

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

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

Dated:                                   Signed:
      ------------------------------            --------------------------------
                                                (Sign exactly as name appears on
                                                the other side of this Security)


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

                                      A-9

<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE
                       ----------------------------------

     If you want to elect to have This Security purchased by the Company
pursuant to Section 4.16 or Section 4.17 of the Indenture, check the appropriate
box:

     Section 4.16  [ ]                    Section 4.17  [ ]

     If you want to elect to have only part of this Security purchased by the
Company pursuant to Section 4.16 or Section 4.17 of the Indenture, state the
amount: $__________


Dated:                                   Your Signature:
      ------------------------------                    -----------------------
                                                        (Sign exactly as name
                                                        appears on the other
                                                        side of this Security)


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

                                      A-10

<PAGE>

                                    EXHIBIT B
                                    ---------

                           FORM OF SERIES B SECURITY]

                             LESLIE'S POOLMART, INC.

                               10 3/8% Senior Note
                           due July 15, 2008, Series B

                                                                  CUSIP No.:
No. [     ]                                                             $[     ]

     LESLIE'S POOLMART, INC., a Delaware corporation (the "Company", which term
includes any successor corporation), for value received promises to pay to [   ]
or registered assigns, the principal sum of $[   ] Dollars, on July 15, 2008.

     Interest Payment Dates:    January 15 and July 15, commencing July 15, 2003

     Record Dates:              December 31 and June 30

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

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


                                         LESLIE'S POOLMART, INC.


                                         By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                         By:
                                            ------------------------------------
                                            Name:
                                            Title:

                                      B-1

<PAGE>

                [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]
                -------------------------------------------------

     This is one of the 10 3/8% Senior Notes due 2008, Series B, described in
the within-mentioned Indenture.

Dated:

                                         THE BANK OF NEW YORK,
                                         as Trustee


                                         By:
                                            ------------------------------------
                                                    Authorized Signatory

                                      B-2

<PAGE>

                              (REVERSE OF SECURITY)
                              ---------------------

                             LESLIE'S POOLMART, INC.

                               10 3/8% Senior Note
                           due July 15, 2008 Series B

1.   Interest.
     --------

     LESLIE'S POOLMART, INC., a Delaware corporation (the "Company"), promises
to pay interest on the principal amount of this Security at the rate per annum
shown above. The Company will pay interest semi-annually on January 15 and July
15 of each year (the "Interest Payment Date"), commencing July 15, 2003.
Interest on the Securities will accrue from the most recent date to which
interest has been paid or, if no interest has been paid, from May 21, 2003.
Interest will be computed on the basis of a 360-day year of twelve 30-day
months.

     The Company shall pay interest on overdue principal from time to time on
demand at the rate borne by the Securities plus 2% and on overdue installments
of interest (without regard to any applicable grace periods) to the extent
lawful.

2.   Method of Payment.
     -----------------

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

3.   Paying Agent and Registrar.
     --------------------------

     Initially, The Bank of New York (the "Trustee") will act-as Paying Agent
and Registrar. The Company may change any Paying Agent, Registrar or
Co-Registrar without notice to the Holders. The Company or any of its
Subsidiaries may, subject to certain exceptions, act as Registrar or
Co-Registrar.

4.   Indenture.
     ---------

     The Company issued the Securities under an Indenture, dated as of May 21,
2003 (the "Indenture"), between the Company and the Trustee. Capitalized terms
herein are used as defined in the Indenture unless otherwise defined herein. The
terms of the Securities include those stated in the Indenture and those made
part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C.
Sections 77aaa-77bbbb) (the "TIA"), as in effect on the date of the Indenture
until such time as the Indenture is qualified under the TIA, and thereafter as
in effect

                                      B-3

<PAGE>

on the date on which the Indenture is qualified under the TIA. Notwithstanding
anything to the contrary herein, the Securities are subject to all such terms,
and Holders of Securities are referred to the Indenture and the TIA for a
statement of them. The Securities are general obligations of the Company limited
in aggregate principal amount to a maximum of $70,000,000.

