<PAGE>

                                                                     EXHIBIT 4.1
                                                                  EXECUTION COPY

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                                  CBD MEDIA LLC
                                CBD FINANCE, INC.
                                  as Co-Issuers

                                  $150,000,000

                    8-5/8% SENIOR SUBORDINATED NOTES DUE 2011

                                   ----------

                                    INDENTURE

                            Dated as of June 13, 2003

                                   ----------

                                 HSBC BANK USA,
                                   as Trustee


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<PAGE>

                                TABLE OF CONTENTS

                                                                            Page

ARTICLE 1.  DEFINITIONS AND INCORPORATION BY REFERENCE........................1

     Section 1.01.  Definitions...............................................1

     Section 1.02.  Other Definitions........................................18

     Section 1.03.  Incorporation by Reference of Trust
                    Indenture Act............................................18

     Section 1.04.  Rules of Construction....................................19

ARTICLE 2.  THE NOTES........................................................19

     Section 2.01.  Form and Dating..........................................19

     Section 2.02.  Execution and Authentication.............................20

     Section 2.03.  Registrar and Paying Agent...............................20

     Section 2.04.  Paying Agent to Hold Money in Trust......................21

     Section 2.05.  Holder Lists.............................................21

     Section 2.06.  Transfer and Exchange....................................21

     Section 2.07.  Replacement Notes........................................32

     Section 2.08.  Outstanding Notes........................................32

     Section 2.09.  Treasury Notes...........................................32

     Section 2.10.  Temporary Notes..........................................32

     Section 2.11.  Cancellation.............................................33

     Section 2.12.  Defaulted Interest.......................................33

     Section 2.13.  CUSIP or ISIN Numbers....................................33

     Section 2.14.  Additional Interest......................................33

     Section 2.15.  Issuance of Additional Notes.............................33

     Section 2.16.  Record Date..............................................34

ARTICLE 3.  REDEMPTION AND PREPAYMENT........................................34

     Section 3.01.  Notices to Trustee.......................................34

     Section 3.02.  Selection of Notes to Be Redeemed........................34

     Section 3.03.  Notice of Redemption.....................................35

     Section 3.04.  Effect of Notice of Redemption...........................35

     Section 3.05.  Deposit of Redemption Price..............................35

     Section 3.06.  Notes Redeemed in Part...................................36

     Section 3.07.  Optional Redemption......................................36

     Section 3.08.  Mandatory Redemption.....................................36

     Section 3.09.  Offers To Purchase.......................................37

ARTICLE 4.  COVENANTS........................................................39

     Section 4.01.  Payment of Notes.........................................39

     Section 4.02.  Maintenance of Office or Agency..........................39

                                       i

<PAGE>

                                TABLE OF CONTENTS
                                   (continued)
                                                                           Page

     Section 4.03.  Reports..................................................39

     Section 4.04.  Compliance Certificate...................................40

     Section 4.05.  Taxes....................................................41

     Section 4.06.  Stay, Extension and Usury Laws...........................41

     Section 4.07.  Corporate Existence......................................41

     Section 4.08.  Payments for Consent.....................................41

     Section 4.09.  Incurrence of Indebtedness and Issuance of
                    Preferred Stock..........................................41

     Section 4.10.  Restricted Payments......................................43

     Section 4.11.  Liens....................................................47

     Section 4.12.  Asset Sales..............................................47

     Section 4.13.  Dividend and Other Payment Restrictions
                    Affecting Restricted Subsidiaries........................48

     Section 4.14.  Transactions with Affiliates.............................49

     Section 4.15.  Business Activities......................................51

     Section 4.16.  Designation of Restricted and Unrestricted
                    Subsidiaries.............................................51

     Section 4.17.  Repurchase at the Option of Holders Upon a
                    Change of Control........................................51

     Section 4.18.  Additional Guarantees....................................52

     Section 4.19.  No Incurrence of Senior Subordinated Debt................52

ARTICLE 5.  SUCCESSORS.......................................................52

     Section 5.01.  Merger, Consolidation or Sale of Assets..................52

     Section 5.02.  Successor Corporation Substituted........................53

ARTICLE 6.  DEFAULTS AND REMEDIES............................................54

     Section 6.01.  Events of Default........................................54

     Section 6.02.  Acceleration.............................................55

     Section 6.03.  Other Remedies...........................................56

     Section 6.04.  Waiver of Past Defaults..................................56

     Section 6.05.  Control by Majority......................................57

     Section 6.06.  Limitation on Suits......................................57

     Section 6.07.  Rights of Holders to Receive Payment.....................57

     Section 6.08.  Collection Suit by Trustee...............................57

     Section 6.09.  Trustee May File Proofs of Claim.........................57

     Section 6.10.  Priorities...............................................58

     Section 6.11.  Undertaking for Costs....................................58

ARTICLE 7.  TRUSTEE..........................................................58

     Section 7.01.  Duties of Trustee........................................58

                                       ii

<PAGE>

                                TABLE OF CONTENTS
                                   (continued)
                                                                           Page

     Section 7.02.  Rights of Trustee........................................59

     Section 7.03.  Individual Rights of Trustee.............................60

     Section 7.04.  Trustee's Disclaimer.....................................60

     Section 7.05.  Notice of Defaults.......................................61

     Section 7.06.  Reports by Trustee to Holders............................61

     Section 7.07.  Compensation and Indemnity...............................61

     Section 7.08.  Replacement of Trustee...................................62

     Section 7.09.  Successor Trustee by Merger, etc.........................63

     Section 7.10.  Eligibility; Disqualification............................63

     Section 7.11.  Preferential Collection of Claims Against Issuers........63

ARTICLE 8.  LEGAL DEFEASANCE AND COVENANT DEFEASANCE.........................63

     Section 8.01.  Option to Effect Legal Defeasance or Covenant
                    Defeasance...............................................63

     Section 8.02.  Legal Defeasance and Discharge...........................64

     Section 8.03.  Covenant Defeasance......................................64

     Section 8.04.  Conditions to Legal or Covenant Defeasance...............64

     Section 8.05.  Deposited Cash and Government Securities to be Held
                    in Trust; Other Miscellaneous Provisions.................65

     Section 8.06.  Repayment to Issuers.....................................66

     Section 8.07.  Reinstatement............................................66

ARTICLE 9.  AMENDMENT, SUPPLEMENT AND WAIVER.................................66

     Section 9.01.  Without Consent of Holders of Notes......................66

     Section 9.02.  With Consent of Holders of Notes.........................67

     Section 9.03.  Compliance with Trust Indenture Act......................68

     Section 9.04.  Revocation and Effect of Consents........................68

     Section 9.05.  Notation on or Exchange of Notes.........................68

     Section 9.06.  Trustee to Sign Amendments, etc..........................69

ARTICLE 10. GUARANTEES.......................................................69

     Section 10.01. Guarantee................................................69

     Section 10.02. Limitation on Guarantor Liability........................70

     Section 10.03. Guarantors May Consolidate, etc., on Certain Terms.......71

     Section 10.04. Releases Following Sale of Assets........................71

ARTICLE 11. SUBORDINATION....................................................72

     Section 11.01. Agreement to Subordinate.................................72

     Section 11.02. Liquidation; Dissolution; Bankruptcy.....................72

     Section 11.03. Default on Designated Senior Debt........................72

                                      iii

<PAGE>

                                TABLE OF CONTENTS
                                   (continued)
                                                                           Page

     Section 11.04. Acceleration of Notes....................................73

     Section 11.05. When Distribution Must Be Paid Over......................73

     Section 11.06. Notice By the Issuers....................................74

     Section 11.07. Subrogation..............................................74

     Section 11.08. Relative Rights..........................................74

     Section 11.09. Subordination May Not Be Impaired By the Issuers.........74

     Section 11.10. Distribution Or Notice To Representative.................75

     Section 11.11. Rights Of Trustee And Paying Agent.......................75

     Section 11.12. Authorization To Effect Subordination....................75

     Section 11.13. Trust Moneys Not Subordinated............................76

     Section 11.14. Payment and Distribution.................................76

     Section 11.15. No Claims................................................76

     Section 11.16. Acknowledgement of Holders...............................76

ARTICLE 12. SATISFACTION AND DISCHARGE.......................................76

     Section 12.01. Satisfaction and Discharge...............................76

     Section 12.02. Deposited Cash and Government Securities to be Held
                    in Trust; Other Miscellaneous Provisions.................77

     Section 12.03. Repayment to Issuers.....................................77

ARTICLE 13. MISCELLANEOUS....................................................78

     Section 13.01. Trust Indenture Act Controls.............................78

     Section 13.02. Notices..................................................78

     Section 13.03. Communication by Holders of Notes with Other
                    Holders of Notes.........................................79

     Section 13.04. Certificate and Opinion as to Conditions Precedent.......79

     Section 13.05. Statements Required in Certificate or Opinion............79

     Section 13.06. Rules by Trustee and Agents..............................80

     Section 13.07. No Personal Liability of Directors, Officers,
                    Employees and Shareholders...............................80

     Section 13.08. Governing Law............................................80

     Section 13.09. No Adverse Interpretation of Other Agreements............80

     Section 13.10. Successors...............................................80

     Section 13.11. Severability.............................................80

     Section 13.12. Counterpart Originals....................................80

     Section 13.13. Table of Contents, Headings, etc.........................81

     Section 13.14. Qualification of this Indenture..........................81

                                       iv

<PAGE>

               This INDENTURE, dated as of June 13, 2003, is entered into by and
among CBD Media LLC, a Delaware limited liability company ("Media"), CBD
Finance, Inc., a Delaware corporation ("Finance" and collectively with Media,
the "Issuers"), as the joint and several obligors, and HSBC Bank USA, a New York
banking corporation, as Trustee (the "Trustee").

               The Issuers and the Trustee agree as follows for the benefit of
each other and for the equal and ratable benefit of the Holders of the 8-5/8%
Senior Subordinated Notes due 2011 (the "Notes"):

                                   ARTICLE 1.

                   DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01   Definitions.
               -----------

               For all purposes of this Indenture, except as otherwise expressly
provided or unless the context otherwise requires:

               "144A Global Note" means a Global Note in the form of Exhibit A
hereto bearing the Global Note Legend and the Private Placement Legend and
deposited with, or on behalf of, and registered in the name of the Depositary or
its nominee that shall be issued in a denomination equal to the outstanding
principal amount of the Notes sold for initial resale in reliance on Rule 144A.

               "AI Global Note" means a Global Note in the form of Exhibit A
hereto bearing the Global Note Legend and the Private Placement legend and
deposited with, or on behalf of, and registered in the name of the Depositary or
its nominee that will be issued in a denomination equal to the outstanding
principal amount of the Notes sold to Accredited Investors, if any.

               "Accredited Investor" means any Person that is an "accredited
investor" as defined in Rule 501(a) under the Securities Act.

               "Acquired Debt" means, with respect to any specified Person:

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

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

               "Additional Guarantor" means any Restricted Subsidiary or other
Person that guarantees the Notes under the terms of this Indenture and its
successor, if any.

               "Additional Interest" has the meaning set forth in any
Registration Rights Agreement and relating to amounts to be paid in the event
the Issuers fail to satisfy certain conditions set forth therein. For all
purposes of this Indenture, the term "interest" shall include Additional
Interest, if any, with respect to the Notes.

               "Additional Notes" means any Notes (other than the Initial Notes
and Exchange Notes and any Notes issued under Sections 2.06, 2.07, 2.10 and 3.06
hereof) issued under this Indenture in accordance with Sections 2.02, 2.15 and
4.09 hereof, as part of the same series as the Initial Notes or as an additional
series.

               "Advisory Agreement" means that certain Advisory Agreement, dated
March 8, 2002, by and between CBD Media LLC and Applegate & Collatos, Inc.,
including any amendments, modifications or supplements thereto, through the date
of this Indenture.

<PAGE>

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

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

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

               "Asset Sale" means:

               (a)  the sale, lease, transfer, conveyance or other disposition
          of any assets or rights; provided, however, that the sale, lease,
          transfer, conveyance or other disposition of all or substantially all
          of the assets of the Issuers and the Restricted Subsidiaries taken as
          a whole shall be governed by the provisions of this Indenture
          described in Section 4.17 and/or Section 5.01 hereof and not by the
          provisions described in Section 4.12 hereof; and

               (b)  the sale or issuance of Equity Interests in any Restricted
          Subsidiary.

               Notwithstanding the preceding, the following items shall not be
          deemed to be Asset Sales:

               (1)  any single transaction or series of related transactions
          that involves assets having a fair market value of less than $1.0
          million or for net cash proceeds of less than $1.0 million;

               (2)  a sale, lease, transfer, conveyance or other disposition of
          assets between or among the Issuers and the Restricted Subsidiaries;

               (3)  a sale, lease, transfer, conveyance or other disposition of
          inventory or accounts receivable in the ordinary course of business;

               (4)  the sale or other disposition of cash or Cash Equivalents in
          the ordinary course of business;

               (5)  any sale of Equity Interests in or Indebtedness of or other
          securities of an Unrestricted Subsidiary;

               (6)  an issuance of Equity Interests by a Restricted Subsidiary
          to the Issuers or to another Restricted Subsidiary;

               (7)  sales of property or equipment that has become worn out,
          obsolete or damaged or otherwise unsuitable for use in connection with
          the Issuers' business or the business of any of its Restricted
          Subsidiaries;

               (8)  the license of patents, trademarks, copyrights and know-how
          to third persons in the ordinary course of business; and

               (9)  a Restricted Payment that is permitted by the covenant
          described in Section 4.10 of this Indenture or any Permitted
          Investment.

                                       2

<PAGE>

               "Bankruptcy Law" means Title 11, U.S. Code or any similar federal
or state law for the relief of debtors, or the law of any other jurisdiction
relating to bankruptcy, insolvency, winding up, liquidation, reorganization or
relief of debtors.

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

               "Board of Directors" means:

               (1)  with respect to a corporation, the board of directors of the
          corporation or any committee thereof duly authorized to act on behalf
          of such board;

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

               (3)  with respect to any limited liability company (including
          Media for so long as it is a limited liability company), the managing
          member or members or any controlling committee of members or body
          designated as the board of directors of the limited liability company;
          and

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

               "Board Resolution" means a copy of a resolution certified by the
secretary or an assistant secretary (or individual performing comparable duties)
of the applicable 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 Legal Holiday.

               "Capital Lease Obligation" means, at the time any determination
is to be made, the amount of the liability in respect of a capital lease that
would at that time be required to be capitalized on a balance sheet in
accordance with GAAP, and the Stated Maturity thereof shall be the date of the
last payment of rent or any other amount due under such lease prior to the first
date upon which such lease may be prepaid by the lessee without payment of a
penalty.

               "Capital Stock" means

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

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

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

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

               "Cash Equivalents" means:

               (1)  United States dollars;

                                       3

<PAGE>

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

               (3)  certificates of deposit and eurodollar time deposits with
          maturities of six months or less from the date of acquisition,
          banker's acceptances with maturities not exceeding six months and
          overnight bank deposits, in each case, with any lender party to the
          Credit Agreement or with any domestic commercial bank having capital
          and surplus in excess of $500.0 million and a Thomson Bank Watch
          Rating of "B" or better;

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

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

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

               "CBD Holdings" means CBD Media Holdings LLC, a Delaware limited
          liability company.

               "Change of Control" means the occurrence of any of the following:

               (1)  the direct or indirect sale, transfer, lease, conveyance or
          other disposition (other than by way of merger or consolidation), in
          one or a series of related transactions, of all or substantially all
          of the properties or assets of the Issuers and the Restricted
          Subsidiaries, taken as a whole, to any "person" (as that term is used
          in Section 13(d)(3) of the Exchange Act) other than a Principal or a
          Related Party of a Principal;

               (2)  the adoption of a plan relating to the liquidation or
          dissolution of the Issuers; provided if the adoption of such plan is
          required to be approved by the equityholders of the Issuers, a Change
          of Control shall only occur upon the adoption of such plan by the
          equityholders of the Issuers;

               (3)  the consummation of any transaction (including, without
          limitation, any merger or consolidation) the result of which is that
          any "person" (as referenced in clause (1) above), other than the
          Principals and their Related Parties, becomes the Beneficial Owner,
          directly or indirectly, of more than 50% of the total Voting Stock of
          the Issuers, measured by voting power rather than number of shares; or

               (4)  the first day on which a majority of the members of the
          Board of Directors of the Issuers, or of the Board of Directors of the
          direct or indirect parent of the Issuers, are not Continuing
          Directors;

               "Clearstream" means Clearstream Banking S.A. and any successor
          thereto.

               "Code" means the U.S. Internal Revenue Code of 1986, as amended.

               "Commission" means the Securities and Exchange Commission or any
          successor agency.

                                       4

<PAGE>

               "Consolidated Cash Flow" means, with respect to any specified
Person for any period, the Consolidated Net Income of such Person for such
period plus:

               (1)  an amount equal to any extraordinary loss plus any net loss,
          together with any related provision for taxes or Tax Distributions,
          realized by such Person or any of its Restricted Subsidiaries in
          connection with (a) an Asset Sale, or (b) the disposition of any
          securities by such Person or any of its Restricted Subsidiaries or the
          extinguishment of any Indebtedness of such Person or any of its
          Restricted Subsidiaries, to the extent such losses were deducted in
          computing such Consolidated Net Income; plus

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

               (3)  Consolidated Interest Expense of such Person and its
          Restricted Subsidiaries for such period, to the extent that any such
          expense was deducted in computing such Consolidated Net Income; plus

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

               (5)  (x) any other non-cash items reducing Consolidated Net
          Income, including compensation expense resulting from distributions or
          other payments by CBD Holdings or its Affiliates (other than the
          Issuers) to management holders of equity interests in CBD Holdings
          (but excluding any non-cash charges which require an accrual of or a
          cash reserve for cash charged for any future period) of such Person
          and its Restricted Subsidiaries and (y) any payments, to the extent
          such payments reduce Consolidated Net Income, by CBD Media in
          connection with the Management Incentive Compensation Plan to the
          extent funded by contributions to Media by CBD Investor or its
          Affiliates (other than the Issuers or its Restricted Subsidiaries);
          minus

               (6)  non-cash items increasing such Consolidated Net Income for
          such period, other than (a) the accrual of revenue in the ordinary
          course of business and (b) any reversal of any non-cash item to the
          extent such reversed non-cash item previously reduced an addition to
          Consolidated Cash Flow pursuant to the parenthetical to clause (5)
          above,

in each case, on a consolidated basis and determined in accordance with GAAP.

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

               (1)  the consolidated interest expense of such Person and the
          Restricted Subsidiaries for such period, whether paid or accrued
          (including, without limitation, amortization of original issued
          discount, non-cash interest payments, the interest component of any
          deferred payment obligation, the interest component of all payments
          associated with Capital Lease Obligations, commission, discounts and
          other fees and charges incurred in respect of letters of credit or
          bankers acceptance financings, and net payments (if any) pursuant to
          Hedging Obligations);

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

                                       5

<PAGE>

               (3)  any interest expense on Indebtedness of another Person that
          is guaranteed by such Person or any of its Restricted Subsidiaries or
          secured by a Lien on assets of such Person or any of the Restricted
          Subsidiaries (whether or not such guarantee or Lien is called upon);
          and

               (4)  the product of:

                    (a)  all cash dividend payments (and non-cash dividend
               payments in the case of a Person that is a Restricted Subsidiary)
               on any series of preferred Equity Interests or Disqualified Stock
               of such Person or its Restricted Subsidiaries, times

                    (b)  a fraction, the numerator of which is one and the
               denominator of which is one minus the then-current combined
               federal, state and local statutory tax rate of such Person (or,
               in the case of a Person that is a partnership or a limited
               liability company, the combined federal, state and local income
               tax rate that was or would have been utilized to calculate the
               Tax Distribution of such Person), expressed as a decimal, in each
               case, on a consolidated basis and in accordance with GAAP.

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

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

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

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

               (4)  the cumulative effect of a change in accounting principles
          shall be excluded.