5.   Optional Redemption.
     -------------------

     The Securities will be redeemable, at the Company's option, in whole at any
time or in part from time to time, on and after July 15, 2005, upon not less
than 30 nor more than 60 days' notice, at the following redemption prices
(expressed as percentages of the principal amount thereof) if redeemed during
the twelve-month period commencing on July 15 of the year set forth below, plus,
in each case, accrued interest to the date of redemption:

     Year      Percentage
     ----      ----------
     2005         102.594%
     2006         100.000%

6.   Optional Redemption Upon Public Equity Offering.
     -----------------------------------------------

     At any time, or from time to time, on or prior to July 15, 2005, the
Company may, at its option, use the net cash proceeds of one or more Public
Equity Offerings (as defined below) to redeem up to $20.0 million aggregate
principal amount of the Securities at a redemption price equal to 110.375% of
the principal amount thereof, plus accrued interest to the date of redemption;
provided that after giving effect to any such redemption at least $20.0 million
aggregate principal amount of the Securities remains outstanding. In order to
effect the foregoing redemption with the proceeds of any Public Equity Offering,
the Company shall make such redemption not more than 60 days after the
consummation of any such Public Equity Offering.

     As used in the preceding paragraph, "Public Equity Offering" means an
underwritten public offering of Qualified Capital Stock of the Company pursuant
to a registration statement filed with the Commission in accordance with the
Securities Act, or any successor statute.

7.   Notice of Redemption.
     --------------------

     Notice of redemption will be mailed at least 30 days but not more than 60
days before the Redemption Date to each Holder of Securities to be redeemed at
such Holder's registered address. Securities in denominations of $1,000 may be
redeemed only in whole. The Trustee may select for redemption portions (equal to
$1,000 or any integral multiple thereof) of the principal of Securities that
have denominations larger than $1,000.

     If any Security is to be redeemed in part only, the notice of redemption
that relates to such Security shall state the portion of the principal amount
thereof to be redeemed. A new Security in a principal amount equal to the
unredeemed portion thereof will be issued in the name of the Holder thereof upon
cancellation of the original Security. On and after the Redemption Date,
interest will cease to accrue on Securities or portions thereof called for
redemption.

                                      B-4

<PAGE>

8.   Change of Control Offer.
     -----------------------

     Upon the occurrence of a Change of Control, the Company will be required to
offer to purchase all of the outstanding Securities at a purchase price equal to
101% of the principal amount thereof, plus accrued and unpaid interest, if any,
thereon to the date of repurchase.

9.   Limitation on Disposition of Assets.
     -----------------------------------

     The Company is, subject to certain conditions, obligated to make an offer
to purchase Securities at 100% of their principal amount, plus accrued and
unpaid interest, if any, thereon to the date of repurchase with certain net cash
proceeds of certain sales or other dispositions of assets in accordance with the
Indenture.

10.  Denominations; Transfer; Exchange.
     ---------------------------------

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

11.  Persons Deemed Owners.
     ---------------------

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

12.  Unclaimed Funds.
     ---------------

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

13.  Legal Defeasance and Covenant Defeasance.
     ----------------------------------------

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

14.  Amendment; Supplement; Waiver.
     -----------------------------

     Subject to certain exceptions, the Indenture and the Securities may be
amended or supplemented with the written consent of the Holders of at least a
majority in aggregate principal amount of the Securities then outstanding, and
any existing Default or Event of Default or compliance with any provision may be
waived with the consent of the Holders of a majority in aggregate principal
amount of the Securities then outstanding. Without notice to or consent of any
Holder, the parties thereto may amend or supplement the Indenture and the
Securities to,

                                      B-5

<PAGE>

among other things, cure any ambiguity, defect or inconsistency, provide for
uncertificated Securities in addition to or in place of certificated Securities
or comply with any requirements of the Commission in connection with the
qualification of the Indenture under the TIA, or make any other change that does
not materially adversely affect the rights of any Holder of a Security.

15.  Restrictive Covenants.
     ---------------------

     The Indenture contains certain covenants that, among other things, limit
the ability of the Company and the Subsidiaries to make restricted payments, to
incur indebtedness, to create liens, to issue preferred or other capital stock
of Subsidiaries to third parties, to sell assets, to permit restrictions on
dividends and other payments by Subsidiaries to the Company, to consolidate,
merge or sell all or substantially all of its assets, to engage in transactions
with affiliates or to engage in certain businesses. The limitations are subject
to a number of important qualifications and exceptions. The Company must
annually report to the Trustee on compliance with such limitations.