               "Continuing Directors" means, as of any date of determination,
any member of the Board of Directors of an entity who:

               (1)  was a member of such Board of Directors on the date of the
          Indenture; or

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

               "Corporate Trust Office of the Trustee" shall be at the address
of the Trustee specified in Section 13.02 hereof, or such other address as to
which the Trustee may give notice to the Issuers.

               "Credit Agreement" means that certain Credit Agreement, dated as
of June 13, 2003 by and among Media, CBD Holdings and the Lenders thereto,
providing for up to $160.0 million of term loan borrowings and $5.0 million of
revolving credit borrowings, including any related Notes, guarantees, collateral
documents, instruments and agreements executed in connection therewith, and in
each case as amended, modified, renewed, refunded, replaced or refinanced (in
whole or in part) from time to time.

                                       6

<PAGE>

               "Credit Facilities" means one or more debt facilities or
agreements (including, without limitation, the Credit Agreement) or commercial
paper facilities, in each case with banks or other institutional lenders
providing for revolving credit loans, term loans, receivables financing
(including through the sale of receivables to such lenders or to special purpose
entities formed to borrow from such lenders against such receivables) or letters
of credit, in each case, as amended, restated, modified, renewed, refunded,
replaced, or refinanced in whole or in part from time to time and any other
agreement (and related document) governing Indebtedness incurred to refinance,
in whole or in part, the borrowings and commitments then outstanding or
permitted to be outstanding under such Credit Facility or a successor Credit
Facility, whether by the same or any other lender or group of lenders (including
pursuant to indebtedness issued pursuant to an indenture).

               "Custodian" means, with respect to the Notes issuable or issued
in whole or in part in global form, the Person specified in Section 2.03(c)
hereof as Custodian with respect to the Notes, and any and all successors
thereto appointed as custodian hereunder and having become such pursuant to the
applicable provisions of this Indenture.

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

               "Definitive Note" means a certificated Note registered in the
name of the Holder thereof and issued in accordance with Section 2.06 or 2.10
hereof, in substantially the form of Exhibit A hereto, except that such Note
shall not bear the Global Note Legend and shall not have the "Schedule of
Exchanges of Interests in the Global Note" attached thereto.

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

               "Designated Senior Debt" means (i) any Indebtedness outstanding
under the Credit Agreement and (ii) any other Senior Debt permitted hereunder
the principal amount of which is $20.0 million or more and that has been
designated by the Issuers as "Designated Senior Debt."

               "Disqualified Stock" means any Capital Stock that, by its terms
(or by the terms of any security into which it is convertible, or for which it
is exchangeable, in each case at the option of the holder of the Capital Stock),
or upon the happening of any event (other than an optional call for redemption
by the Issuers), matures or is mandatorily redeemable, pursuant to a sinking
fund obligation or otherwise, or redeemable at the option of the holder of the
Capital Stock, in whole or in part, on or prior to the date that is 91 days
after the date on which the Notes mature. Notwithstanding the preceding
sentence, any Capital Stock that would constitute Disqualified Stock solely
because the holders of the Capital Stock have the right to require the Issuers
to repurchase such Capital Stock upon the occurrence of a change of control or
an asset sale shall not constitute Disqualified Stock if the terms of such
Capital Stock provide that the Issuers may not repurchase or redeem any such
Capital Stock pursuant to such provisions unless such repurchase or redemption
complies with the covenant described in Section 4.10 of the Indenture.

               "Distribution Compliance Period" means the 40-day distribution
compliance period as defined in Regulation S.

               "Domestic Subsidiary" means any Restricted Subsidiary of the
Issuers that was formed under the laws of the United States or any state of the
United States or the District of Columbia or that guarantees or otherwise
provides direct credit support for any Indebtedness of the Issuers.

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

                                       7

<PAGE>

               "Equity Offering" means a sale of common Equity Interests of the
Issuers or a contribution to the common equity capital of the Issuers with the
net cash proceeds of a substantially concurrent offering of common Equity
Interests of CBD Holdings, excluding Disqualified Stock.

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

               "Exchange Act" means the U.S. Securities Exchange Act of 1934, as
amended, and the rules and regulations thereunder, including any successor
legislation and rules and regulations.

               "Exchange Notes" means Notes registered under the Securities Act
to be exchanged for Notes not so registered, pursuant to and as set forth in a
Registration Rights Agreement relating to such an exchange.

               "Exchange Offer" has the meaning set forth in a Registration
Rights Agreement relating to an exchange of Notes registered under the
Securities Act for Notes not so registered.

               "Exchange Offer Registration Statement" has the meaning set forth
in a Registration Rights Agreement.

               "Existing Indebtedness" means the Indebtedness of the Issuers and
their Subsidiaries (other than Indebtedness under the Credit Agreement) in
existence on the date of this Indenture, until such amounts are repaid.

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

               "Global Note Legend" means the legend set forth in Section
2.06(g)(ii) hereof, which is required to be placed on all Global Notes issued
under this Indenture.

               "Global Notes" means the global Notes in the form of Exhibit A
hereto issued in accordance with Article 2 hereof.

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

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

               "Guarantors" means each Subsidiary that executes a Subsidiary
Guarantee in accordance with the provisions of this Indenture, and their
respective successors and assigns.

               "Hedging Obligations" means, with respect to any specified
Person, the obligations of such Person under:

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

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

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

                                       8

<PAGE>

               "Income Tax Liabilities" means an amount determined by
multiplying (a) all taxable income and gains of Media and its Restricted
Subsidiaries for such taxable year by (b) forty-four percent (44%) or, if there
is a change in applicable federal, state or local tax rates, such other rates as
the Chief Financial Officer of Media determines in good faith to be a reasonable
approximation of the effective combined federal, state and local income taxation
rates generally payable by CBD Holdings, its owners or the Restricted
Subsidiaries with respect to the income and gains of Media and its Restricted
Subsidiaries.

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

               (1)  in respect of borrowed money;

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

               (3)  in respect of banker's acceptances;

               (4)  representing Capital Lease Obligations;

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

               (6)  representing any Hedging Obligations,

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

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

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

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

               "Indenture" means this instrument, as originally executed or as
it may from time to time be supplemented or amended in accordance with Article 9
hereof.

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

               "Initial Notes" means $150.0 million aggregate principal amount
of Notes issued under this Indenture on the date hereof.

               "Interest Payment Dates" shall have the meaning set forth in
paragraph 1 of each Note.

               "Investments" means, with respect to any Person, all direct or
indirect investments by such Person in other Persons (including Affiliates) in
the forms of loans (including guarantees or other obligations), advances or
capital contributions (excluding commission, travel, relocation and similar
advances to officers and employees made in the ordinary course of business),
purchases or other acquisitions for consideration of Indebtedness, Equity
Interests or other securities, together with all items that are or would be
classified as investments on a balance sheet prepared in accordance with GAAP.
If the Issuers or any of their Restricted Subsidiaries sells or otherwise
disposes

                                       9

<PAGE>

of any Equity Interests of any direct or indirect Restricted Subsidiary of the
Issuers, such that, after giving effect to any such sale or disposition, such
Person is no longer a Restricted Subsidiary of the Issuers, the Issuers 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 Equity Interests of such Restricted
Subsidiary not sold or disposed of in an amount determined as provided in
Section 4.10(c) hereof. The acquisition by the Issuers or any Restricted
Subsidiary of the Issuers of a Person that holds an Investment in a third Person
shall be deemed to be an Investment by the Issuers or such Subsidiary in such
third Person in an amount equal to the fair market value of the Investment held
by the acquired Person in such third Person in an amount determined as provided
in Section 4.10(c) hereof.

               "Legal Holiday" means a Saturday, a Sunday or a day on which
banking institutions in The City of New York, New York, the city in which the
Corporate Trust Division (or successor group) of the Trustee is located, or any
other place of payment on the Notes are authorized by law, regulation or
executive order to remain closed.

               "Letter of Transmittal" means the letter of transmittal, or its
electronic equivalent in accordance with the Applicable Procedures, to be
prepared by the Issuers and sent to all Holders of the Initial Notes or any
Additional Notes for use by such Holders in connection with an Exchange Offer.

               "Leverage Ratio" means the ratio of:

                    (a)  the aggregate principal amount of the outstanding
               Indebtedness of the Issuers and the Indebtedness of the
               Restricted Subsidiaries plus the amount of all obligations in
               respect of the repayment of Disqualified Stock and the
               liquidation preference of preferred stock of Restricted
               Subsidiaries as of the date of calculation in accordance with
               GAAP, to

                    (b)  the Issuers' aggregate Consolidated Cash Flow for the
               last four full fiscal quarters for which financial statements are
               available and have been filed with the Commission or the Trustee
               pursuant to Section 4.03 hereof (the "Reference Period").

               For purposes of this definition, the aggregate outstanding
principal amount of the Indebtedness, the repayment obligations and liquidation
preference amount of the Issuers and the Restricted Subsidiaries for which such
calculation is made shall be determined on a pro forma basis as if the
Indebtedness or capital stock giving rise to the need to perform such
calculation had been incurred and issued and the proceeds therefrom had been
applied, and all other transactions in respect of which such Indebtedness is
being incurred or capital stock is being issued, had occurred on the first day
of such Reference Period. In addition to the foregoing, for purposes of this
definition, the Leverage Ratio shall be calculated on a pro forma basis, after
giving effect to (i) any incurrence (and the application of the proceeds
therefrom) or repayment of other Indebtedness or issuance of Disqualified Stock
or preferred stock of a Restricted Subsidiary (and the application of the
proceeds therefrom) or the redemption of such stock at any time subsequent to
the beginning of the Reference Period and on or prior to the date of
determination as if such incurrence (and the application of the proceeds
thereof), or the repayment, as the case may be, occurred on the first day of the
Reference Period, and (ii) any acquisition or disposition at any time on or
subsequent to the first day of the Reference Period and on or prior to the date
of determination as if such acquisition or disposition (including the
incurrence, assumption or liability for, or repayment of, any such Indebtedness
or capital stock and also including any Consolidated Cash Flow associated with
such acquisition or disposition) had occurred on the first day of the Reference
Period. For purposes of this definition, whenever pro forma effect is to be
given to a transaction, the pro forma calculations shall be determined in good
faith by a responsible financial or accounting officer of the Issuers and shall
comply with the requirements of Rule 11-02 of Regulation S-X promulgated by the
Commission.

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

                                       10

<PAGE>

               "Management Incentive Compensation Plan" means that certain
incentive compensation program for the benefit of employees or former employees
of Media (or other participants) to be funded by contributions from CBD Investor
Inc. or its Affiliates (other than Media).

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

               (1)  any gain (or loss), together with any related provision for
          taxes or Tax Distributions on such gain (or loss), realized in
          connection with: (a) any Asset Sale; (b) the disposition of any
          securities by such Person or any of its Restricted Subsidiaries or (c)
          the extinguishment of any Indebtedness of such Person or any of its
          Restricted Subsidiaries; and

               (2)  any extraordinary gain (or loss), together with any related
          provision for taxes or Tax Distributions on such extraordinary gain
          (or loss).

               "Net Proceeds" means the aggregate cash proceeds received by the
Issuers or any Restricted Subsidiary in respect of any Asset Sale (including,
without limitation, any cash received upon the sale or other disposition of any
non-cash consideration received in any Asset Sale but only as and when
received), net of the direct costs relating to such Asset Sale, including,
without limitation, legal, accounting and investment banking fees, and sales
commissions, recording fees, title transfer fees, appraiser fees, costs of
preparation of assets for sale and any relocation expenses incurred as a result
of the Asset Sale, taxes or Tax Distributions paid or payable as a result of the
Asset Sale, in each case, after taking into account any available tax credits or
deductions and any tax sharing arrangements, and amounts required to be applied
to the repayment of Indebtedness, other than Senior Debt, secured by a Lien on
the asset or assets that were the subject of such Asset Sale, all distribution
and other payments required to be made to minority interest holders in
Restricted Securities or joint ventures as a result of the Asset Sale and any
reserve for adjustment in respect of the sale price of such asset or assets
established in accordance with GAAP.

               "Non-recourse Debt" means Indebtedness:

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

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

               (3)  as to which the lenders have been notified in writing that
          they shall not have any recourse to the stock or assets of the Issuers
          or any Restricted Subsidiary;

provided, however, that in no event shall Indebtedness of any Unrestricted
Subsidiary fail to be Non-recourse Debt solely as a result of any default
provisions contained in a guarantee thereof by the Issuers or any Restricted
Subsidiary if the Issuers or that Restricted Subsidiary was otherwise permitted
to incur that guarantee pursuant to this Indenture.

               "Obligations" means any principal, premium, if any, interest
(including interest accruing on or after the filing of any petition in
bankruptcy or for reorganization relating to the Issuers or its Subsidiaries
whether or not a claim for post-filing interest is allowed in such proceeding),
penalties, fees, charges, expenses, indemnifications, reimbursement obligations,
damages (including liquidated damages), guarantees and other liabilities or
amounts payable under the documentation governing any Indebtedness or in respect
thereof.

                                       11

<PAGE>

               "Officer" means the Chief Executive Officer, the President, the
Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Secretary
or any Vice President of the Issuers, as applicable.

               "Officers' Certificate" means a certificate signed by two
Officers of each of the Issuers, at least one of whom shall be the principal
executive officer, principal financial officer or the principal accounting
officer of the Issuers, as applicable, and delivered to the Trustee.

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

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

               "Permitted Business" means the business conducted by the Issuers
and the Restricted Subsidiaries on the date of this Indenture and the businesses
reasonably related, incidental or ancillary thereto.

               "Permitted Investments" means:

               (1)  any Investments in the Issuers or in a Restricted
          Subsidiary;

               (2)  any Investments in Cash Equivalents;

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

                    (a)  such Person becomes a Restricted Subsidiary; or

                    (b)  such Person is merged, consolidated or amalgamated with
               or into, or transfers or conveys substantially all of its assets
               to, or is liquidated into, Media or a Restricted Subsidiary;

               (4)  any Investment made as a result of the receipt of non-cash
          consideration from an Asset Sale that was made pursuant to and in
          compliance with the provisions of Section 4.12 hereof;

               (5)  any acquisition of assets or Investment solely in exchange
          for the issuance of Equity Interests (other than Disqualified Stock)
          of Media or made with the proceeds of a substantially concurrent sale
          of such Equity Interests (other than Disqualified Stock) made for such
          purpose;

               (6)  any Investments received in compromise of obligations of
          such persons incurred in the ordinary course of trade creditors or
          customers that were incurred in the ordinary course of business,
          including pursuant to any plan of reorganization or similar
          arrangement upon the bankruptcy or insolvency of any trade creditor or
          customer;

               (7)  Hedging Obligations;

               (8)  other Investments in any Person having an aggregate fair
          market value (measured on the date each such Investment was made and
          without giving effect to subsequent changes in value), when taken
          together with all other Investments made pursuant to this clause (8)
          since the date of this Indenture that remains outstanding, not to
          exceed $5.0 million at any one time;

                                       12

<PAGE>

               (9)  loans and advances to officers, members of the Board of
          Directors and employees which would otherwise constitute Restricted
          Investments in an aggregate amount not to exceed $500,000 extended
          during any one fiscal year or $1.0 million outstanding at one time.

               (10) guarantees that constitute Permitted Debt;

               (11) Investments of any Person (other than Indebtedness of such
          Person) in existence at the time such Person becomes a Restricted
          Subsidiary of Media; provided such Investment was not made in
          connection with or in anticipation of such Person becoming a
          Restricted Subsidiary; and

               (12) advances, loans or extensions of credit to suppliers in the
          ordinary course of business by Media or any Restricted Subsidiary.

               "Permitted Junior Securities" means:

               (1)  Equity Interest in Media; or

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

               "Permitted Liens" means:

               (1)  Liens in favor of the Issuers or the Guarantors;

               (2)  Liens securing (i) Senior Debt under the Credit Agreement
          and (ii) other Senior Debt that was permitted by the terms of this
          Indenture to be incurred;

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

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

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

               (6)  Liens to secure Indebtedness (including Capital Lease
          Obligations) permitted by Section 4.09(b)(4) covering only the assets
          acquired with such Indebtedness;

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

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

                                       13

<PAGE>

               (9)  Liens incurred in the ordinary course of business of the
          Issuers or any Restricted Subsidiary of the Issuers with respect to
          obligations that do not exceed $1.0 million at any one time
          outstanding.

               "Permitted Refinancing Indebtedness" means any Indebtedness of
the Issuers or any Restricted Subsidiary issued in exchange for, or the Net
Proceeds of which are used to extend, refinance, renew, repay, replace, defease,
retire, prepay or refund other Indebtedness of the Issuers or any Restricted
Subsidiary (other than intercompany Indebtedness); provided, however, that:

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

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

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

               (4)  such Indebtedness is incurred either by the Issuer or by the
          Restricted Subsidiary that is the obligor on the Indebtedness being
          extended, refinanced, renewed, repaid, replaced, defeased, retired,
          prepaid or refunded.

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

               "Predecessor Note" of any particular Note means every previous
Note evidencing all or a portion of the same Indebtedness as that evidenced by
such particular Note; and any Note authenticated and delivered under Section
2.07 in lieu of a lost, destroyed or stolen Note shall be deemed to evidence the
same Indebtedness as the lost, destroyed or stolen Note.

               "Principals" means Spectrum Equity Investors and its Affiliates
and any Person acting in the capacity of an underwriter in connection with a
public or private offering of an Issuer's or CBD Holding's Equity Interests.

               "Private Placement Legend" means the legend set forth in Section
2.06(g)(i) hereof to be placed on all Notes issued under this Indenture except
as otherwise permitted by the provisions of this Indenture.

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

               "Registration Rights Agreement" means the Exchange and
Registration Rights Agreement, dated as of the date of the Indenture, among the
Issuers and the initial purchasers named therein, as such agreement may be
amended, modified or supplemented from time to time and, with respect to any
Additional Notes, one or more registration rights agreements between the Issuers
and the other parties thereto, as such agreement(s) may be amended, modified or
supplemented from time to time, relating to rights given by the Issuers to the
purchasers of Additional Notes to register such Additional Notes, or exchange
such Additional Notes for registered Notes, under the Securities Act.

                                       14

<PAGE>

               "Regular Record Date" for the interest payable on any Interest
Payment Date means the applicable date specified as a "Record Date" on the face
of the Note.

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

               "Regulation S Global Note" means a Regulation S Temporary Global
Note or Regulation S Permanent Global Note, as appropriate.

               "Regulation S Permanent Global Note" means a permanent Global
Note in the form of Exhibit A hereto bearing the Global Note Legend and the
Private Placement Legend and deposited with or on behalf of and registered in
the name of the Depositary or its nominee, issued in a denomination equal to the
outstanding principal amount of the Regulation S Temporary Global Note upon
expiration of the Distribution Compliance Period.

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

               "Related Party" means:

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

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

               "Responsible  Officer," when used with respect to the Trustee,
means any officer of the Trustee (or any successor group of the Trustee) located
at the Corporate Trust Office of the Trustee who has direct responsibility for
the administration of this Indenture and for purposes of Section 7.01(c)(2) and
the second sentence of Section 7.05 also means, with respect to a particular
corporate trust matter, any other officer to whom such matter is referred
because of his or her knowledge of and familiarity with the particular subject.

               "Restricted Definitive Note" means one or more Definitive Notes
bearing the Private Placement Legend.

               "Restricted Global Notes" means the 144A Global Note, the AI
Global Note and the Regulation S Global Note.

               "Restricted Investment" means an Investment other than a
Permitted Investment.

               "Restricted Subsidiary" means all of the Issuers' current and
future Subsidiaries, other than Unrestricted Subsidiaries.

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

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

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

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

               "Securities Act" means the U.S. Securities Act of 1933, as
amended, and the rules and regulations thereunder, including any successor
legislation and rules and regulations.

                                       15

<PAGE>

               "Senior Debt" means:

               (1)  all Indebtedness of the Issuers or any Guarantor outstanding
          under the Credit Agreement and all Hedging Obligations secured
          thereunder;

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

               (3)  all Obligations with respect to the items listed in the
          preceding clauses (1) and (2), including interest accruing on or after
          the filing of any petition in bankruptcy or for reorganization
          relating to the Issuers to the extent post-filing interest is allowed
          in such proceeding.

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

               (1)  any liability for federal, state, local or other taxes owed
          or owing by, the Issuers or any Restricted Subsidiary;

               (2)  any Indebtedness of the Issuers to any of their Subsidiaries
          or other Affiliates;

               (3)  any trade payables;

               (4)  any Indebtedness of the Issuers or any Restricted Subsidiary
          that is by its terms subordinate or pari passu in right of payment to
          the Notes;

               (5)  the portion of any Indebtedness that is incurred in
          violation of this Indenture; or

               (6)  any obligations with respect to any Capital Stock of the
          Issuers or any Restricted Subsidiary.

               "Shelf Registration Statement" has the meaning set forth in any
Registration Rights Agreement relating to registering Notes under the Securities
Act.

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

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

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

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

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

                                       16

<PAGE>

               "Subsidiary Guarantee" means the guarantee of the Notes pursuant
to this Indenture and in the form of the guarantee endorsed on the form of Note
attached to this Indenture and any additional guarantee of the Notes to be
executed by any Subsidiary of the Issuers pursuant to Section 4.18 of this
Indenture.

               "Tax Distribution" means any distribution by Media or its
Restricted Subsidiaries to its direct or indirect owners which (i) with respect
to quarterly estimated payments due in each calendar year shall be equal to
twenty-five percent (25%) of the Income Tax Liabilities for such calendar year
as estimated in writing by the chief financial officer of CBD Holdings, (ii)
with respect to tax payments to be made with income tax returns filed for an
entire taxable period or with respect to adjustments to such returns imposed by
the Internal Revenue Service or other taxing authority, shall be equal to the
Income Tax Liabilities for each taxable year or period minus the aggregate
amount distributed for such taxable year or period as provided in clause (i)
above and (iii) with respect to taxes not determined by reference to income,
represents that amount of any such taxes imposed on a direct or indirect owner
of Media as a result of such owner's ownership of the equity of Media.

               "TIA" means the U.S. Trust Indenture Act of 1939, as amended, and
the rules and regulations thereunder, including any successor legislation and
rules and regulations.

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

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

               "Unrestricted Global Notes" means one or more Global Notes that
do not and are not required to bear the Private Placement Legend and are
deposited with or on behalf of and registered in the name of the Depositary or
its nominee.

               "Unrestricted Subsidiary" means any Subsidiary of the Issuers (or
any successor to any of them) that is designated by the Board of Directors as an
Unrestricted Subsidiary pursuant to a Board Resolution, but only to the extent
that such Subsidiary:

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

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

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

               (4)  has not guaranteed or otherwise directly or indirectly
provided credit support for any Indebtedness of the Issuers or any Restricted
Subsidiary; and

               (5)  has at least one director on its Board of Directors that is
not a director or executive officer of the Issuers or any Restricted Subsidiary
and has at least one executive officer that is not a director or executive
officer of the Issuers or any Restricted Subsidiary.

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

                                       17

<PAGE>

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

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

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

Section 1.02   Other Definitions.
               -----------------

                                                                     Defined in
               Term                                                   Section
               -----------------------------------------------------------------
               "Acceleration Notice".............................    6.02
               "Affiliate Transaction"...........................    4.14
               "Asset Sale Offer"................................    4.12(c)
               "Authentication Order"............................    2.02(d)
               "Benefited Party".................................    10.01
               "Change of Control Offer".........................    4.17(a)
               "Change of Control Amount"........................    4.17(a)
               "Covenant Defeasance".............................    8.03
               "DTC".............................................    2.03(b)
               "Event of Default"................................    6.01
               "Excess Proceeds".................................    4.12(b)
               "Finance".........................................    Preamble
               "incur"...........................................    4.09
               "Issuers".........................................    Preamble
               "Legal Defeasance"................................    8.02
               "losses"..........................................    7.07
               "Media"...........................................    Preamble
               "Notes"...........................................    Preamble
               "Offer Amount"....................................    3.09(b)(ii)
               "Offer Period"....................................    3.09(c)
               "Offer to Purchase"...............................    3.09(a)
               "Paying Agent"....................................    2.03(a)
               "Payment Blockage Notice".........................    11.03(a)
               "Payment Default".................................    6.01
               "Permitted Debt"..................................    4.09(b)
               "Purchase Date"...................................    3.09(c)
               "Registrar".......................................    2.03(a)
               "Representative"..................................    11.03(a)
               "Restricted Payments".............................    4.10(a)
               "Security Register"...............................    2.03
               ----------------------------------------------------------------

Section 1.03   Incorporation by Reference of Trust Indenture Act.
               -------------------------------------------------

               (a)  Whenever this Indenture refers to a provision of the TIA,
the provision is incorporated by reference in and made a part of this Indenture.

               (b)  The following TIA term used in this Indenture has the
following meaning:

               "obligor" on the Notes means the Issuers and any successor
obligor upon the Notes.

                                       18

<PAGE>

               (c)  All other terms used in this Indenture that are defined by
the TIA, defined by TIA reference to another statute or defined by Commission
rule under the TIA and not otherwise defined herein have the meanings so
assigned to them either in the TIA, by another statute or Commission rule, as
applicable.

Section 1.04   Rules of Construction.
               ---------------------

               (a)  Unless the context otherwise requires:

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

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

                    (iii)  "or" is not exclusive;

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

                    (v)    all references in this instrument to "Articles,"
          "Sections" and other subdivisions are to the designated Articles,
          Sections and subdivisions of this instrument as originally executed;

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

                    (vii)  "including" means "including without limitation;"

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

                    (ix)   references to sections of or rules under the
          Securities Act, the Exchange Act or the TIA shall be deemed to include
          substitute, replacement or successor sections or rules adopted by the
          Commission from time to time thereunder.

                                   ARTICLE 2.

                                   THE NOTES

Section 2.01   Form and Dating.
               ---------------

               (a)  General. The Notes and the Trustee's certificate of
authentication shall be substantially in the form included in Exhibit A hereto,
which is hereby incorporated in and expressly made part of this Indenture. The
Notes may have notations, legends or endorsements required by law, exchange rule
or usage in addition to those set forth on Exhibit A. Each Note shall be dated
the date of its authentication. The Notes shall be in denominations of $1,000
and integral multiples thereof. The terms and provisions contained in the Notes
shall constitute a part of this Indenture, and the Issuers and the Trustee, by
their execution and delivery of this Indenture, expressly agree to such terms
and provisions and to be bound thereby. To the extent any provision of any Note
conflicts with the express provisions of this Indenture, the provisions of this
Indenture shall govern and be controlling.

               (b)  Form of Notes. Notes issued initially in global form shall
be substantially in the form of Exhibit A attached hereto (including the Global
Note Legend thereon and the "Schedule of Exchanges of Interests in the Global
Note" attached thereto). Notes issued in definitive form shall be substantially
in the form of Exhibit A attached hereto (but without the Global Note Legend
thereon and without the "Schedule of Exchanges of Interests in the Global Note"
attached thereto). Each Global Note shall represent such aggregate principal
amount of the outstanding Notes as shall be specified therein and each shall
provide that it shall represent the aggregate principal amount of outstanding
Notes from time to time endorsed thereon and that the aggregate principal amount
of outstanding Notes represented thereby may from time to time be reduced or
increased, as appropriate, to reflect exchanges and redemptions and transfers of
interests therein. Any endorsement of a Global Note to reflect the

                                       19

<PAGE>

amount of any increase or decrease in the aggregate principal amount of
outstanding Notes represented thereby shall be made by the Trustee or the
Custodian, at the direction of the Trustee, in accordance with instructions
given by the Holder thereof as required by Section 2.06 hereof.

               (c)  Book-Entry Provisions. This Section 2.01(c) shall apply to
all Global Notes. Participants and Indirect Participants shall have no rights
under this Indenture or any Global Note with respect to any Global Note held on
their behalf by the Depositary or by the Trustee as custodian for the
Depositary, and the Depositary shall be treated by the Issuers, the Trustee and
any agent of the Issuers or the Trustee as the absolute owner of such Global
Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein
shall prevent the Issuers, the Trustee or any agent of the Issuers or the
Trustee from giving effect to any written certification, proxy or other
authorization furnished by the Depositary or impair, as between the Depositary
and its Participants or Indirect Participants, the Applicable Procedures or the
operation of customary practices of the Depositary governing the exercise of the
rights of a Holder of a beneficial interest in any Global Note.

               (d)  Euroclear and Clearstream Procedures Applicable. The
provisions of the "Operating Procedures of the Euroclear System" and "Terms and
Conditions Governing Use of Euroclear" and the "General Terms and Conditions of
Clearstream" and "Customer Handbook" of Clearstream shall be applicable to
transfers of beneficial interests in Global Notes that are held by Participants
through Euroclear or Clearstream.

Section 2.02   Execution and Authentication.
               ----------------------------

               (a)  One Officer of each of the Issuers shall execute the Notes
on behalf of such Issuer by manual or facsimile signature.

               (b)  If an Officer whose signature is on a Note no longer holds
that office at the time a Note is authenticated by the Trustee, the Note shall
nevertheless be valid.

               (c)  A Note shall not be valid until authenticated by the manual
signature of the Trustee. The signature shall be conclusive evidence that the
Note has been authenticated under this Indenture. The form of Trustee's
certificate of authentication to be borne by the Note shall be substantially as
set forth in Exhibit A hereto.

               (d)  The Trustee shall, upon a written order of the Issuers
signed by an Officer requesting the authentication and delivery of Notes (an
"Authentication Order"), authenticate Notes for original issue and deliver them
in accordance with such Authentication Order.

               (e)  The Trustee may appoint an authenticating agent acceptable
to the Issuers to authenticate Notes. Unless otherwise provided in such
appointment, an authenticating agent may authenticate Notes whenever the Trustee
may do so. Each reference in this Indenture to authentication by the Trustee
includes authentication by such agent. An authenticating agent shall have the
same rights as an Agent with respect to Holders.

Section 2.03   Registrar and Paying Agent.
               --------------------------

               (a)  The Issuers shall maintain an office or agency where Notes
may be presented for registration of transfer or for exchange ("Registrar") and
an office or agency where Notes may be presented for payment ("Paying Agent").
The Issuers shall keep a register (the "Security Register") of the Notes and of
their transfer and exchange. The Issuers may appoint one or more co-registrars
and one or more additional paying agents; provided, however, that there shall be
only one Security Register. The term "Registrar" includes any co-registrar and
the term "Paying Agent" includes any additional paying agent. The Issuers may
enter into an appropriate agency agreement with any Agent not party to this
Indenture, which may incorporate the provisions of the TIA. Such agreement shall
implement the provisions of this Indenture that relate to such Agent. The
Issuers may change any Paying Agent or Registrar without notice to any Holder.
The Issuers shall notify the Trustee in writing of the name and address of any
Agent not a party to this Indenture. If the Issuers fail to appoint or maintain
another entity as Registrar or Paying Agent, the Trustee shall act as such and
shall be entitled to appropriate compensation in accordance with Section 7.07
hereof. The Issuers or any of their Subsidiaries may act as Paying Agent or
Registrar.

                                       20

<PAGE>

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

               (c)  The Issuers initially appoint the Trustee to act as
Registrar and Paying Agent, agent for service of notices and demands to or upon
the Issuers in respect of the Notes and this Indenture, as provided in Section
4.02, in connection with the Global Note and to act as Custodian with respect to
the Global Notes, and the Trustee hereby agrees so to initially act.

Section 2.04   Paying Agent to Hold Money in Trust.
               -----------------------------------

               The Issuers shall require each Paying Agent other than the
Trustee to agree in writing that the Paying Agent shall hold in trust for the
benefit of the Persons entitled thereto all money held by the Paying Agent for
the payment of principal, premium, if any, or interest on the Notes, and shall
notify the Trustee of any Default by the Issuers in making any such payment.
While any such Default continues, the Trustee may require a Paying Agent to pay
all funds held by it relating to the Notes to the Trustee. The Issuers at any
time may require a Paying Agent to pay all funds held by it relating to the
Notes to the Trustee. Upon payment over to the Trustee, the Paying Agent (if
other than the Issuers or a Subsidiary) shall have no further liability for such
funds. If the Issuers or a Subsidiary acts as Paying Agent, it shall segregate
and hold in a separate trust fund for the benefit of the Holders all funds held
by it as Paying Agent. Upon any Event of Default under Sections 6.01(ix) and (x)
hereof relating to the Issuers, the Trustee shall serve as Paying Agent for the
Notes.

Section 2.05   Holder Lists.
               ------------

               The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
all Holders and shall otherwise comply with TIA Section312(a). If the Trustee is
not the Registrar, the Issuers shall furnish or cause to be furnished to the
Trustee at least seven Business Days before each Interest Payment Date and at
such other times as the Trustee may request in writing, a list in such form and
as of such date or such shorter time as the Trustee may allow, as the Trustee
may reasonably require of the names and addresses of the Holders and the Issuers
shall otherwise comply with TIA Section312(a).

Section 2.06   Transfer and Exchange.
               ---------------------

               (a)  Transfer and Exchange of Global Notes. A Global Note may not
be transferred except as a whole by (1) the Depositary to a nominee of the
Depositary, (2) a nominee of the Depositary to the Depositary or to another
nominee of the Depositary, or (3) the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary. The Issuers
shall exchange Global Notes for Definitive Notes if: (1) the Issuers deliver to
the Trustee a notice from the Depositary that the Depositary is unwilling or
unable to continue to act as Depositary for the Global Notes or that it has
ceased to be a clearing agency registered under the Exchange Act and, in either
case, a successor Depositary is not appointed by the Issuers within 120 days
after the date of such notice from the Depositary; (2) the Issuers at their
option determine that the Global Notes shall be exchanged for Definitive Notes
and deliver a written notice to such effect to the Trustee; provided, however,
that in no event shall the Regulation S Temporary Global Note be exchanged by
the Issuers for Definitive Notes prior to (x) the expiration of the Distribution
Compliance Period and (y) the receipt by the Registrar of any certificates
required pursuant to Rule 903(c)(3)(ii)(B) under the Securities Act; or (3) a
Default or Event of Default shall have occurred and be continuing. Upon the
occurrence of any of the preceding events in clauses (1), (2) or (3) above,
Definitive Notes shall be issued in denominations of $1,000 or integral
multiples thereof and in such names as the Depositary shall instruct the Trustee
in writing. Global Notes also may be exchanged or replaced, in whole or in part,
as provided in Sections 2.07 and 2.10 hereof. Except as provided above, every
Note authenticated and delivered in exchange for, or in lieu of, a Global Note
or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10
hereof, shall be authenticated and delivered in the form of, and shall be, a
Global Note. A Global Note may not be exchanged for another Note other than as
provided in this Section 2.06(a), and beneficial interests in a Global Note may
not be transferred and exchanged other than as provided in Section 2.06(b), (c)
or (f) hereof.

               (b)  Transfer and Exchange of Beneficial Interests in the Global
Notes. The transfer and exchange of beneficial interests in the Global Notes
shall be effected through the Depositary in accordance with the provisions of
this Indenture and the Applicable Procedures. Beneficial interests in Restricted
Global Notes shall be

                                       21

<PAGE>

subject to restrictions on transfer comparable to those set forth herein to the
extent required by the Securities Act. Transfers of beneficial interests in
Global Notes also shall require compliance with either clause (i) or (ii) below,
as applicable, as well as one or more of the other following clauses, as
applicable:

                    (i)    Transfer of Beneficial Interests in the Same Global
          Note. Beneficial interests in any Restricted Global Note may be
          transferred to Persons who take delivery thereof in the form of a
          beneficial interest in the same Restricted Global Note in accordance
          with the transfer restrictions set forth in the Private Placement
          Legend and any Applicable Procedures; provided, however, that prior to
          the expiration of the Distribution Compliance Period, transfers of
          beneficial interests in the Temporary Regulation S Global Note may not
          be made to or for the account or benefit of a "U.S. Person" (as
          defined in Rule 902(k) of Regulation S) (other than a "distributor"
          (as defined in Rule 902(d) of Regulation S)). Beneficial interests in
          any Unrestricted Global Note may be transferred to Persons who take
          delivery thereof in the form of a beneficial interest in an
          Unrestricted Global Note. No written orders or instructions shall be
          required to be delivered to the Registrar to effect the transfers
          described in this Section 2.06(b)(i).

                    (ii)   All Other Transfers and Exchanges of Beneficial
          Interests in Global Notes. In connection with all transfers and
          exchanges of beneficial interests that are not subject to Section
          2.06(b)(i) above, the transferor of such beneficial interest must
          deliver to the Registrar either (A)(1) a written order from a
          Participant or an Indirect Participant given to the Depositary in
          accordance with the Applicable Procedures directing the Depositary to
          credit or cause to be credited a beneficial interest in another Global
          Note in an amount equal to the beneficial interest to be transferred
          or exchanged and (2) instructions given in accordance with the
          Applicable Procedures containing information regarding the Participant
          account to be credited with such increase or (B) if permitted under
          Section 2.06(a) hereof, (1) a written order from a Participant or an
          Indirect Participant given to the Depositary in accordance with the
          Applicable Procedures directing the Depositary to cause to be issued a
          Definitive Note in an amount equal to the beneficial interest to be
          transferred or exchanged and (2) instructions given by the Depositary
          to the Registrar containing information regarding the Person in whose
          name such Definitive Note shall be registered to effect the transfer
          or exchange referred to in (B)(1) above, provided that in no event
          shall Definitive Notes be issued upon the transfer or exchange of
          beneficial interests in the Regulation S Temporary Global Note prior
          to (x) the expiration of the Distribution Compliance Period; (y) the
          receipt by the Registrar of any certificates required pursuant to Rule
          903 under the Securities Act and (z) the receipt by the Trustee of
          written certification that such transfer is in accordance with the
          restrictions set forth on the legend. Upon consummation of an Exchange
          Offer by the Issuers in accordance with Section 2.06(f) hereof, the
          requirements of this Section 2.06(b)(ii) shall be deemed to have been
          satisfied upon receipt by the Registrar of the instructions contained
          in the Letter of Transmittal delivered by the Holder of the Restricted
          Global Notes, which, in the case of Global Notes, may be accomplished
          by the Depository through the Applicable Procedures. Upon satisfaction
          of all of the requirements for transfer or exchange of beneficial
          interests in Global Notes contained in this Indenture and the Notes or
          otherwise applicable under the Securities Act, the Trustee shall
          adjust or cause to be adjusted the principal amount of the relevant
          Global Note(s) pursuant to Section 2.06(h) hereof.

                    (iii)  Transfer of Beneficial Interests in a Restricted
          Global Note to Another Restricted Global Note. A beneficial interest
          in any Restricted Global Note may be transferred to a Person who takes
          delivery thereof in the form of a beneficial interest in another
          Restricted Global Note if the transfer complies with the requirements
          of Section 2.06(b)(ii) above and the Registrar receives the following:

                           (A)  if the transferee shall take delivery in the
               form of a beneficial interest in a 144A Global Note, then the
               transferor must deliver a certificate in the form of Exhibit B
               hereto, including the certifications in item (1) thereof or, if
               permitted by Applicable Procedures, item (3) thereof; and

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

                                       22

<PAGE>

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

                    (iv)   Transfer and Exchange of Beneficial Interests in a
          Restricted Global Note for Beneficial Interests in an Unrestricted
          Global Note. A beneficial interest in any Restricted Global Note may
          be exchanged by any Holder thereof for a beneficial interest in an
          Unrestricted Global Note or transferred to a Person who takes delivery
          thereof in the form of a beneficial interest in an Unrestricted Global
          Note only if the exchange or transfer complies with the requirements
          of Section 2.06(b)(ii) above and:

                           (A)  such exchange or transfer is effected pursuant
               to an Exchange Offer in accordance with a Registration Rights
               Agreement and the Holder of the beneficial interest to be
               transferred, in the case of an exchange, or the transferee, in
               the case of a transfer, makes any and all certifications in the
               applicable Letter of Transmittal (or is deemed to have made such
               certifications if delivery is made through the Applicable
               Procedures) as may be required by such Registration Rights
               Agreement;

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

                           (C)  such transfer is effected by a broker-dealer
               pursuant to an Exchange Offer Registration Statement in
               accordance with a Registration Rights Agreement; or

                           (D)  the Registrar receives the following:

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

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

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

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

                    (v)   Transfer or Exchange of Beneficial Interests in
          Unrestricted Global Notes for Beneficial Interests in Restricted
          Global Notes Prohibited. Beneficial interests in an Unrestricted
          Global Note may not be exchanged for, or transferred to Persons who
          take delivery thereof in the form of, beneficial interests in a
          Restricted Global Note.