16.  Defaults and Remedies.
     ---------------------

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

17.  Trustee Dealings with Company.
     -----------------------------

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

18.  No Recourse Against Others.
     --------------------------

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

19.  Authentication.
     --------------

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

                                      B-6

<PAGE>

20.  Abbreviations and Defined Terms.
     -------------------------------

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

21.  CUSIP Numbers.
     -------------

     Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company has caused a CUSIP number to be
printed on the Securities as a convenience to the Holders of the Securities. No
representation is made as to the accuracy of such numbers as printed on the
Securities and reliance may be placed only on the other identification numbers
printed hereon.

     The Company will furnish to any Holder of a Security upon written request
and without charge a copy of the Indenture. Requests may be made to Leslie's
Poolmart, Inc., 3925 East Broadway Road, Suite 100, Phoenix, Arizona 85040,
Attn: Chief Financial Officer.

22.  Governing Law.
     -------------

     This Security and the Indenture shall be governed by and construed in
accordance with the laws of the State of New York, as applied to contracts made
and performed within the State of New York, without regard to principles of
conflict of laws. Each of the parties hereto agrees to submit to the
jurisdiction of the courts of the State of New York in any action or proceeding
arising out of or relating to this Note.

                                      B-7

<PAGE>

                                 ASSIGNMENT FORM
                                 ---------------

     I or we assign and transfer this Security to:

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

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

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


Dated:                                   Signed:
      ------------------------------            --------------------------------
                                                (Sign exactly as name appears on
                                                the other side of this Security)


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

                                      B-8

<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE
                       ----------------------------------

     If you want to elect to have This Security purchased by the Company
pursuant to Section 4.16 or Section 4.17 of the Indenture, check the appropriate
box:

     Section 4.16  [ ]                    Section 4.17  [ ]

     If you want to elect to have only part of this Security purchased by the
Company pursuant to Section 4.16 or Section 4.17 of the Indenture, state the
amount: $__________


Dated:                                   Your Signature:
        ----------------------------                    ------------------------
                                                        (Sign exactly as name
                                                        appears on the other
                                                        side of this Security)

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

                                      B-9

<PAGE>

                                    EXHIBIT C
                                    ---------

                      FORM OF LEGEND FOR GLOBAL SECURITIES

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

     THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
     HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A
     NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY. THIS SECURITY IS NOT
     EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN
     THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED
     IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER
     OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE
     DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER
     NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED
     CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
     DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER 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.

                                      C-1

<PAGE>

                                    EXHIBIT D
                                    ---------

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

     Re: 10 3/8% Senior Notes due 2008, (the "Securities"), of Leslie's
Poolmart, Inc.

     This Certificate relates to $__________ principal amount of Securities held
in the form of* _____ a beneficial interest in a Global Security or* _____
Physical Securities by ____________________ (the "Transferor")

The Transferor:*

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

[ ]  has requested that the Registrar by written order to exchange or register
     the transfer of a Physical Security or Physical Securities.

     In connection with such request and in respect of each such Security, the
Transferor does hereby certify that the Transferor is familiar with the
Indenture relating to the above captioned Securities and the restrictions on
transfers thereof as provided in Section 2.17 of such Indenture, and that the
transfer of this Securities does not require registration under the Securities
Act of 1933, as amended (the "Act") because:*

[ ]  Such Security is being acquired for the Transferor's own account, without
     transfer (in satisfaction of Section 2.17(a)(II)(A) or Section
     2.17(d)(i)(A) of the Indenture).

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

[ ]  Such Security is being transferred to an institutional "accredited
     investor" (within the meaning of subparagraphs (a)(1), (2), (3) or (7) of
     Rule 501 under the Act.

[ ]  Such Security is being transferred in reliance on Regulation S under the
     Act.

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

[ ]  Such Security is being transferred in reliance on and in compliance with an
     exemption from the registration requirements of the Act other than Rule
     144A or Rule 144 or Regulation S under the Act to a person other than an
     institutional "accredited investor."

                                      D-1

<PAGE>

                                         [INSERT NAME OF TRANSFEROR]


                                         By:
                                            ------------------------------------
                                                   [Authorized Signatory]

Date:
     -------------------------------


* Check applicable box.

                                      D-2

<PAGE>

                                    EXHIBIT E
                                    ---------

             Form of Certificate to be Delivered in Connection with
                 Transfers to Institutional Accredited Investors


                                                 -------------, -----

The Bank of New York
101 Barclay Street, Floor 8 West
New York, New York 10286
Attention:  Corporate Trust Administration

     Re:  Leslie's Poolmart, Inc. (the "Company")
          Indenture (the "Indenture") relating to
          10 3/8% Senior Notes due 2008

Ladies and Gentlemen:

     In connection with our proposed purchase of 10 3/8% Senior Notes due 2008
(the "Securities"), of Leslie's Poolmart, Inc. (the "Company"), we confirm that:

     1.  We acknowledge that we have read and agreed to the matters set forth in
Section 4(g) of the Exchange Agreements.

     2.  We understand that any subsequent transfer of the Securities is subject
to certain restrictions and conditions set forth in the Indenture and the
undersigned agrees to be bound by, and not to resell, pledge or otherwise
transfer the Securities except in compliance with, such restrictions and
conditions and the Securities Act of 1933, as amended (the "Securities Act").

     3.  We understand that the offer and sale of the Securities have not been
registered under the Securities Act, and that the Securities may not be offered
or sold within the United States or to, or for the account or benefit of, U.S.
persons except as permitted in the following sentence. We agree, on our own
behalf and on behalf of any accounts for which we are acting as hereinafter
stated, that if we should sell any Securities, we will do so only (A) to the
Company or any subsidiary thereof, (B) inside the United States in accordance
with Rule 144A under the Securities Act to a "qualified institutional buyer" (as
defined therein), (C) inside the United States to an institutional "accredited
investor" (as defined below) that, prior to such transfer, furnishes (or has
furnished on its behalf by a U.S. broker-dealer) to the Trustee a signed letter
substantially in the form hereof, (D) outside the United States in accordance
with Regulation S under the Securities Act, (E) pursuant to the exemption from
registration provided by Rule 144 under the Securities Act (if available), or
(F) pursuant to an effective registration statement under the Securities Act,
and we further agree to provide to any person purchasing Securities from us a
notice advising such purchaser that resales of the Securities are restricted as
stated herein.

                                      E-1

<PAGE>

     4.  We are not acquiring the Securities for or on behalf of, and will not
transfer the Securities to, any employee benefit plan,/1/ as defined below.