                                       23

<PAGE>

          (c)  Transfer or Exchange of Beneficial Interests for Definitive
Notes.

               (i)  Beneficial Interests in Restricted Global Notes to
     Restricted Definitive Notes. Subject to Section 2.06(a) hereof, if any
     Holder of a beneficial interest in a Restricted Global Note proposes to
     exchange such beneficial interest for a Restricted Definitive Note or to
     transfer such beneficial interest to a Person who takes delivery thereof in
     the form of a Restricted Definitive Note, then, upon receipt by the
     Registrar of the following documentation:

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

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

                    (C)  if such beneficial interest is being transferred to a
          "non-U.S. Person" (as defined in Rule 902(k) of Regulation S) in an
          offshore transaction in accordance with Rule 903 or Rule 904, a
          certificate to the effect set forth in Exhibit B hereto, including the
          certifications in item (2) thereof;

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

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

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

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

     the Trustee shall reduce or cause to be reduced in a corresponding amount
     pursuant to Section 2.06(h) hereof the aggregate principal amount of the
     applicable Restricted Global Note, and the Issuers shall execute and, upon
     receipt of an Authentication Order, the Trustee shall authenticate and
     deliver a Restricted Definitive Note in the appropriate principal amount to
     the Person designated by the Holder of such beneficial interest in
     instructions delivered to the Registrar by the Depositary and the
     applicable Participant or Indirect Participant on behalf of such Holder.
     Any Restricted Definitive Note issued in exchange for a beneficial interest
     in a Restricted Global Note pursuant to this Section 2.06(c)(i) shall be
     registered in such name or names and in such authorized denomination or
     denominations as the Holder of such beneficial interest shall designate in
     such instructions. The Trustee shall deliver such Restricted Definitive
     Notes to the Persons in whose names such Notes are so registered. Any
     Restricted Definitive Note issued in exchange for a beneficial interest in
     a Restricted Global Note pursuant to this Section 2.06(c)(i) shall bear the
     Private Placement Legend and shall be subject to all restrictions on
     transfer contained therein.

               (ii) Beneficial Interests in Regulation S Temporary Global Note
     to Restricted Definitive Notes. Notwithstanding Sections 2.06(c)(i)(A) and
     (C) hereof, a beneficial interest in the

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<PAGE>

     Regulation S Temporary Global Note may not be exchanged for a Restricted
     Definitive Note or transferred to a Person who takes delivery thereof in
     the form of a Restricted Definitive Note prior to (x) the expiration of the
     Distribution Compliance Period and (y) the receipt by the Registrar of any
     certificates required pursuant to Rule 903(b)(3)(ii)(B) under the
     Securities Act, except in the case of a transfer pursuant to an exemption
     from the registration requirements of the Securities Act other than Rule
     903 or Rule 904.

               (iii) Beneficial Interests in Restricted Global Notes to
     Unrestricted Definitive Notes. Subject to Section 2.06(a) hereof, a Holder
     of a beneficial interest in a Restricted Global Note may exchange such
     beneficial interest for an Unrestricted Definitive Note or may transfer
     such beneficial interest to a Person who takes delivery thereof in the form
     of an Unrestricted Definitive Note only if:

                    (A)  such exchange or transfer is effected pursuant to an
          Exchange Offer in accordance with a Registration Rights Agreement and
          the Holder of such beneficial interest, in the case of an exchange, or
          the transferee, in the case of a transfer, makes any and all
          certifications in the applicable Letter of Transmittal (or is deemed
          to have made such certifications if delivery is made through the
          Applicable Procedures) as may be required by such Registration Rights
          Agreement;

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

                    (C)  such transfer is effected by a broker-dealer pursuant
          to an Exchange Offer Registration Statement in accordance with a
          Registration Rights Agreement; or

                    (D)  the Registrar receives the following:

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

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

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

          Upon satisfaction of the conditions of any of the clauses of this
     Section 2.06(c)(iii) the Issuers shall execute, and, upon receipt of an
     Authentication Order in accordance with Section 2.02 hereof, the Trustee
     shall authenticate and deliver an Unrestricted Definitive Note in the
     appropriate principal amount to the Person designated by the Holder of such
     beneficial interest in instructions delivered to the Registrar by the
     Depositary and the applicable Participant or Indirect Participant on behalf
     of such Holder, and the Trustee shall reduce or cause to be reduced in a
     corresponding amount pursuant to Section 2.06(h) hereof the aggregate
     principal amount of the applicable Restricted Global Note.

               (iv)  Beneficial Interests in Unrestricted Global Notes to
     Unrestricted Definitive Notes. Subject to Section 2.06(a) hereof, if any
     Holder of a beneficial interest in an Unrestricted Global Note proposes to
     exchange such beneficial interest for an Unrestricted Definitive Note or to
     transfer such beneficial interest to a Person who takes delivery thereof in
     the form of an Unrestricted Definitive Note, then, upon satisfaction of the
     applicable conditions set forth in Section 2.06(b)(ii) hereof, the Trustee
     shall

                                       25

<PAGE>

     reduce or cause to be reduced in a corresponding amount pursuant to Section
     2.06(h) hereof the aggregate principal amount of the applicable
     Unrestricted Global Note, and the Issuers shall execute and, upon receipt
     of an Authentication Order, the Trustee shall authenticate and deliver an
     Unrestricted Definitive Note in the appropriate principal amount to the
     Person designated by the Holder of such beneficial interest in instructions
     delivered to the Registrar by the Depositary and the applicable Participant
     or Indirect Participant on behalf of such Holder. Any Unrestricted
     Definitive Note issued in exchange for a beneficial interest pursuant to
     this Section 2.06(c)(iv) shall be registered in such name or names and in
     such authorized denomination or denominations as the Holder of such
     beneficial interest shall designate in such instructions. The Trustee shall
     deliver such Unrestricted Definitive Notes to the Persons in whose names
     such Notes are so registered. Any Unrestricted Definitive Note issued in
     exchange for a beneficial interest pursuant to this Section 2.06(c)(iv)
     shall not bear the Private Placement Legend.

               (d)  Transfer and Exchange of Definitive Notes for Beneficial
Interests.

                    (i)   Restricted Definitive Notes to Beneficial Interests in
     Restricted Global Notes. If any Holder of a Restricted Definitive Note
     proposes to exchange such Note for a beneficial interest in a Restricted
     Global Note or to transfer such Restricted Definitive Notes to a Person who
     takes delivery thereof in the form of a beneficial interest in a Restricted
     Global Note, then, upon receipt by the Registrar of the following
     documentation:

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

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

                         (C)  if such Restricted Definitive Note is being
          transferred to a "non-U.S. Person" (as defined in Rule 902(k) of
          Regulation S) in an offshore transaction in accordance with Rule 903
          or Rule 904, a certificate to the effect set forth in Exhibit B
          hereto, including the certifications in item (2) thereof;

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

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

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

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

     the Trustee shall cancel the Restricted Definitive Note, increase or cause
     to be increased in a corresponding amount pursuant to Section 2.06(h)
     hereof the aggregate principal amount of, in the case of clause (A)

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<PAGE>

     above, the appropriate Restricted Global Note, in the case of clause (B)
     above, a 144A Global Note, in the case of clause (C) above, a Regulation S
     Global Note, and in all other cases, the AI Global Note

                    (ii)  Restricted Definitive Notes to Beneficial Interests in
     Unrestricted Global Notes. A Holder of a Restricted Definitive Note may
     exchange such Note for a beneficial interest in an Unrestricted Global Note
     or transfer such Restricted Definitive Note to a Person who takes delivery
     thereof in the form of a beneficial interest in an Unrestricted Global Note
     only if:

                         (A)  such exchange or transfer is effected pursuant to
          an Exchange Offer in accordance with a Registration Rights Agreement
          and the Holder of such beneficial interest, in the case of an
          exchange, or the transferee, in the case of a transfer, makes such
          certifications in the applicable Letter of Transmittal (or is deemed
          to have made such certifications if delivery is made through the
          Applicable Procedures) as may be required by such Registration Rights
          Agreement;

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

                         (C)  such transfer is effected by a broker-dealer
          pursuant to an Exchange Offer Registration Statement in accordance
          with a Registration Rights Agreement; or

                         (D)  the Registrar receives the following:

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

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

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

          Upon satisfaction of the conditions of any of the clauses in this
          Section 2.06(d)(ii), the Trustee shall cancel such Restricted
          Definitive Note and increase or cause to be increased in a
          corresponding amount pursuant to Section 2.06(h) hereof the aggregate
          principal amount of the Unrestricted Global Note.

                    (iii)  Unrestricted Definitive Notes to Beneficial Interests
     in Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note
     may exchange such Note for a beneficial interest in an Unrestricted Global
     Note or transfer such Unrestricted Definitive Note to a Person who takes
     delivery thereof in the form of a beneficial interest in an Unrestricted
     Global Note at any time. Upon receipt of a request for such an exchange or
     transfer, the Trustee shall cancel the applicable Unrestricted Definitive
     Note and increase or cause to be increased in a corresponding amount
     pursuant to Section 2.06(h) hereof the aggregate principal amount of one of
     the Unrestricted Global Notes.

                    (iv)   Transfer or Exchange of Unrestricted Definitive Notes
     to Beneficial Interests in Restricted Global Notes Prohibited. An
     Unrestricted Definitive Note may not be exchanged for, or transferred to
     Persons who take delivery thereof in the form of, beneficial interests in a
     Restricted Global Note.

                                       27

<PAGE>

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

          (e)  Transfer and Exchange of Definitive Notes for Definitive Notes.
Upon request by a Holder of Definitive Notes and such Holder's compliance with
the provisions of this Section 2.06(e), the Registrar shall register the
transfer or exchange of Definitive Notes. Prior to such registration of transfer
or exchange, the requesting Holder shall present or surrender to the Registrar
the Definitive Notes duly endorsed or accompanied by a written instruction of
transfer in form satisfactory to the Registrar duly executed by such Holder. In
addition, the requesting Holder shall provide any additional certifications,
documents and information, as applicable, required pursuant to the following
provisions of this Section 2.06(e).

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

                    (A)  if the transfer shall be made pursuant to Rule 144A, a
          certificate in the form of Exhibit B hereto, including the
          certifications in item (1) thereof;

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

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

               (ii) Restricted Definitive Notes to Unrestricted Definitive
     Notes. Any Restricted Definitive Note may be exchanged by the Holder
     thereof for an Unrestricted Definitive Note or transferred to a Person or
     Persons who take delivery thereof in the form of an Unrestricted Definitive
     Note only if:

                    (A)  such exchange or transfer is effected pursuant to an
          Exchange Offer in accordance with a Registration Rights Agreement and
          the Holder of such beneficial interest, in the case of an exchange, or
          the transferee, in the case of a transfer, makes such certifications
          in the applicable Letter of Transmittal (or is deemed to have made
          such certifications if delivery is made through the Applicable
          Procedures) as may be required by such Registration Rights Agreement;

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

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

                    (D)  the Registrar receives the following:

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

                         (2)  if the Holder of such Restricted Definitive Notes
               proposes to transfer such Notes to a Person who shall take
               delivery thereof in the form of an

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<PAGE>

               Unrestricted Definitive Note, a certificate from such Holder in
               the form of Exhibit B hereto, including the certifications in
               item (4) thereof;

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

          Upon satisfaction of the conditions of any of the clauses of Section
          2.06(e)(ii) the Trustee shall cancel the prior Restricted Definitive
          Note and the Issuers shall execute, and, upon receipt of an
          Authentication Order in accordance with Section 2.02 hereof, the
          Trustee shall authenticate and deliver an Unrestricted Definitive Note
          in the appropriate principal amount to the Person designated by the
          Holder of such prior Restricted Definitive Note in instructions
          delivered to the Registrar by such Holder.

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

          (f)  Exchange Offer. Upon the occurrence of an Exchange Offer in
accordance with a Registration Rights Agreement, the Issuers shall issue and,
upon receipt of an Authentication Order in accordance with Section 2.02 hereof,
the Trustee shall authenticate (i) one or more Unrestricted Global Notes in an
aggregate principal amount equal to the principal amount of the beneficial
interests in the applicable Restricted Global Notes (A) tendered for acceptance
by Persons that make any and all certifications in the applicable Letters of
Transmittal (or are deemed to have made such certifications if delivery is made
through the Applicable Procedures) as may be required by such Registration
Rights Agreement, and (B) accepted for exchange in the Exchange Offer and (ii)
Unrestricted Definitive Notes in an aggregate principal amount equal to the
principal amount of the Restricted Definitive Notes tendered for acceptance by
Persons who made the foregoing certification and accepted for exchange in the
Exchange Offer. Concurrently with the issuance of such Notes, the Trustee shall
reduce or cause to be reduced in a corresponding amount the aggregate principal
amount of the applicable Restricted Global Notes, and the Issuers shall execute
and the Trustee shall authenticate and deliver (1) to or on behalf of the
Depository, such Unrestricted Global Note or Notes in the appropriate principal
amount and (2) to the Persons designated by the Holders of Restricted Definitive
Notes so accepted, Unrestricted Definitive Notes in the appropriate principal
amount.

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

               (i)   Private Placement Legend.

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

          THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A)(1) TO A PERSON WHOM
THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR
FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE
903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER (IF

                                       29

<PAGE>

AVAILABLE), (4) TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION EXEMPT
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, (5) IN ACCORDANCE WITH
ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
(BASED ON AN OPINION OF COUNSEL IF THE ISSUERS SO REQUEST) OR (6) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B) IN ACCORDANCE
WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES.

                    (B)  Notwithstanding the foregoing, any Global Note or
          Definitive Note issued pursuant to clauses (b)(iv), (c)(iii), (c)(iv),
          (d)(ii), (d)(iii), (e)(ii), (e)(iii) or (f) of this Section 2.06 (and
          all Notes issued in exchange therefor or substitution thereof) shall
          not bear the Private Placement Legend.

               (ii)  Global Note Legend. Each Global Note shall bear a legend in
     substantially the following form:

               "THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE
INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE
BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY
CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY
BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY
BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE
INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION
PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE
TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE
ISSUERS.

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

               (iii) Regulations S Temporary Global Note Legend. The Regulation
     S Temporary Global Note shall bear a legend in substantially the following
     form:

               "THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE,
AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES,
ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR
THE BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE
ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON."

               (h)  Cancellation and/or Adjustment of Global Notes. At such time
as all beneficial interests in a particular Global Note have been exchanged for
Definitive Notes or a particular Global Note has been redeemed, repurchased or
cancelled in whole and not in part, each such Global Note shall be returned to
or retained and cancelled by the Trustee in accordance with Section 2.11 hereof.
At any time prior to such cancellation, if any beneficial interest in a Global
Note is exchanged for or transferred to a Person who shall take delivery thereof
in the form of a beneficial interest in another Global Note or for Definitive
Notes, the principal amount of Notes represented by such Global Note shall be
reduced accordingly and an endorsement shall be made on such Global

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<PAGE>

Note by the Trustee or by the Custodian or by the Depositary at the direction of
the Trustee to reflect such reduction; and if the beneficial interest is being
exchanged for or transferred to a Person who shall take delivery thereof in the
form of a beneficial interest in another Global Note, such other Global Note
shall be increased accordingly and an endorsement shall be made on such Global
Note by the Trustee or by the Custodian or by the Depositary at the direction of
the Trustee to reflect such increase.

          (i)  General Provisions Relating to Transfers and Exchanges.

               (i)    No service charge shall be made to a Holder of a
     beneficial interest in a Global Note or to a Holder of a Definitive Note
     for any registration of transfer or exchange, but the Issuers or the
     Trustee may require payment of a sum sufficient to cover any transfer tax
     or similar governmental charge payable in connection therewith (other than
     any such transfer taxes or similar governmental charge payable upon
     exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.12, 4.17 and
     9.05 hereof).

               (ii)   All Global Notes and Definitive Notes issued upon any
     registration of transfer or exchange of Global Notes or Definitive Notes
     shall be the valid obligations of the Issuers, evidencing the same
     Indebtedness, as the Global Notes or Definitive Notes surrendered upon such
     registration of transfer or exchange and shall be entitled to all of the
     benefits of this Indenture equally and proportionately with all other Notes
     duly issued hereunder.

               (iii)  Neither the Registrar nor the Issuers shall be required
     (A) to issue, to register the transfer of or to exchange any Notes during a
     period beginning at the opening of business 15 days before the day of any
     selection of Notes for redemption under Section 3.02 hereof and ending at
     the close of business on the date of selection or (B) to register the
     transfer of or to exchange any Note so selected for redemption in whole or
     in part, except the unredeemed portion of any Note being redeemed in part.

               (iv)   Prior to due presentment for the registration of a
     transfer of any Note, the Trustee, any Agent and the Issuers may deem and
     treat the Person in whose name any Note is registered as the absolute owner
     of such Note for the purpose of receiving payment of principal of and
     interest on such Note and for all other purposes, in each case regardless
     of any notice to the contrary.

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

               (vi)   The Trustee is hereby authorized and directed to enter
     into a letter of representations with the Depositary in the form provided
     by the Issuers and to act in accordance with such letter.

               (vii)  Subject to the applicable provisions of this Section 2.06,
     to permit registrations of transfers and exchanges, the Issuers shall
     execute, and the Trustee shall authenticate, Global Notes and Definitive
     Notes upon the Issuers' order or at the Registrar's request.

               (viii) The Trustee shall authenticate Global Notes and Definitive
     Notes for original issue in accordance with the provisions of Section 2.02
     hereof.

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

                                       31

<PAGE>

Section 2.07   Replacement Notes.
               -----------------

               If any mutilated Note is surrendered to the Trustee or the
Issuers and the Trustee receives evidence to its satisfaction of the
destruction, loss or theft of any Note, the Issuers shall issue and the Trustee,
upon receipt of an Authentication Order, shall authenticate a replacement Note.
If required by the Trustee or the Issuers, the Holder of such Note shall provide
security or indemnity sufficient, in the judgment of the Trustee or the Issuers,
as applicable, to protect the Issuers, the Trustee, any Agent and any
authenticating agent from any loss that any of them may suffer in connection
with such replacement. If required by the Issuers, such Holder shall reimburse
the Issuers for its reasonable expenses in connection with such replacement.

               Every replacement Note issued in accordance with this Section
2.07 shall be the valid obligation of the Issuers evidencing the same
Indebtedness as the destroyed, lost or stolen Note and shall be entitled to all
of the benefits of this Indenture equally and proportionately with all other
Notes duly issued hereunder.

Section 2.08   Outstanding Notes.
               -----------------

               (a)  The Notes outstanding at any time shall be the entire
principal amount of Notes represented by all the Global Notes and Definitive
Notes authenticated by the Trustee except for those cancelled by it, those
delivered to it for cancellation, those subject to reductions in beneficial
interests effected by the Trustee in accordance with Section 2.06 hereof, and
those described in this Section 2.08 as not outstanding. Except as set forth in
Section 2.09 hereof, a Note shall not cease to be outstanding because the
Issuers or an Affiliate of the Issuers holds the Note; provided, however, that
Notes held by the Issuers or a Subsidiary of the Issuers shall be deemed not to
be outstanding for purposes of Section 3.07(a) hereof.