-----------
1    As defined in Section 3 of the Employee Retirement Income Security Act of
1974 ("ERISA"), except that such an acquisition shall be permitted:
          (a)  to the extent such purchase is made by or on behalf of a bank
     collective investment fund maintained by the purchaser in which no plan
     (together with any other plans maintained by the same employer or employee
     organization) has an interest in excess of 10% of the total assets in such
     collective investment fund and the conditions of Section III of Prohibited
     Transaction Class exemption 91-38 issued by the Department of Labor are
     satisfied;
          (b)  to the extent such purchase is made by or on behalf of an
     insurance company pooled separate account maintained by the purchaser in
     which, at any time while the notes are outstanding, no plan (together with
     any other plans maintained by the same employer or employee organization)
     has an interest in excess of 10% of the total of all assets in such pooled
     separate account and the conditions of Section III of Prohibited
     Transaction Class Exemption 90-1 issued by the Department of Labor are
     satisfied;
          (c)  to the extent such purchase is made on behalf of a plan by (i) an
     investment advisor registered under the Investment Advisors Act of 1940
     that has as of the last day of its most recent year total assets under its
     management and control in excess of $50,000,000 and had shareholders' or
     partners' equity in excess of $750,000, as shown in its most recent balance
     sheet prepared in accordance with generally accepted accounting principles,
     or (ii) a bank as defined in Section 202(a)(2) of the Investment Advisors
     Act of 1940 with equity capital in excess of $1,000,000 as of the last day
     of its most recent year or (iii) an insurance company which is qualified
     under the laws of more than one state to manage, acquire or dispose of any
     assets of a plan, which insurance company has as of the last day of its
     most recent fiscal year, net worth in excess of $1,000,000 and which is
     subject to supervision and examination by a state authority having
     supervision over insurance companies and, in either case, such investment
     adviser, bank or insurance company is otherwise a qualified professional
     asset manager, as such term is used in Prohibited Transaction Exception
     84-14 issued by the Department of Labor, and the assets of such plan when
     combined with the assets of the other plans established or maintained by
     the same employer (or affiliate thereof) or employee organization and
     managed by such investment advisor, bank or insurance company, do not
     represent more than 20% of the total client assets managed by such
     investment advisor, bank or insurance company and the conditions of Section
     I of such exemption are otherwise satisfied;
          (d)  to the extent such plan is a governmental plan (as defined in
     Section 3 of ERISA) which is not subject to the provisions of Title I of
     ERISA or Section 401 of the Internal Revenue Code;
          (e)  to the extent that such purchase is made by or on behalf of an
     insurance company and no part of the funds to be used to purchase the notes
     constitutes assets of a plan for purposes of Section 406 of ERISA or
     Section 4975 of the Internal Revenue Code, by reason of Department of Labor
     Regulations 29 C.E.R. Section 2509.75-2, which regulations are in full
     force and effect;
          (f)  to the extent such purchase is made by or on behalf of an
     insurance company using the assets of its general account, the reserves and
     liabilities for the general account contracts held by or on behalf of any
     plan, together with any other plans maintained by the same employer (or its
     affiliates) or employee organization do not exceed 10% of the total
     reserves and liabilities of the insurance company general account
     (exclusive of separate account liabilities), plus surplus as set forth in
     the National Association of Insurance Commissioners Annual Statement filed
     with the state of domicile of the insurer, in accordance with Prohibited
     Transaction Class Exemption 95-60, and the other applicable conditions of
     such exemption are otherwise satisfied;
          (g)  to the extent such purchase is made by an in-house asset manager
     within the meaning of Part IV(A) of Prohibited Transaction Exemption 96-23
     issued by the Department of Labor, and such manager has made or properly
     authorized the decision of such plan to purchase notes, under circumstances
     such that Prohibited Transaction Exemption 96-23 is applicable to the
     purchase and holding of such notes; or
          (h)  to the extent such purchase would not otherwise constitute a
     non-exempt prohibited transaction.

                                      E-2

<PAGE>

     5.  We understand that, on any proposed resale of Securities, we will be
required to furnish to the Trustee and the Company, such certification, legal
opinions and other information as the Trustee and the Company may reasonably
require to confirm that the proposed sale complies with the foregoing
restrictions. We further understand that the Securities purchased by us will
bear a legend to the foregoing effect.

     6.  We are an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have
such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of our investment in the Securities, and we
and any accounts for which we are acting are each able to bear the economic risk
of our or their investment, as the case may be.

     7.  We are acquiring the Securities purchased by us for our account or for
one or more accounts (each of which is an institutional "accredited investor")
as to each of which we exercise sole investment discretion.

     You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceeding or official inquiry with respect
to the matters covered hereby.

                                         Very truly yours,

                                         [NAME OF TRANSFEROR]


                                         By:
                                            ------------------------------------
                                                  [Authorized Signatory]

                                      E-3

<PAGE>

                                    EXHIBIT F
                                    ---------

  Form of Certificate to be Delivered in Connection with Regulation S Transfers

                                                -----------------, -----

The Bank of New York
101 Barclay Street, Floor 8 West
New York, New York 10286
Attention:  Corporate Trust Administration

     Re:   Leslie's Poolmart, Inc. (the "Company")
           10 3/8% Senior Notes due 2008 (the "Securities")

Dear Sirs:

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

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

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

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

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

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

     You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby. Defined terms used herein without
definition have the respective meanings provided in Regulation S.

                                         Very truly yours,

                                         [NAME OF TRANSFEROR]


                                         By:
                                            ------------------------------------
                                                  [Authorized Signatory]

                                      F-1