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

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

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

Section 2.09   Treasury Notes.
               --------------

               In determining whether the Holders of the required principal
amount of Notes have concurred in any notice, direction, waiver or consent,
Notes owned by the Issuers, any Guarantor or by any other obligor upon the Notes
or by any Affiliate of the Issuers, any Guarantor or any such obligor, shall be
considered as though not outstanding, except that for the purposes of
determining whether the Trustee shall be protected in relying on any such
notice, direction, waiver or consent, only Notes that a Responsible Officer of
the Trustee actually knows are so owned shall be so disregarded.

Section 2.10   Temporary Notes.
               ---------------

               Until certificates representing Notes are ready for delivery, the
Issuers may prepare and the Trustee, upon receipt of an Authentication Order in
accordance with Section 2.02 hereof, shall authenticate temporary Notes.
Temporary Notes shall be substantially in the form of Definitive Notes but may
have variations that the Issuers consider appropriate for temporary Notes and as
shall be reasonably acceptable to the Trustee. Without unreasonable delay, the
Issuers shall prepare and the Trustee shall authenticate Global Notes or
Definitive Notes in exchange for temporary Notes, as applicable.

               Holders of temporary Notes shall be entitled to all of the
benefits of this Indenture equally and proportionately with all other Notes duly
issued hereunder.

                                       32

<PAGE>

Section 2.11   Cancellation.
               ------------

               The Issuers at any time may deliver Notes to the Trustee for
cancellation. The Registrar and Paying Agent shall forward to the Trustee any
Notes surrendered to them for registration of transfer, exchange or payment.
Upon sole direction of the Issuers, the Trustee and no one else shall cancel all
Notes surrendered for registration of transfer, exchange, payment, replacement
or cancellation and shall dispose of cancelled Notes (subject to the record
retention requirements of the Exchange Act or other applicable laws) in
accordance with its then customary procedures unless the Issuers directs them to
be returned to them. Certification of the disposition of all cancelled Notes
shall be delivered to the Issuers upon written request unless by a written
order, signed by an Officer of the Issuers, the Issuers shall direct that
cancelled Notes be returned to them. The Issuers may not issue new Notes to
replace Notes that it has paid or that have been delivered to the Trustee for
cancellation.

Section 2.12   Defaulted Interest.
               ------------------

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

Section 2.13   CUSIP or ISIN Numbers.
               ---------------------

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

Section 2.14   Additional Interest.
               -------------------

               If Additional Interest is payable by the Issuers pursuant to a
Registration Rights Agreement and paragraph 1 of the Notes, the Issuers shall
deliver to the Trustee a certificate to that effect stating (i) the amount of
such Additional Interest that is payable and (ii) the date on which such
interest is payable pursuant to Section 4.01 hereof. Unless and until a
Responsible Officer of the Trustee receives such a certificate or instruction or
direction from the Holders in accordance with the terms of this Indenture, the
Trustee may assume without inquiry that no Additional Interest is payable. The
foregoing shall not prejudice the rights of the Holders with respect to their
entitlement to Additional Interest as otherwise set forth in this Indenture or
the Notes and pursuing any action against the Issuers directly or otherwise
directing the Trustee to take any such action in accordance with the terms of
this Indenture and the Notes. If the Issuers have paid Additional Interest
directly to the Persons entitled to it, the Issuers shall each deliver to the
Trustee an Officers' Certificate setting forth the details of such payment.

Section 2.15   Issuance of Additional Notes.
               ----------------------------

               The Issuers shall be entitled, subject to their compliance with
Section 4.09 hereof, to issue Additional Notes under this Indenture which shall
have identical terms as the Initial Notes issued on the date hereof, other than
with respect to the date of issuance, issue price and rights under a related
Registration Rights Agreement,

                                       33

<PAGE>

if any. The Initial Notes issued on the date hereof, any Additional Notes and
all Exchange Notes issued in exchange therefor shall be treated as a single
class for all purposes under this Indenture, including without limitation,
waivers, amendments, redemptions and Offers to Purchase.

               With respect to any Additional Notes, the Issuers shall set forth
in a Board Resolution and an Officers' Certificate, a copy of each of which
shall be delivered to the Trustee, the following information:

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

               (b)  the issue price, the issue date and the CUSIP and/or ISIN
number of such Additional Notes; provided, however, that no Additional Notes may
be issued at a price that would cause such Additional Notes to have "original
issue discount" within the meaning of Section 1273 of the Code and such
Officers' Certificate shall state in effect that such Additional Notes are not
being issued at such a price; and

               (c)  whether such Additional Notes shall be subject to the
restrictions on transfer set forth in Section 2.06 hereof relating to Restricted
Global Notes and Restricted Definitive Notes.

Section 2.16   Record Date.
               -----------

               The record date for purposes of determining the identity of
Holders of Notes entitled to vote or consent to any action by vote or consent
authorized or permitted under this Indenture shall be determined as provided for
in TIA Section 316(c).

                                   ARTICLE 3.

                            REDEMPTION AND PREPAYMENT

Section 3.01   Notices to Trustee.
               ------------------

               If the Issuers elect to redeem Notes pursuant to the optional
redemption provisions of Section 3.07 hereof, they shall each furnish to the
Trustee, at least 45 days but not more than 90 days before a redemption date (or
such shorter period as allowed by the Trustee), an Officers' Certificate setting
forth (i) the applicable section of this Indenture pursuant to which the
redemption shall occur, (ii) the redemption date, (iii) the principal amount of
Notes to be redeemed and (iv) the redemption price.

Section 3.02   Selection of Notes to Be Redeemed or Purchased.
               ----------------------------------------------

               If less than all of the Notes are to be redeemed or purchased at
any time, the Trustee shall select the Notes to be redeemed or purchased among
the Holders of the Notes in compliance with the requirements of the principal
national securities exchange, if any, on which the Notes are listed or, if the
Notes are not so listed, on a pro rata basis, by lot or in accordance with any
other method the Trustee deems fair and appropriate (and in compliance with
applicable legal requirements). However, no Notes of a principal amount of
$1,000 or less shall be redeemed in part. In the event of partial redemption by
lot, the particular Notes to be redeemed shall be selected, unless otherwise
provided herein, not less than 30 nor more than 60 days prior to the redemption
date by the Trustee from the outstanding Notes not previously called for
redemption.

               The Trustee shall promptly notify the Issuers in writing of the
Notes selected for redemption and, in the case of any Note selected for partial
redemption, the principal amount thereof to be redeemed. Notes and portions of
Notes selected shall be in amounts of $1,000 or integral multiples of $1,000,
except that if all of the Notes of a Holder are to be redeemed, the entire
outstanding amount of Notes held by such Holder, even if not an integral
multiple of $1,000, shall be redeemed. Except as provided in the preceding
sentence, provisions of this Indenture that apply to Notes called for redemption
also apply to portions of Notes called for redemption.

                                       34

<PAGE>

Section 3.03   Notice of Redemption.
               --------------------

               At least 30 days but not more than 60 days prior to a redemption
date, the Issuers shall mail or cause to be mailed, by first class mail, a
notice of redemption to each Holder whose Notes are to be redeemed at such
Holder's address appearing in the Security Register, except that redemption
notices may be mailed more than 60 days prior to a redemption date if the notice
is issued in connection with a defeasance of the Notes pursuant to Article 8
hereof or a Satisfaction and Discharge of the Indenture pursuant to Article 12
hereof.

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

               (a)  the redemption date;

               (b)  the redemption price and accrued interest, if any;

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

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

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

               (f)  that, unless the Issuers default in making such redemption
payment, interest on Notes (or portions thereof) called for redemption ceases to
accrue on and after the redemption date;

               (g)  the applicable section of this Indenture pursuant to which
the Notes called for redemption are being redeemed; and

               (h)  that no representation is made as to the correctness of the
CUSIP and/or ISIN numbers, if any, listed in such notice or printed on the
Notes.

               At the Issuers' request, the Trustee shall give the notice of
redemption in the Issuers' name and at its expense; provided, however, that the
Issuers shall each have delivered to the Trustee, at least 45 days (or such
shorter period allowed by the Trustee) prior to the redemption date, an
Officers' Certificate requesting that the Trustee give such notice (in the name
and at the expense of the Issuers) and setting forth the information to be
stated in such notice as provided in this Section 3.03.

Section 3.04   Effect of Notice of Redemption.
               ------------------------------

               Once notice of redemption is mailed in accordance with Section
3.03 hereof, Notes called for redemption shall become irrevocably due and
payable on the redemption date at the redemption price. Except as provided in
Section 4.17, a notice of redemption may not be conditional. On and after the
redemption date, interest ceases to accrue on Notes or portions of them called
for redemption.

Section 3.05   Deposit of Redemption Price.
               ---------------------------

               On or prior to 10:00 a.m. Eastern time on the Business Day prior
to any redemption date, the Issuers shall deposit with the Trustee or with the
Paying Agent money sufficient to pay the redemption price of and, if applicable,
accrued and unpaid interest on all Notes to be redeemed on that date. The
Trustee or the Paying Agent shall promptly, and in any event within two (2)
Business Days after the redemption date, return to the Issuers any money
deposited with the Trustee or the Paying Agent by the Issuers in excess of the
amounts necessary to pay the redemption price of, and, accrued and unpaid
interest, if any, on all Notes to be redeemed.

                                       35

<PAGE>

               If the Issuers comply with the provisions of the preceding
paragraph, on and after the redemption date, interest shall cease to accrue on
Notes or portions of Notes called for purchase or redemption in accordance with
Section 2.08(d) hereof, whether or not such Notes are presented for payment. If
a Note is redeemed on or after a Regular Record Date but prior to the related
Interest Payment Date, then any accrued and unpaid interest, if any, shall be
paid to the Person in whose name such Note was registered at the close of
business on such Regular Record Date. If any Note called for redemption shall
not be so paid upon surrender for redemption because of the failure of the
Issuers to comply with the preceding paragraph, interest shall be paid on the
unpaid principal from the redemption date until such principal is paid, and to
the extent lawful on any interest not paid on such unpaid principal, in each
case at the rate provided in the Notes and in Section 4.01 hereof.

Section 3.06   Notes Redeemed in Part.
               ----------------------

               Upon surrender of a Note that is redeemed in part, the Issuers
shall issue and, upon the Issuers' written request, the Trustee shall
authenticate for the Holder at the expense of the Issuers a new Note equal in
principal amount to the unredeemed portion of the Note surrendered.

Section 3.07   Optional Redemption.
               -------------------

               (a)  At any time prior to June 1, 2006, the Issuers may on one or
more occasions redeem up to 35% of the aggregate principal amount of Notes
(including Additional Notes) issued under this Indenture at a redemption price
of 108.625% of the principal amount thereof, plus accrued and unpaid interest to
the redemption date, with the net cash proceeds of any Equity Offering;
provided, however, that:

                              (1)  at least 65% of the original aggregate
                    principal amount of Notes (which includes Additional Notes,
                    if any) issued under this Indenture remain outstanding
                    immediately after the occurrence of such redemption
                    (excluding Notes held by the Issuers and their
                    Subsidiaries); and

                              (2)  the redemption date occurs within 90 days of
                    the date of the closing of such Equity Offering.

               (b)  Except pursuant to the preceding paragraph, the Notes shall
not be redeemable at the Issuers' option prior to June 1, 2007.

               (c)  On or after June 1, 2007, the Issuers may redeem all or a
part of the Notes upon not less than 30 nor more than 60 days' notice, at the
redemption prices (expressed as percentages of principal amount) set forth below
plus accrued and unpaid interest on the Notes redeemed, to the applicable
redemption date, if redeemed during the twelve-month period beginning on June 1
of each of the years indicated below subject to the right of Holders on the
relevant Regular Record Date to receive interest on the relevant Interest
Payment Date:

Year                                       Percentage
----------------------------------------   ----------
2007....................................      104.313%
2008....................................      102.156%
2009 and thereafter.....................      100.000%

               (d)  Any prepayment pursuant to this Section 3.07 shall be made
pursuant to the provisions of Sections 3.01 through 3.06 hereof.

Section 3.08   Mandatory Redemption.
               --------------------

               The Issuers shall not be required to make mandatory redemption or
sinking fund payments with respect to, or, except as set forth in Sections 4.12
and 4.17 hereof, offers to purchase, the Notes.

                                       36

<PAGE>

Section 3.09   Offers To Purchase.
               ------------------

               (a)  In the event that, pursuant to Section 4.12 or 4.17 hereof,
the Issuers shall be required to commence an Asset Sale Offer or Change of
Control Offer (each, an "Offer to Purchase"), they shall follow the procedures
specified below.

               (b)  The Issuers shall commence the Offer to Purchase by sending,
by first-class mail, with a copy to the Trustee, to each Holder, at such
Holder's address appearing in the Security Register a notice, the terms of which
shall govern the Offer to Purchase, stating in effect:

                    (i)    that the Offer to Purchase is being made pursuant to
          this Section 3.09 and Section 4.12 or 4.17, as the case may be, and,
          in the case of a Change of Control Offer, that a Change of Control has
          occurred, the transaction or transactions that constitute the Change
          of Control, and that a Change of Control Offer is being made pursuant
          to Section 4.17 hereof;

                    (ii)   the principal amount of Notes required to be
          purchased pursuant to Section 4.12 or 4.17, as applicable, hereof (the
          "Offer Amount"), the purchase price, the Offer Period and the Purchase
          Date (each as defined below);

                    (iii)  except as provided in clause (ix), that all Notes
          timely tendered and not withdrawn shall be accepted for payment;

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

                    (v)    that, unless the Issuers defaults in making such
          payment, any Note accepted for payment pursuant to the Offer to
          Purchase shall cease to accrue interest after the Purchase Date;

                    (vi)   that Holders electing to have a Note purchased
          pursuant to the Offer to Purchase may elect to have Notes purchased in
          integral multiples of $1,000 only;

                    (vii)  that Holders electing to have a Note purchased
          pursuant to the Offer to Purchase shall be required to surrender the
          Note, with the form entitled "Option of Holder to Elect Purchase" on
          the reverse of the Note completed, or transfer by book-entry transfer,
          to the Issuers, a Depositary, if appointed by the Issuers, or a Paying
          Agent, if any, at the address specified in the notice before the close
          of business on the third Business Day before the Purchase Date;

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

                    (ix)   that, in the case of an Asset Sale Offer, if the
          aggregate principal amount of Notes surrendered by Holders exceeds the
          Offer Amount, the Issuers shall select the Notes to be purchased on a
          pro rata basis (with such adjustments as may be deemed appropriate by
          the Issuers so that only Notes in denominations of $1,000 or integral
          multiples thereof shall be purchased);

                    (x)    that Holders whose Notes were purchased in part shall
          be issued new Notes equal in principal amount to the unpurchased
          portion of the Notes surrendered (or transferred by book-entry
          transfer); and

                    (xi)   any other procedures that Holders must follow in
          order to tender their Notes (or portions thereof) for payment.

                                       37

<PAGE>

               (c)  The Offer to Purchase shall remain open for a period of at
least 30 days but no more than 60 days following its commencement, except to the
extent that a longer period is required by applicable law (the "Offer Period").
No later than five (5) Business Days after the termination of the Offer Period
(the "Purchase Date"), the Issuers shall purchase the Offer Amount or, if less
than the Offer Amount has been tendered, all Notes tendered in response to the
Offer to Purchase. Payment for any Notes so purchased shall be made in the same
manner as interest payments are made.

               (d)  On or prior to the Purchase Date, the Issuers shall, to the
extent lawful:

                    (i)    accept for payment (on a pro rata basis to the extent
          necessary in connection with an Asset Sale Offer) the Offer Amount of
          Notes or portions of Notes properly tendered and not withdrawn
          pursuant to the Offer to Purchase, or if less than the Offer Amount
          has been tendered, all Notes tendered and not withdrawn;

                    (ii)   deposit with the Paying Agent an amount equal to the
          Offer Amount in respect of all Notes or portions of Notes properly
          tendered; and

                    (iii)  deliver or cause to be delivered to the Trustee the
          Notes so accepted together with an Officers' Certificate stating the
          aggregate principal amount of Notes or portions of Notes being
          purchased by the Issuers and that such Notes or portions thereof were
          accepted for payment by the Issuers in accordance with the terms of
          this Section 3.09.

               (e)  The Issuers, the Depositary or the Paying Agent, as the case
may be, shall promptly (but in any event not later than five (5) Business Days
after the Purchase Date) deliver to each tendering Holder properly tendered and
accepted by the Issuers for purchase the Purchase Amount for such Notes, and the
Issuers shall promptly execute and issue a new Note, and the Trustee, upon
receipt of an Authentication Order shall authenticate and deliver (or cause to
be transferred by book-entry) such new Note to such Holder, in a principal
amount equal to any unpurchased portion of the Note surrendered; provided,
however, that each such new Note shall be in a principal amount of $1,000 or an
integral multiple of $1,000. Any Note not so accepted shall be promptly mailed
or delivered by the Issuers to the Holder thereof. The Issuers shall publicly
announce the results of the Offer to Purchase on or as soon as practicable after
the Purchase Date.

               (f)  If the Purchase Date is on or after a Regular Record Date
and on or before the related Interest Payment Date, any accrued and unpaid
interest shall be paid to the Person in whose name a Note is registered at the
close of business on such Regular Record Date, and no Additional Interest shall
be payable to Holders who tender Notes pursuant to the Offer to Purchase.

               (g)  The Issuers shall comply with the requirements of Rule 14e-1
under the Exchange Act and any other securities laws and regulations thereunder
to the extent those laws and regulations are applicable in connection with the
Offer to Purchase. To the extent that the provisions of any securities laws or
regulations conflict with Section 4.12 or 4.17, as applicable, this Section 3.09
or other provisions of this Indenture, the Issuers shall comply with the
applicable securities laws and regulations and shall not be deemed to have
breached its obligations under Section 4.12 or 4.17, as applicable, this Section
3.09 or such other provision by virtue of such compliance.

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

                                       38

<PAGE>

                                   ARTICLE 4.

                                   COVENANTS

Section 4.01   Payment of Notes.
               ----------------

               The Issuers shall, jointly and severally, pay or cause to be paid
the principal of, premium, if any, and interest on, the Notes on the dates and
in the manner provided in the Notes. Principal, premium, if any, and interest
shall be considered paid on the date due if the Paying Agent, if other than the
Issuers or a Subsidiary thereof, holds as of 10:00 a.m. Eastern time on the due
date money deposited by the Issuers in immediately available funds and
designated for and sufficient to pay all principal, premium, if any, and
interest then due. Such Paying Agent shall return to the Issuers promptly, and
in any event, no later than five (5) Business Days following the date of
payment, any money that exceeds such amount of principal, premium, if any, and
interest paid on the Notes. The Issuers shall pay Additional Interest, if any,
in the same manner, on the dates and in the amounts set forth in a Registration
Rights Agreement, the Notes and this Indenture. If a payment date is a Legal
Holiday at a place of payment, payment may be made at that place on the next
succeeding Business Day, and no interest shall accrue on such payment for the
intervening period.

               The Issuers shall, jointly and severally, pay (to the extent that
they may lawfully do so) interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal and premium, if any,
from time to time on demand at a rate that is 1% per annum in excess of the rate
then in effect; they shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue installments of interest
(without regard to any applicable grace periods), from time to time on demand at
the same rate to the extent lawful.

               Interest shall be computed on the basis of a 360-day year of
twelve 30-day months.

Section 4.02   Maintenance of Office or Agency.
               -------------------------------

               (a)  The Issuers shall maintain in the Borough of Manhattan, The
City of New York, an office or agency (which may be an office or drop facility
of the Trustee or an Affiliate of the Trustee, Registrar or co-registrar) where
Notes may be presented or surrendered for registration of transfer or for
exchange and where notices and demands to or upon the Issuers in respect of the
Notes and this Indenture may be served. The Issuers shall give prompt written
notice to the Trustee of any change in the location of such office or agency. If
at any time the Issuers 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
Corporate Trust Office of the Trustee, and the Issuers hereby appoint the
Trustee as their agent to receive all such presentations, surrenders, notices
and demands.

               (b)  The Issuers may also from time to time designate one or more
other offices or agencies where the Notes may be presented or surrendered for
any or all such purposes and may from time to time rescind such designations.
The Issuers shall give prompt written notice to the Trustee of any such
designation or rescission and of any change in the location of any such other
office or agency.

               (c)  The Issuers hereby designate the Corporate Trust Office of
the Trustee, as one such office, drop facility or agency of the Issuers in
accordance with Section 2.03 hereof.

Section 4.03   Reports.
               -------

               (a)  Notwithstanding that the Issuers may not be subject to the
reporting requirements of Section 13 or 15(d) of the Exchange Act, so long as
any Notes are outstanding the Issuers shall furnish to the Trustee for mailing
to Holders of the Notes, within the time periods specified in the Commission's
rules and regulations:

                                       39

<PAGE>

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

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

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

               (c)  If the Issuers have designated any Subsidiaries as
Unrestricted Subsidiaries, then the quarterly and annual financial information
required by the preceding paragraph shall include a reasonably detailed
presentation, either on the face of the financial statements or in the footnotes
thereto, and in Management's Discussion and Analysis of Financial Condition and
Results of Operations, of the financial condition and results of operations of
the Issuers and the Restricted Subsidiaries separate from the financial
condition and results of operations of the Unrestricted Subsidiaries of the
Issuers.

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

               (e)  The Issuers and each of the Guarantors shall otherwise
comply with TIA Section 3.14(a), (b) and (c).

               (f)  Delivery of such reports, information and documents to the
Trustee pursuant to any of the provisions of this Section 4.03 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 compliance with any
of its covenants hereunder (as to which the Trustee is entitled to rely
exclusively on an Officers' Certificate).

Section 4.04   Compliance Certificate.
               ----------------------

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

               (b)  Each of the Issuers and the Guarantors shall otherwise
comply with TIA Section 314(a)(4).

                                       40

<PAGE>

               (c)  So long as any of the Notes are outstanding, the Issuers
shall deliver to the Trustee, within 30 days after the occurrence thereof,
written notice in the form of an Officers' Certificate of any Default or Event
of Default, its status and what action the Issuers are taking or proposes to
take with respect thereto.

Section 4.05   Taxes.
               -----

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

Section 4.06   Stay, Extension and Usury Laws.
               ------------------------------

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

Section 4.07   Corporate Existence.
               -------------------

               Subject to Article 5 hereof, each of the Issuers and each
Guarantor shall do or cause to be done all things necessary to preserve and keep
in full force and effect its corporate, limited liability company, partnership
or other existence, and the corporate, limited liability company, partnership or
other existence of each Restricted Subsidiary, in accordance with the respective
organizational documents (as the same may be amended from time to time) of the
Issuers or any such Restricted Subsidiary; provided, however, that the Issuers
and each Guarantor shall not be required to preserve the corporate, partnership
or other existence of any Restricted Subsidiary, if the Board of Directors of
each of the Issuers shall determine that the preservation thereof is no longer
desirable in the conduct of the business of the Issuers and the Restricted
Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any
material respect to the Holders of the Notes, or that such preservation is not
necessary in connection with any transaction not prohibited by this Indenture.

Section 4.08   Payments for Consent.
               --------------------

               The Issuers shall not, and shall not permit any Subsidiary to,
directly or indirectly, pay or cause to be paid any consideration to or for the
benefit of any Holder for or as an inducement to any consent, waiver or
amendment of any of the terms or provisions of this Indenture or the Notes
unless such consideration is offered to be paid and is paid to all Holders that
consent, waive or agree to amend in the time frame set forth in the solicitation
documents relating to such consent, waiver or agreement.

Section 4.09   Incurrence of Indebtedness and Issuance of Preferred Stock.
               -----------------------------------------------------------

               (a)  The Issuers shall not, and shall not permit any Restricted
Subsidiary to, directly or indirectly, create, incur, issue, assume, guarantee
or otherwise become directly or indirectly liable, contingently or otherwise,
with respect to (collectively, "incur") any Indebtedness (including Acquired
Debt), and the Issuers shall not issue any Disqualified Stock and shall not
permit any Restricted Subsidiary to issue any shares of preferred stock;
provided, however, that the Issuers may incur Indebtedness (including Acquired
Debt) or issue Disqualified Stock, and any Restricted Subsidiary that is a
Subsidiary Guarantor may incur Indebtedness (including Acquired Debt) or issue
preferred stock, if the Issuers' Leverage Ratio at the time of incurrence of
such Indebtedness or the issuance of such Disqualified Stock or preferred stock,
as the case may be, after giving pro forma effect to such incurrence or issuance
as of such date and to the use of proceeds therefrom as if the same had occurred
at the beginning of the most recently ended four full fiscal quarter period for
which internal financial statements are available would have been no greater
than 6 to 1.

                                       41

<PAGE>

               (b)  The provisions of Section 4.09(a) shall not prohibit the
incurrence of any of the following items of Indebtedness (collectively,
"Permitted Debt"):

                    (1)  the incurrence by the Issuers or any of the Subsidiary
               Guarantors of additional Indebtedness and letters of credit under
               one or more Credit Facilities; including the Credit Agreement in
               an aggregate principal amount at any one time outstanding under
               this clause (1) (with letters of credit being deemed to have a
               principal amount equal to the maximum potential liability of the
               Issuers and their Restricted Subsidiaries thereunder) not to
               exceed $165.0 million less the aggregate amount of all Net
               Proceeds of Asset Sales applied by each of the Issuers or any of
               its Restricted Subsidiaries since the date of this Indenture to
               repay any term Indebtedness under a Credit Facility or to repay
               any revolving credit Indebtedness under a Credit Facility and
               effect a corresponding commitment reduction thereunder pursuant
               to provisions of Section 4.12.

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

                    (3)  the incurrence by the Issuers and the Guarantors of
               Indebtedness represented by the Initial Notes (and the related
               Exchange Notes issued in exchange for any Notes issued under this
               Indenture) and the incurrence by the Guarantors of the Subsidiary
               Guarantees;

                    (4)  the incurrence by the Issuers or any Restricted
               Subsidiary of Indebtedness represented by Capital Lease
               Obligations, mortgage financings or purchase money obligations,
               in each case incurred for the purpose of financing all or any
               part of the purchase price or cost of construction or improvement
               of property, plant or equipment used in the business of the
               Issuers or such Restricted Subsidiary, in an aggregate principal
               amount, including all Permitted Refinancing Indebtedness incurred
               to refund, refinance or replace any Indebtedness incurred
               pursuant to this clause (4), not to exceed $5.0 million at any
               time outstanding;

                    (5)  the incurrence by the Issuers or any Restricted
                    Subsidiary of Permitted Refinancing Indebtedness in exchange
                    for, or the Net Proceeds of which are used to refund,
                    refinance or replace Indebtedness (other than intercompany
                    Indebtedness) that was incurred under the first paragraph of
                    this covenant or clauses (2), (3), (4), (5) or (13) of this
                    Section 4.09 subject in the case of clauses (4) and (13) to
                    the limits therein;

                    (6)  the incurrence by the Issuers or any Restricted
                    Subsidiary of intercompany Indebtedness between or among the
                    Issuers and any Restricted Subsidiary; provided, however,
                    that:

                         (A)  if the Issuers are, or a Guarantor is, the obligor
               on such Indebtedness, such Indebtedness is expressly subordinated
               to the prior payment in full in cash of all Obligations with
               respect to the Notes or the note guarantees, as the case may be;
               and

                         (B)  (i) any subsequent issuance or transfer of Equity
               Interests that results in any such Indebtedness being held by a
               Person other than the Issuers or a Restricted Subsidiary and (ii)
               any sale or other transfer of any such Indebtedness to a Person
               that is not either the Issuers or a Restricted Subsidiary shall
               be deemed, in each case, to constitute an incurrence of such
               Indebtedness by the Issuers or such Restricted Subsidiary, as the
               case may be, that was not permitted by this clause (6);

                    (7)  the incurrence by the Issuers or any Restricted
                    Subsidiary of Hedging Obligations that are incurred in the
                    normal course of business and consistent with past business
                    practices for the purpose of fixing or hedging currency,
                    commodity or interest rate risk (including with respect to
                    any floating rate Indebtedness that is permitted by the
                    terms of this Indenture to be outstanding and not for
                    speculative purposes;

                                       42

<PAGE>

                    (8)  the guarantee by the Issuers or any of the Guarantors
                    of Indebtedness of the Issuers or a Restricted Subsidiary
                    that was permitted to be incurred by another provision of
                    this covenant;

                    (9)  the incurrence by the Issuers' Unrestricted
                    Subsidiaries of Non-recourse Debt; provided, however, that
                    if any such Indebtedness ceases to be Non-recourse Debt of
                    an Unrestricted Subsidiary, such event shall be deemed to be
                    an incurrence of Indebtedness by a Restricted Subsidiary
                    that was not permitted by this clause (9);

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

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

                    (12) the incurrence by the Issuers or any of their
                    Restricted Subsidiaries of 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; and

                    (13) the incurrence by the Issuers or any Restricted
                    Subsidiary of additional Indebtedness in an aggregate
                    principal amount (or accreted value, as applicable) at any
                    time outstanding, including all Permitted Refinancing
                    Indebtedness incurred to refund, refinance or replace any
                    Indebtedness incurred pursuant to this clause (13), not to
                    exceed $7.5 million.;

               (c)  For purposes of determining compliance with this covenant,
in the event that an item of Indebtedness meets the criteria of more than one of
the categories of Permitted Debt described in clauses (1) through (13) above as
of the date of incurrence thereof or is entitled to be incurred pursuant to the
first paragraph of this covenant as of the date of incurrence thereof, the
Issuers shall, in their sole discretion, classify in whole or in part on the
date of incurrence (or later reclassify in whole or in part) such item of
Indebtedness in any manner that complies with this covenant. Indebtedness under
Credit Agreement outstanding on the date on which the Notes are first issued
shall be deemed to have been incurred on such date in reliance on the exception
provided by clause (1) of the definition of Permitted Debt. Accrual of interest
or dividends, the accretion or amortization of accreted value, original issue
discount or liquidation preference and changes to amounts outstanding in respect
of Hedging Obligations solely as a result of fluctuations in foreign currency,
exchange ratios or interest rates or by reason of fees, indemnities and
compensation payable thereunder and the payment of interest or dividends in the
form of additional Indebtedness or Disqualified Stock shall not be deemed to be
an incurrence of Indebtedness or an issuance of Disqualified Stock for purposes
of this Section 4.09.

Section 4.10   Restricted Payments.
               -------------------

               (a)  The Issuers shall not, and shall not permit any Restricted
Subsidiary to, directly or indirectly:

                    (1)  declare or pay any dividend or make any other payment
                    or distribution on account of the Issuers' or any Restricted
                    Subsidiary's Equity Interests (including, without

                                       43

<PAGE>

                    limitation, any payment in connection with any merger or
                    consolidation involving the Issuers or any Restricted
                    Subsidiary) or to the direct or indirect Holders of the
                    Issuers or any Restricted Subsidiary's Equity Interests in
                    their capacity as such (other than dividends or
                    distributions payable in Equity Interests (other than
                    Disqualified Stock) of the Issuers or to the Issuers or a
                    Restricted Subsidiary);

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

                    (3)  make any payment on or with respect to, or purchase,
                    redeem, defease or otherwise acquire or retire for value any
                    Indebtedness that is subordinated to the Notes or the
                    Subsidiary Guarantees (excluding any intercompany
                    Indebtedness between or among the Issuers and any of their
                    Restricted Subsidiaries) except a payment of interest or
                    principal at the Stated Maturity thereof; or

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

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

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

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

                         (C)  such Restricted Payment, together with the
               aggregate amount of all other Restricted Payments made by the
               Issuers and the Restricted Subsidiaries after the date of this
               Indenture is less than the sum, without duplication, of:

                    (i)   100% of the Issuers' Consolidated Cash Flow (or in the
     event such Consolidated Cash Flow shall be a deficit, minus 100% of such
     deficit) for the period (taken as one accounting period) from the beginning
     of the first fiscal quarter commencing after the date of this Indenture to
     the end of the Issuers' most recently ended fiscal quarter for which
     internal financial statements are available at the time of such Restricted
     Payment, less (ii) 1.5 times the Issuers' Consolidated Interest Expense for
     the same period, plus

                    (ii)  100% of the fair market value of the aggregate net
     proceeds received by the Issuers since the date of the Indenture as a
     contribution to the Issuers' common equity capital or from the issue or
     sale of Equity Interests of the Issuers (excluding Disqualified Stock) or
     from the issue or sale of convertible or exchangeable Disqualified Stock or
     convertible or exchangeable debt securities of the Issuers or any Guarantor
     that have been converted into or exchanged for such Equity Interests (other
     than Equity Interests, Disqualified Stock or debt securities sold to a
     Subsidiary of the Issuers); provided that if the fair market value of the
     aggregate net proceeds received (after deducting any net cash proceeds)
     exceeds $10.0 million, the Board of Directors of Media shall receive a
     written opinion from an accounting, appraisal or investment banking firm of
     national standing as to the fair market value of the aggregate net
     proceeds, plus

                    (iii) to the extent that any Restricted Investment that was
     made after the date of this Indenture is sold for cash or otherwise
     liquidated or repaid for cash, the lesser of (i) the cash return of

                                       44

<PAGE>

     capital with respect to such Restricted Investment (less the cost of
     disposition, if any) and (ii) the initial amount of such Restricted
     Investment, plus

                    (iv)  any dividends received by the Issuers or a Restricted
     Subsidiary after the date of the Indenture from an Unrestricted Subsidiary
     of the Issuers, to the extent that such dividends were not otherwise
     included in the Issuers Consolidated Net Income for such period; plus

                    (v)   in case, after the date of this Indenture, any
     Unrestricted Subsidiary has been redesignated as a Restricted Subsidiary
     under the terms of this Indenture or has been merged, consolidated or
     amalgamated with or into, or transfers or conveys assets to, or is
     liquidated into the Issuers or a Restricted Subsidiary, an amount equal to
     the lesser of (1) the fair market value of the Investments owned by the
     Issuers and the Restricted Subsidiaries in such Unrestricted Subsidiary at
     the time of (or of the assets transferred or conveyed, as applicable), and
     (2) such fair market value as of the date on which such Subsidiary was
     originally designated as an Unrestricted Subsidiary.

               (b)  The preceding provisions shall not prohibit:

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

                    (2)  the redemption, repurchase, retirement, defeasance or
                    other acquisition of any subordinated Indebtedness of the
                    Issuers or any Guarantor or of any Equity Interests of the
                    Issuers in exchange for, or out of the net cash proceeds of
                    the substantially concurrent sale (other than to a
                    Restricted Subsidiary of the Issuers) of, Equity Interests
                    of the Issuers (other than Disqualified Stock); provided,
                    however, that the amount of any such net cash proceeds that
                    are utilized for any such redemption, repurchase,
                    retirement, defeasance or other acquisition shall be
                    excluded from clause (3) (b) of the preceding paragraph;

                    (3)  the defeasance, redemption, repurchase or other
                    acquisition of subordinated indebtedness of the Issuers or
                    any Guarantor with the net cash proceeds from an incurrence
                    of Permitted Refinancing Indebtedness; provided, however,
                    that such amounts shall be excluded from the calculations of
                    Restricted Payments;

                    (4)  the payment of any dividend by a Restricted Subsidiary
                    to the holders of its Equity Interests on a pro rata basis;
                    provided, however, that such amounts shall be excluded from
                    the calculation of Restricted Payments;

                    (5)  the repurchase, redemption or other acquisition or
                    retirement for value of any Equity Interests of the Issuers
                    or any Restricted Subsidiary held by any of the Issuers' (or
                    any Restricted Subsidiary's) employees, former employees,
                    members of the Board of Directors or former members of the
                    Board of Directors pursuant to any agreement (including
                    employment agreements) or plan (or amendments thereto)
                    approved by the Board of Directors of Media under which such
                    individuals purchase or sell or are granted the option to
                    purchase or sell, Equity Interests; provided, however, that
                    the aggregate price paid for all such repurchased, redeemed,
                    acquired or retired Equity Interests may not exceed,
                    together with Restricted Payments made under clause (8)(ii)
                    below, $1.0 million per fiscal year and up to an aggregate
                    amount of, together with Restricted Payments made under
                    clause (8)(ii) below, $5.0 million during the term of the
                    Indenture; provided, however that such purchases,
                    repurchases, redemptions, retirements and other acquisitions
                    for value shall be excluded in the calculation of the
                    amounts of Restricted Payments;

                                       45

<PAGE>

                    (6)  the payment (x) of one or more dividends or other
                    distributions in an aggregate amount not to exceed $132.1
                    million to CBD Holdings on or prior to the later of (i) July
                    31, 2003 and (ii) the last day permitted under the Credit
                    Agreement and (y) to employees or former employees of Media
                    (or other participants) to pay amounts due under the
                    Management Incentive Compensation Plan in an aggregate
                    amount not to exceed $5.0 million; provided that any
                    contributions to Media in connection with the Management
                    Incentive Compensation Plan used to make such payments
                    pursuant to this clause (6)(y) shall be excluded from clause
                    (3)(b) of the preceding paragraph.; provided, however, that
                    such dividend, distribution or amounts paid shall be
                    excluded from the calculation of Restricted Payments;

                    (7)  for so long as Media is treated as a pass-through or
                    disregarded entity for United States federal income tax
                    purposes or for so long as Media or Finance is a member of a
                    consolidated group of corporations for federal income tax
                    purposes, other than as the common parent, Tax
                    Distributions, provided, however, that Tax Distributions
                    shall be excluded in the calculation of the amount of
                    Restricted Payments;

                    (8)  any payment of dividends, other distributions or other
                    amounts by Media for the purposes set forth below; provided,
                    however, that such dividend, distribution or other amounts
                    shall be excluded in the calculation of the amount of
                    Restricted Payments:

                    (i)   to CBD Holdings in amounts equal to the amounts
                    required for CBD Holdings to pay franchise taxes and other
                    fees required to maintain its existence;

                    (ii)  to CBD Holdings in amounts equal to amounts to be
                    expended by CBD Holdings or a parent Affiliate to purchase,
                    repurchase, redeem or otherwise acquire for value any Equity
                    Interests of Media or CBD Holdings held by any of the
                    Issuers' (or any Restricted Subsidiary's) employees, former
                    employees, members of the Board of Directors or former
                    Member of the Board of Directors pursuant to any agreement
                    (including employment agreements) or plan (or amendments
                    thereto) approved by the Board of Directors of Media or CBD
                    Holdings under which such individuals purchase or sell or
                    are granted the option to purchase or sell, Equity
                    Interests; provided, however, that the aggregate price paid
                    for all such repurchased, redeemed, acquired or retired
                    Equity Interests may not exceed, together with Restricted
                    Payments made under paragraph (5) above, $1.0 million per
                    fiscal year and up to an aggregate amount of, together with
                    Restricted Payments made under clause (5) above, $5.0
                    million during the term of the Indenture, plus any amounts
                    contributed by CBD Holdings to Media as a result of resales
                    of such repurchased or acquired Equity Interests; provided
                    any amounts so contributed and used to repurchase, redeem or
                    acquire Equity Interests pursuant to this clause (8)(ii)
                    shall be excluded from clause (3)(b) of the preceding
                    paragraph; or

                    (iii) to CBD Holdings to pay operating and overhead expenses
                    incurred in the ordinary course of business and allocable to
                    Media in an aggregate amount not to exceed $500,000 per
                    fiscal year;

                    (9)  any payments of dividends, other distributions or other
                    amounts by Media following the first bona fide underwritten
                    public offering of common Equity Interests by Media or its
                    successor of up to 6% per annum of the net proceeds received
                    by Media or such successor, as the case may be, from such
                    public offering; provided, however, that (A) the aggregate
                    amount of all such dividends paid pursuant to this clause
                    shall not exceed the aggregate amount of net proceeds
                    received by Media or such successor, as the case may be,
                    from such public offering; and (B) such dividends shall be
                    included in the calculation of the amount of Restricted
                    Payments; or

                                       46

<PAGE>

                    (10) other Restricted Payments in an aggregate amount since
                    the date of the Indenture not to exceed $5.0 million;
                    provided, however, that such amounts shall be included in
                    the calculation of Restricted Payments.

provided, however, that, with respect to clauses (5), (8)(ii), (8)(iii) and (9)
above, no Default or Event of Default shall have occurred and be continuing
immediately after such transaction.

               (c)  The amount of all Restricted Payments (other than cash)
shall be the fair market value on the date of the Restricted Payment of the
assets, property or securities proposed to be transferred or issued by the
Issuers or such Restricted Subsidiary, as the case may be, pursuant to the
Restricted Payment. The fair market value of any assets or securities that are
required to be valued by this covenant shall be determined by the Board of
Directors whose resolution with respect thereto shall be conclusive and shall be
delivered to the Trustee. The Board of Directors' determination must be based
upon an opinion or appraisal issued by an accounting, appraisal or investment
banking firm of national standing if the fair market value exceeds $10.0
million. Not later than the date of making any Restricted Payment, the Issuers
shall deliver to the Trustee an Officers' Certificate stating that such
Restricted Payment is permitted and setting forth the basis upon which the
calculations required by this Section 4.10 were computed, together with a copy
of any fairness opinion or appraisal required by this Indenture.

Section 4.11   Liens.
               -----

               The Issuers shall not, and shall not permit any Restricted
Subsidiary to, indirectly or directly, create, incur, assume or suffer to exist
any Lien of any kind on any asset now owned or hereafter acquired by the Issuers
or such Restricted Subsidiary securing Indebtedness ranking pari passu with, or
junior to, the Notes or the Subsidiary Guarantees (other than Permitted Liens)
unless all payments due under the Notes or the applicable Subsidiary Guarantees
are secured on an equal and ratable basis if such secured Indebtedness is pari
passu with the Notes or the Subsidiary Guarantee, as the case may be, and
otherwise, on a senior basis to the Indebtedness so secured until such time as
such Indebtedness is no longer secured by a Lien.

Section 4.12   Asset Sales.
               -----------

               (a)  The Issuers shall not, and shall not permit any Restricted
Subsidiary to, consummate an Asset Sale unless:

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

                    (2)  the fair market value is determined by the Issuers'
                    Board of Directors and evidenced by a resolution of the
                    Board of Directors set forth in an Officers' Certificate
                    delivered to the Trustee; and

                    (3)  at least 75% of the consideration received in the Asset
                    Sale by the Issuers or such Restricted Subsidiary is in the
                    form of cash. For purposes of this provision, each of the
                    following shall be deemed to be cash

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

                         (B)  any securities, Notes or other obligations
               received by the Issuers or any such Restricted Subsidiary from
               such transferee that are converted into cash within 60 days by
               the Issuers or such Restricted Subsidiary, to the extent of the
               cash received in that conversion; and

                                       47

<PAGE>

                         (C)  any stock or assets of the kind referred to in
               clause (2) of the next paragraph of this Section 4.12.

               (b)  Within 365 days after the receipt of any Net Proceeds from
an Asset Sale, the Issuers or the Restricted Subsidiaries may apply those Net
Proceeds at its respective option:

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

                    (2)  to acquire (or enter into a binding agreement to
                    acquire; provided that the Issuers' commitment under such
                    agreement shall be subject only to customary conditions and
                    such acquisition shall be consummated within 60 days after
                    the end of such 365-day period) all or substantially all of
                    the assets of, or a majority of the Voting Stock of, another
                    Person engaged in a Permitted Business or the minority
                    interest in any Restricted Subsidiary; or

                    (3)  to acquire assets or property that are not classified
                    as current assets under GAAP and that are used or useful in
                    a Permitted Business.

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

               Any Net Proceeds from Asset Sales that are not applied or
invested as provided in the preceding paragraph shall constitute "Excess
Proceeds."

               (c)  When the aggregate amount of Excess Proceeds exceeds $10.0
million, the Issuers shall make an offer (an "Asset Sale Offer") to all Holders
of Notes and all holders of other Indebtedness that is pari passu with the Notes
containing provisions similar to those set forth in the Indenture with respect
to offers to purchase or redeem with the proceeds of sales of assets to purchase
the maximum principal amount of Notes and, such other pari passu indebtedness
that may be purchased out of the Excess Proceeds. The offer price in any Asset
Sale Offer shall be equal to 100% of the principal amount of the Notes plus
accrued and unpaid interest to the date of purchase, and shall be payable in
cash. If any Excess Proceeds remain after consummation of the purchase of all
properly tendered and not withdrawn Notes pursuant to an Asset Sale Offer, the
Issuers may use such remaining Excess Proceeds for any purpose not otherwise
prohibited by this Indenture. If the aggregate principal amount of Notes and
other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the
amount of Excess Proceeds, the Trustee shall select the Notes and such other
pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of
each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

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

Section 4.13   Dividend and Other Payment Restrictions Affecting Restricted
               ------------------------------------------------------------
               Subsidiaries.
               ------------

               The Issuers shall not, and shall not permit any Restricted
Subsidiary to, directly or indirectly, create or permit to exist or become
effective any consensual encumbrance or restriction on the ability of any
Restricted Subsidiary to:

               (a)  pay dividends or make any other distributions on its Capital
Stock to the Issuers or any Restricted Subsidiary, or with respect to any other
interest or participation in, or measured by, its profits, or pay any
Indebtedness owed to the Issuers or any Restricted Subsidiary;

                                       48

<PAGE>

               (b)  make loans or advances to the Issuers or any Restricted
Subsidiary; or

               (c)  transfer any of its properties or assets to the Issuers or
any Restricted Subsidiary.

               However, the preceding restrictions shall not apply to
encumbrances or restrictions existing under or by reason of:

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

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

                    (3)  applicable law;

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

                    (5)  customary non-assignment provisions in leases entered
                    into in the ordinary course of business;

                    (6)  purchase money obligations for property acquired in the
                    ordinary course of business that impose restrictions on that
                    property of the nature described in clause (c) above;

                    (7)  Permitted Refinancing Indebtedness; provided, however,
                    that the restrictions contained in the agreements governing
                    such Permitted Refinancing Indebtedness are not materially
                    more restrictive, taken as a whole, than those contained in
                    the agreements governing the Indebtedness being refinanced;

                    (8)  Liens securing Indebtedness otherwise permitted to be
                    incurred under the provisions of Section 4.11 that limit the
                    right of the debtor to dispose of the assets subject to such
                    Liens;

                    (9)  provisions with respect to the disposition or
                    distribution of assets or property in joint venture
                    agreements, asset sale agreements, stock sale agreements and
                    other similar agreements entered into in the ordinary course
                    of business; and

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

Section 4.14   Transactions with Affiliates.
               ----------------------------

               The Issuers shall not, and shall not permit any Restricted
Subsidiary to, make any payment to, or sell, lease, transfer or otherwise
dispose of any of its properties or assets to, or purchase any property or
assets from,

                                       49

<PAGE>

or enter into or make or amend any transaction, contract, agreement,
understanding, loan, advance or guarantee with, or for the benefit of, any
Affiliate (each, an "Affiliate Transaction"), unless:

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

               (b)  The Issuers deliver to the Trustee:

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

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

               The following items shall not be deemed to be Affiliate
Transactions and, therefore, shall not be subject to the provisions of the prior
paragraph:

                    (1)  any employment agreements or arrangements and benefits
                    plans or arrangements, and any transactions contemplated by
                    any of the foregoing relating to the compensation and
                    employee benefits matters, in each case in respect of
                    employees, officers or directors entered into by the Issuers
                    or any Restricted Subsidiary in the ordinary course of
                    business;

                    (2)  transactions between or among the Issuers and/or any
                    Restricted Subsidiary;

                    (3)  transactions with a Person that is an Affiliate of the
                    Issuers solely because the Issuers own an Equity Interest in
                    such Person;

                    (4)  payment of reasonable directors' fees and indemnities
                    to Persons who are not otherwise Affiliates of the Issuers;

                    (5)  transactions pursuant to any tax sharing agreement;

                    (6)  transactions pursuant to the Advisory Agreement as in
                    effect on the date of this Indenture;

                    (7)  sales of Equity Interests (other than Disqualified
                    Stock) to Affiliates of the Issuers;

                    (8)  loans or advances to employees in the ordinary course
                    of business, but in any event, not to exceed $500,000 in the
                    aggregate outstanding at any one time;

                    (9)  the pledge of Equity Interests of Unrestricted
                    Subsidiaries to support the Indebtedness thereof; and

                    (10) Restricted Payments of Permitted Investments that are
                    permitted by the provisions of this Indenture described
                    under the provisions of Section 4.10;

                                       50

<PAGE>

Section 4.15   Business Activities.
               -------------------

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

Section 4.16   Designation of Restricted and Unrestricted Subsidiaries.
               -------------------------------------------------------

               The Board of Directors of the Issuers may designate any
Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would
not cause a Default or Event of Default. If a Restricted Subsidiary is
designated as an Unrestricted Subsidiary, the aggregate fair market value of all
outstanding Investments owned by the Issuers and any Restricted Subsidiaries in
the Subsidiary properly designated shall be deemed to be an Investment made as
of the time of the designation and shall reduce the amount available for
Restricted Payments under either the first paragraph of Section 4.10 or under
the definition of "Permitted Investments", as determined by the Issuers. That
designation shall only be permitted if the Investment would be permitted at that
time and if the Restricted Subsidiary otherwise meets the definition of an
Unrestricted Subsidiary. The Board of Directors of the Issuers may redesignate
any Unrestricted Subsidiary to be a Restricted Subsidiary if the redesignation
would not cause a Default or Event of Default.

               Any designation of a Subsidiary of the Issuers as an Unrestricted
Subsidiary shall be evidenced to the Trustee by the Issuers delivering to the
Trustee a certified copy of the resolution of the Board of Directors giving
effect to such designation and an Officers' Certificate certifying that such
designation complied with the conditions set forth in the definition of
"Unrestricted Subsidiary" and was permitted by Section 4.10. If, at any time,
any Unrestricted Subsidiary would fail to meet the preceding requirements as an
Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted
Subsidiary for purposes of the Indenture and any Indebtedness of such Subsidiary
shall be deemed to be incurred by a Restricted Subsidiary as of such date and,
if such Indebtedness is not permitted to be incurred as of such date under
Section 4.09, the Issuers shall be in default of such covenant. The Board of
Directors may at any time designate any Unrestricted Subsidiary to be a
Restricted Subsidiary; provided, however, that such designation shall be deemed
to be an incurrence of Indebtedness by a Restricted Subsidiary of any
outstanding Indebtedness of such Unrestricted Subsidiary and such designation
shall only be permitted if (1) such Indebtedness is permitted under Section
4.09, calculated on a pro forma basis as if such designation had occurred at the
beginning of the four-quarter reference period; and (2) no Default or Event of
Default would be in existence following such designation.

Section 4.17   Repurchase at the Option of Holders Upon a Change of Control.
               ------------------------------------------------------------

               (a)  Upon the occurrence of a Change of Control, the Issuers
shall, within 30 days of a Change of Control, make an offer (the "Change of
Control Offer") pursuant to the procedures set forth in Section 3.09 hereof to
repurchase the Notes on the date specified in such notice, which date shall be
no earlier than 30 days and no later than 60 days from the date such notice is
mailed. Each Holder shall have the right to accept such offer and require the
Issuers to repurchase all or any part (equal to $1,000 or an integral multiple
of $1,000) of such Holder's Notes pursuant to the Change of Control Offer at a
purchase price, in cash (the "Change of Control Amount"), equal to 101% of the
aggregate principal amount of Notes repurchased, plus accrued and unpaid
interest on the Notes repurchased to the Purchase Date.

               (b)  The Issuers shall not be required to make a Change of
Control Offer upon a Change of Control if (i) a third party makes a Change of
Control Offer in the manner, at the times and otherwise in compliance with the
requirements set forth in this Indenture applicable to a Change of Control Offer
made by the Issuers and purchases all Notes properly tendered and not withdrawn
under the Change of Control Offer or (ii) notice of redemption has been given
pursuant to the Indenture pursuant to Section 3.07 hereof, unless and until
there is a default in payment of the applicable redemption price. A Change in
Control Offer may be made in advance of a Change of Control, conditional upon
such Change of Control, if a definitive agreement is in place for the Change of
Control at the time of making of the Change of Control Offer. Notes repurchased
pursuant to a Change of Control Offer shall be retired and cancelled. Prior to
complying with any of the provisions of Section 4.17, but in any event within 90
days following a Change of Control, the Issuers shall either repay all
outstanding Senior Debt or obtain

                                       51

<PAGE>

the requisite consents, if any, under all agreements governing outstanding
Senior Debt to permit the repurchase of Notes required by Section 4.17.

               The provisions of this Section 4.17 that require the Issuers to
make a Change of Control Offer following a Change of Control shall be applicable
whether or not any other provisions of the Indenture are applicable.

Section 4.18   Additional Guarantees.
               ---------------------

               If the Issuers or any Restricted Subsidiary acquires or creates a
Domestic Subsidiary after the date of this Indenture that guarantees the
Issuers' Credit Facilities, then that newly acquired or created Domestic
Subsidiary shall become a Guarantor and execute a supplemental indenture within
20 business days of the date on which it was acquired or created; provided,
however, that the foregoing shall not apply to Subsidiaries that have properly
been designated as Unrestricted Subsidiaries in accordance with this Indenture
for so long as they continue to constitute Unrestricted Subsidiaries.

               Each Subsidiary Guarantee shall be limited to an amount not to
exceed the maximum amount that can be Guaranteed by that Restricted Subsidiary
without rendering the Subsidiary Guarantee, as it relates to such Restricted
Subsidiary, voidable under applicable law relating to fraudulent conveyance or
fraudulent transfer or similar laws affecting the rights of creditors generally,
as specified in Section 10.02(a) hereof.

Section 4.19   No Incurrence of Senior Subordinated Debt.
               -----------------------------------------

               The Issuers shall not incur any Indebtedness that (i) is
subordinate or junior in right of payment to any Senior Debt of the Issuers and
(ii) senior in any respect in right of payment to the Notes. No Guarantor shall
incur any Indebtedness that is subordinate or junior in right of payment to the
Senior Debt of such Guarantor and senior in any respect in right of payment to
such Guarantor's Subsidiary Guarantee.

                                   ARTICLE 5.

                                   SUCCESSORS

Section 5.01   Merger, Consolidation or Sale of Assets.
               ---------------------------------------

               (a)  The Issuers may not, directly or indirectly: (1) consolidate
or merge with or into another Person (whether or not the Issuers are the
surviving corporation) or (2) sell, assign, transfer, convey or otherwise
dispose of all or substantially all of the properties or assets of the Issuers,
in one or more related transactions, to another Person other than another Issuer
or a Guarantor, unless:

                    (1)  either: (A) the Issuers are the surviving Person; or
                    (B) the Person formed by or surviving any such consolidation
                    or merger (if other than the Issuers) or to which such sale,
                    assignment, transfer, conveyance or other disposition has
                    been made is a corporation or so long as one of the issuers
                    of the Notes shall remain a corporation, a limited
                    partnership or limited liability company organized or
                    existing under the laws of the United States, any state of
                    the United States or the District of Columbia;

                    (2)  the Person formed by or surviving any such
                    consolidation or merger (if other than the Issuers or the
                    Person to which such sale, assignment, transfer, conveyance
                    or other disposition has been made assumes all the
                    obligations of the Issuers, under the Notes, this Indenture
                    and the Registration Rights Agreement pursuant to a
                    supplemental indenture reasonably satisfactory to the
                    Trustee;

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

                                       52

<PAGE>

                    (4)  except with respect to a consolidation or merger of the
                    Issuers with or into a Guarantor, the Issuers or the Person
                    formed by or surviving any such consolidation or merger (if
                    other than the Issuers), or to which such sale, assignment,
                    transfer, conveyance or other disposition has been made
                    shall, on the date of such transaction after giving pro form
                    effect thereto and any related financing transactions as if
                    the same had occurred at the beginning of the applicable
                    four-quarter period, be permitted to incur at least $1.00 of
                    additional Indebtedness pursuant to the Leverage Ratio test
                    set forth in the first paragraph of Section 4.09.

               (b)  A Guarantor may not sell or otherwise dispose of all or
substantially all of its assets to, or consolidate with or merge with or into
(whether or not such Guarantor is the surviving Person), another Person, other
than Media or another Guarantor, unless:

                    (1)  either

                         (A)  such Guarantor is the surviving corporation; or

                         (B)  the Person formed by or surviving any such sale,
               consolidation or merger (if other than such Guarantor) or to
               which such sale or other disposition has been made is a
               corporation, limited partnership or limited liability company
               organized or existing under the laws of the United States, any
               state of the United States or the District of Columbia;

                    (2)  the Person acquiring the property in any such sale or
                    disposition or the Person formed by or surviving any such
                    consolidation or merger assumes all the obligations of that
                    Guarantor under the Indenture, its Subsidiary Guarantee and
                    the Registration Rights Agreement pursuant to a supplemental
                    indenture reasonably satisfactory to the Trustee;

                    (3)  immediately after giving effect to that transaction, no
                    Default or Event of Default exists; and

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

               (c)  Neither the Issuers nor any Guarantor may, directly or
indirectly, lease all or substantially all of their properties or assets, in one
or more related transactions, to any other Person.

Section 5.02   Successor Corporation Substituted.
               ---------------------------------

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

                                       53

<PAGE>

a sale of all of such Issuer's or Guarantor's assets in a transaction that is
subject to, and that complies with the provisions of, Section 5.01 hereof.

                                   ARTICLE 6.

                              DEFAULTS AND REMEDIES

Section 6.01   Events of Default.
               -----------------

               Each of the following is an Event of Default:

                    (i)    default for 30 days in the payment when due of
     interest on the Notes (whether or not prohibited by the subordination
     provisions of this Indenture);

                    (ii)   default in payment when due of the principal of or
     premium, if any, on the Notes (whether or not prohibited by the
     subordination provisions of this Indenture);

                    (iii)  failure by the Issuers or any Restricted Subsidiary
     to comply with the provisions of Sections 5.01(a), 5.01(b), 4.12 or 4.17
     hereof;

                    (iv)   failure by the Issuers or any Restricted Subsidiary
     for 30 days after notice to comply with the provisions of Sections 4.09 or
     4.10 hereof;

                    (v)    failure by the Issuers or any Restricted Subsidiary
     for 60 days after notice to comply with any other provision in this
     Indenture or the Notes;

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

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

                         (B)  results in the acceleration of such Indebtedness
          prior to its final stated maturity;

          and, in each case, the principal amount of any such Indebtedness,
          together with the principal amount of any other such Indebtedness
          under which there has been a Payment Default or the maturity of which
          has been so accelerated, aggregates $10.0 million or more;

                    (vii)  failure by the Issuers or any of their Subsidiaries
     to pay final judgments aggregating in excess of $10.0 million, which
     judgments are not paid, discharged or stayed for a period of 60 days;

                    (viii) except as permitted by this Indenture, any Subsidiary
     Guarantee shall be held in any judicial proceeding to be unenforceable or
     invalid or shall cease for any reason to be in full force and effect or any
     Guarantor, or any Person acting on behalf of any Guarantor, shall deny or
     disaffirm its obligations under its Subsidiary Guarantee;

                    (ix)   any Issuer or any Restricted Subsidiary that would
     constitute a Significant Subsidiary or any group of Restricted Subsidiaries
     that, taken together, would constitute a Significant Subsidiary:

                                       54

<PAGE>

                         (A)  commences a voluntary case or gives notice of
               intention to make a proposal under any Bankruptcy Law;

                         (B)  consents to the entry of an order for relief
               against it in an involuntary case or consents to its dissolution
               or winding up;

                         (C)  consents to the appointment of a receiver, interim
               receiver, receiver and manager, liquidator, Trustee or custodian
               of it or for all or substantially all of its property;

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

                         (E)  admits in writing its inability to pay its debts

               as they become due or otherwise admits its insolvency; or

                         (F)  seeks a stay of proceedings against it or proposes
               or gives notice or intention to propose a compromise, arrangement
               or reorganization of any of its debts or obligations under any
               Bankruptcy Law; and

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

                         (A)  is for relief against any Issuer or any Restricted
               Subsidiary that would constitute a Significant Subsidiary or any
               group of Restricted Subsidiaries that, taken together, would
               constitute a Significant Subsidiary Subsidiary; or

                         (B)  appoints a receiver, interim receiver, receiver
               and manager, liquidator, trustee or custodian of any Issuer or
               any Restricted Subsidiary that would constitute a Significant
               Subsidiary or any group of Restricted Subsidiaries that, taken
               together, would constitute a Significant Subsidiary, or for all
               or substantially all of the property of the Issuers or any such
               Restricted Subsidiary; or

                         (C)  orders the liquidation of any Issuer or any
               Restricted Subsidiary that would constitute a Significant
               Subsidiary or any group of Restricted Subsidiaries that, taken
               together, would constitute a Significant Subsidiary;

          and such order or decree remains unstayed and in effect for 60
          consecutive days.

Section 6.02   Acceleration.
               ------------

               If any Event of Default (other than those of the type described
in Section 6.01(ix) or (x)) occurs and is continuing, the Trustee or the Holders
of at least 25% in aggregate principal amount of the then outstanding Notes may
declare the principal of all the Notes, together with all accrued and unpaid
interest, and premium, if any, to be due and payable by notice in writing to the
Issuers and the Trustee specifying the respective Event of Default and that such
notice is a notice of acceleration (the "Acceleration Notice"), and the same
shall become immediately due and payable provided, however, that so long as any
Indebtedness permitted to be incurred pursuant to the Indebtedness under the
Credit Agreement shall be outstanding, the acceleration shall not be effective
until the earlier of (a) an acceleration of any Indebtedness under the Credit
Agreement or (b) five business days after the Issuers' receipt of written notice
of the acceleration of the Notes.

               In the case of an Event of Default specified in Section 6.01(ix)
or (x) hereof, all outstanding Notes shall become due and payable immediately
without further action or notice by the Trustee or the Holders. Holders may not
enforce this Indenture or the Notes except as provided in this Indenture.

                                       55

<PAGE>

               At any time after a declaration of acceleration with respect to
the Notes, the Holders of a majority in aggregate principal amount of the Notes
then outstanding (by notice to the Trustee) may rescind and cancel such
declaration and its consequences if:

               (a)  the rescission would not conflict with any judgment or
decree of a court of competent jurisdiction;

               (b)  all existing Defaults and Events of Default have been cured
or waived except nonpayment of principal of or interest on the Notes that has
become due solely by reason of such declaration of acceleration;

               (c)  to the extent the payment of such interest is lawful,
interest (at the same rate specified in the Notes) on overdue installments of
interest and overdue payments of principal which has become due otherwise than
by such declaration of acceleration has been paid;

               (d)  The Issuers have paid the Trustee its reasonable
compensation and reimbursed the Trustee for its reasonable expenses,
disbursements and advances; and

               (e)  in the event of the cure or waiver of an Event of Default of
the type described in Section 6.01(ix) or (x), the Trustee has received an
Officers' Certificate and Opinion of Counsel that such Event of Default has been
cured or waived.

               In the case of any Event of Default occurring by reason of any
willful action or inaction taken or not taken by any Issuer or on any Issuer's
behalf with the intention of avoiding payment of the premium that the Issuer
would have been required to pay if the Issuer had then elected to redeem the
Notes pursuant to Section 3.07 hereof, an equivalent premium shall also become
and be immediately due and payable to the extent permitted by law upon the
acceleration of the Notes. If an Event of Default occurs prior to June 1, 2007
by reason of any willful action (or inaction) taken (or not taken) by any Issuer
or on any Issuer's behalf with the intention of avoiding the prohibition on
redemption of the Notes prior to June 1, 2007, then the premium specified in
this Indenture shall also become immediately due and payable to the extent
permitted by law upon acceleration of the Notes.

Section 6.03   Other Remedies.
               --------------

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

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

Section 6.04   Waiver of Past Defaults.
               -----------------------

               The Holders of at least a majority in aggregate principal amount
of the Notes then outstanding by notice to the Trustee may on behalf of the
Holders of all of the Notes waive any existing Default or Event of Default, and
its consequences, except a continuing Default or Event of Default in the payment
of the principal of or interest on the Notes (other than the non-payment of
interest on the Notes that became due solely because of the acceleration of the
Notes). Upon any waiver of a Default or Event of Default such Default shall
cease to exist, and any Event of Default arising therefrom shall be deemed cured
for every purpose of this Indenture, but no such waiver shall extend to any
subsequent or other Default or Event of Default or impair any right consequent
thereon.

                                       56

<PAGE>

Section 6.05   Control by Majority.
               -------------------

               Holders of a majority in aggregate principal amount of the Notes
then outstanding shall have the right to direct the time, method and place of
conducting any proceeding for exercising any remedy available to the Trustee or
exercising any trust or power conferred on the Trustee with respect to the
Notes. However, the Trustee may refuse to follow any direction that conflicts
with law or this Indenture or is unduly prejudicial to the rights of other
Holders of Notes. Notwithstanding any provision to the contrary in this
Indenture, the Trustee shall not be obligated to take any action with respect to
the provisions of the last paragraph of Section 6.02 unless directed to do so
pursuant to this Section 6.05.

Section 6.06   Limitation on Suits.
               -------------------

               No Holder shall have any right to institute any proceeding with
respect to this Indenture, or for the appointment of a receiver or trustee, or
for any remedy thereunder, unless:

               (a)  such Holder has previously given to the Trustee written
notice of a continuing Event of Default or the Trustee receives the notice from
the Issuers;

               (b)  Holders of at least 25% in aggregate principal amount of the
Notes then outstanding have made written request to the Trustee to pursue a
remedy;

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

               (d)  the Trustee shall have failed to comply with the request
within 60 days after receipt of the request and the offer and, if requested, the
provision of indemnity; and

               (e)  during the 60-day period the Holder of a majority in
principal amount of the Notes then outstanding shall not have given the Trustee
a direction inconsistent with the request.

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

Section 6.07   Rights of Holders to Receive Payment.
               ------------------------------------

               Notwithstanding any other provision of this Indenture (including,
without limitation, Section 6.06 hereof), the right of any Holder to receive
payment of principal, premium, if any, and interest on the Notes held by such
Holder, on or after the respective due dates expressed in the Notes (including
in connection with an Offer to Purchase), or to bring suit for the enforcement
of any such payment on or after such respective dates, shall not be impaired or
affected without the consent of such Holder.

Section 6.08   Collection Suit by Trustee.
               --------------------------

               If an Event of Default specified in Section 6.01 (i) or (ii)
occurs and is continuing, the Trustee is authorized to recover judgment in its
own name and as trustee of an express trust against the Issuers for the whole
amount of principal of, premium, if any, and interest then due and owing
(together with interest on overdue principal and, to the extent lawful,
interest) and such further amount as shall be sufficient to cover the costs and
expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.

Section 6.09   Trustee May File Proofs of Claim.
               --------------------------------

               The Trustee shall be authorized to file such proofs of claim and
other papers or documents as may be necessary or advisable in order to have the
claims of the Trustee (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel) and
the Holders

                                       57

<PAGE>

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

Section 6.10   Priorities.
               ----------

               Any money collected by the Trustee pursuant to this Article 6
and, after an Event of Default, any other money or property distributable in
respect of the Issuers' and any Guarantor's obligations under this Indenture
shall be paid in the following order:

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

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

               Third: to the Issuers or to such party as a court of competent
jurisdiction shall direct.

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

Section 6.11   Undertaking for Costs.
               ---------------------

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

                                   ARTICLE 7.

                                    TRUSTEE

Section 7.01   Duties of Trustee.
               -----------------

               (a)  If an Event of Default has occurred and is continuing, the
Trustee 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
such Person's own affairs.

                                       58

<PAGE>

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

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

                              (2)  in the absence of bad faith on its part, the
                    Trustee may conclusively rely, as to the truth of the
                    statements and the correctness of the opinions expressed
                    therein, upon certificates or opinions furnished to the
                    Trustee and conforming to the requirements of this
                    Indenture. However, the Trustee shall examine the
                    certificates and opinions, which by any provision hereof are
                    specifically required to be furnished to the Trustee, to
                    determine whether or not they conform to the requirements of
                    this Indenture.

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

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

                              (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; and

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

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

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

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

Section 7.02   Rights of Trustee.
               -----------------

               Subject to Section 7.01:

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

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

                                       59

<PAGE>

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

               (d)  Unless otherwise specifically provided in this Indenture,
any demand, request, direction or notice from the Issuers shall be sufficient if
signed by an Officer of the Issuers. Any resolution of the Board of Directors
shall be sufficiently evidenced by a Board Resolution.

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

               (f)  The Trustee shall not be deemed to have notice, or be
charged with knowledge of any Default or Event of Default unless written notice
of any event which is in fact such a Default or Event of Default is received by
a Responsible Officer of the Trustee at the Corporate Trust Office of the
Trustee from the Issuers or the Holders of 25% in aggregate principal amount of
the outstanding Notes, and such notice references the specific Default or Event
of Default, the Notes and this Indenture.

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

               (h)  The Trustee shall have no duty to inquire as to the
performance of the Issuers' covenants herein.

               (i)  The Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
agents or attorneys and the Trustee shall not be responsible for any misconduct
or negligence on the part of any agent or attorney appointed with due care by it
hereunder.

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

               (k)  The rights, privileges, protections, immunities and benefits
given to the Trustee, including, without limitation, its right to be
indemnified, are extended to, and shall be enforceable by, the Trustee in each
of its capacities hereunder, and to each agent, custodian and other Person
employed to act hereunder.

               (l)  The Trustee may consult with counsel and the written advice
of such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or omitted
by it hereunder in good faith and in reliance thereon.

               (m)  The permissive rights of the Trustee enumerated herein shall
not be construed as duties.

Section 7.03   Individual Rights of Trustee.
               ----------------------------

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

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 Notes, it
shall not be accountable for the Issuers' use of the proceeds from the Notes or
any money paid to the Issuers or upon the Issuers' direction under any provision
of this Indenture, it shall not be responsible for the use or application of any
money received by any Paying Agent other than the Trustee, and it shall

                                       60

<PAGE>

not be responsible for any statement or recital herein or any statement in the
Notes or any other document in connection with the sale of the Notes or pursuant
to this Indenture other than its certificate of authentication.

Section 7.05   Notice of Defaults.
               ------------------

               If a Default or Event of Default occurs and is continuing and if
it is known to the Trustee, the Trustee shall transmit by first-class mail to
Holders as their names and addresses appear in the Security Register a notice of
the Default or Event of Default within 90 days after it occurs, unless such
Default or Event of Default shall have been cured or waived. Except in the case
of a Default or Event of Default in payment of principal of, premium, if any, or
interest on any Note, the Trustee may withhold the notice if and so long as a
committee of its Responsible Officers in good faith determines that withholding
the notice is in the interests of the Holders.

Section 7.06   Reports by Trustee to Holders.
               -----------------------------

               Within 60 days after each May 15 beginning with the May 15
following the date of this Indenture, and for so long as Notes remain
outstanding, the Trustee shall mail to the Holders a brief report dated as of
such reporting date that complies with TIA Section313(a) (but if no event
described in TIA Section313(a) has occurred within the twelve months preceding
the reporting date, no report need be transmitted). The Trustee also shall
comply with TIA Section313(b)(2). The Trustee also shall transmit by mail all
reports as required by TIA Section313(c).

               A copy of each report at the time of its mailing to the Holders
shall be mailed to the Issuers and filed with the Commission and each stock
exchange, if any, on which the Notes are listed in accordance with TIA
Section313(d). The Issuers shall promptly notify the Trustee when the Notes are
listed on any stock exchange and any delisting thereof.

Section 7.07   Compensation and Indemnity.
               --------------------------

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

               The Issuers, jointly and severally, shall indemnify the Trustee,
including in its capacity as any Agent, or any predecessor Trustee including in
its capacity as any Agent for, and hold it harmless against, any and all losses,
claims, damages, penalties, fines, liabilities or expenses, including incidental
and out-of-pocket expenses and reasonable attorneys fees (for purposes of this
Article 7, "losses") incurred by it arising out of or in connection with the
acceptance or administration of its duties under this Indenture, including the
costs and expenses of enforcing this Indenture against the Issuers (including
this Section 7.07) and defending itself against any claim (whether asserted by
the Issuers or any Holder or any other Person) or liability in connection with
the exercise or performance of any of its powers or duties hereunder, except to
the extent such losses may be attributable to its gross negligence or bad faith.
The Trustee shall notify the Issuers promptly of any claim for which it may seek
indemnity. Failure by the Trustee to so notify the Issuers shall not relieve the
Issuers of their Obligations under this Section 7.07, to the extent the Issuers
have not been materially prejudiced thereby. The Issuers shall defend the claim,
and the Trustee shall cooperate in the defense. The Trustee may have separate
counsel if the Trustee has been reasonably advised by counsel that there may be
one or more legal defenses available to it that are different from or additional
to those available to the Issuers and in the reasonable judgment of such counsel
it is advisable for the Trustee to engage separate counsel, and the Issuers
shall pay the reasonable fees and expenses of such counsel. The Issuers need not
pay for any settlement made without their consent, which consent shall not be
unreasonably withheld. The Issuers need not reimburse any expense or indemnify
against any loss incurred by the Trustee through the Trustee's own gross
negligence or willful misconduct.

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<PAGE>

               The obligations of the Issuers and (by virtue of Section 10.01)
the Guarantors under this Section 7.07 shall survive the satisfaction and
discharge of this Indenture, the resignation or removal of the Trustee, payment
in full of the Notes and the termination for any reason of this Indenture.

               To secure the Issuers' payment obligations in this Section, the
Trustee shall have a Lien prior to the Notes on all money or property held or
collected by the Trustee, except that held in trust to pay principal, premium,
if any, and interest on particular Notes. Such Lien shall survive the
satisfaction and discharge of this Indenture, the resignation or removal of the
Trustee, payment in full of the Notes and the termination for any reason of this
Indenture.

               When the Trustee incurs expenses or renders services after an
Event of Default specified in Section 6.01(ix) or (x) hereof occurs, the
expenses and the compensation for the services (including the fees and expenses
of its agents and counsel) are intended to constitute expenses of administration
under any Bankruptcy Law. The Trustee will comply with the provisions of TIA
Section 313(b)(2) to the extent applicable.

Section 7.08   Replacement of Trustee.
               ----------------------

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

               The Trustee may resign in writing at any time upon 30 days' prior
notice to the Issuers and be discharged from the trust hereby created by so
notifying the Issuers. The Holders of a majority in aggregate principal amount
of the then outstanding Notes may remove the Trustee by so notifying the Trustee
and the Issuers in writing. The Issuers may remove the Trustee if:

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

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

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

               (d)  the Trustee becomes incapable of acting.

               If the Trustee resigns or is removed or if a vacancy exists in
the office of Trustee for any reason (the Trustee in such event being referred
to herein as the retiring Trustee), the Issuers shall promptly appoint a
successor Trustee. Within one year after the successor Trustee takes office, the
Holders of a majority in principal amount of the then outstanding Notes may
appoint a successor Trustee to replace the successor Trustee appointed by the
Issuers.

               If a successor Trustee does not deliver its written acceptance of
appointment within 30 days after the retiring Trustee resigns or is removed, the
retiring Trustee, the Issuers, or the Holders of at least 10% in aggregate
principal amount of the then outstanding Notes may petition any court of
competent jurisdiction for the appointment of a successor Trustee.

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

               A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Issuers. Thereupon, 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. The successor Trustee shall mail a notice of its
succession to Holders. Subject to the Lien provided for in Section 7.07 hereof,
the retiring Trustee shall promptly transfer all property held by it as Trustee
to the successor Trustee; provided, however, that all sums owing to the Trustee
hereunder shall have been paid. Notwithstanding replacement of the

                                       62

<PAGE>

Trustee pursuant to this Section 7.08, the Issuers' obligations under Section
7.07 hereof shall continue for the benefit of the retiring Trustee.

               In the case of an appointment hereunder of a separate or
successor Trustee with respect to the Notes, the Issuers, the Guarantors, any
retiring Trustee and each successor or separate Trustee with respect to the
Notes shall execute and deliver an Indenture supplemental hereto (1) which shall
contain such provisions as shall be deemed necessary or desirable to confirm
that all the rights, powers, trusts and duties of any retiring Trustee with
respect to the Notes as to which any such retiring Trustee is not retiring shall
continue to be vested in such retiring Trustee and (2) that shall add to or
change any of the provisions of this Indenture as shall be necessary to provide
for or facilitate the administration of the trusts hereunder by more than one
Trustee, it being understood that nothing herein or in such supplemental
indenture shall constitute such Trustee co-trustees of the same trust and that
each such separate, retiring or successor Trustee shall be Trustee of a trust or
trusts hereunder separate and apart from any trust or trusts hereunder
administered by any such other Trustee.

Section 7.09   Successor Trustee by Merger, etc.
               ---------------------------------

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

Section 7.10   Eligibility; Disqualification.
               -----------------------------

               There shall at all times be a Trustee hereunder that is a Person
organized and doing business under the laws of the United States of America or
of any state thereof that is authorized under such laws to exercise corporate
trustee power, that is subject to supervision or examination by federal or state
authorities and that has a combined capital and surplus of at least $50.0
million (or a wholly-owned Subsidiary of a bank or trust company, or of a bank
holding company, the principal Subsidiary of which is a bank or trust company
having a combined capital and surplus of at least $50.0 million) as set forth in
its most recent published annual report of condition.

               This Indenture shall always have a Trustee who satisfies the
requirements of TIA Section 310(a)(1), (2) and (5). The Trustee is subject to
TIA Section 310(b); provided, however, that there shall be excluded from the
operation of TIA Section 310(b)(1) any Indenture or Indentures under which the
securities or certificates of interest or participation in other securities of
the Issuers or any Guarantor are outstanding if the requirements for such
exclusion set forth in TIA Section 310(b)(1) are met.

               Nothing contained herein shall prevent the Trustee from filing
with the Commission the application referred to in the second to last paragraph
of Section 310(b) of the TIA.

Section 7.11   Preferential Collection of Claims Against Issuers.
               -------------------------------------------------

               The Trustee is subject to TIA Section311(a), excluding any
creditor relationship listed in TIA Section311(b). A Trustee who has resigned or
been removed shall be subject to TIA Section311(a) to the extent indicated
therein.

                                   ARTICLE 8.

                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01   Option to Effect Legal Defeasance or Covenant Defeasance.
               --------------------------------------------------------

               The Issuers may, at their option and at any time, elect to have
either Section 8.02 or 8.03 hereof be applied to all outstanding Notes upon
compliance with the conditions set forth in this Article 8.

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<PAGE>

Section 8.02   Legal Defeasance and Discharge.
               ------------------------------

               Upon the Issuers' exercise under Section 8.01 hereof of the
option applicable to this Section 8.02, the Issuers shall, subject to the
satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to
have been discharged from their Obligations with respect to all outstanding
Notes on the date the conditions set forth below are satisfied (hereinafter,
"Legal Defeasance") and each Guarantor shall be released from all of its
Obligations under its guarantee. For this purpose, Legal Defeasance means that
the Issuers shall be deemed to have paid and discharged the entire Indebtedness
represented by the outstanding Notes, which shall thereafter be deemed to be
"outstanding" only for the purposes of Section 8.05 hereof and the other
Sections of this Indenture referred to in (a), (b) and (d) below, and to have
satisfied all its other Obligations under the Notes and this Indenture (and the
Trustee, on demand of and at the expense of the Issuers, shall execute proper
instruments acknowledging the same), except for the following provisions which
shall survive until otherwise terminated or discharged hereunder: (a) the rights
of Holders of outstanding Notes to receive solely from the trust fund described
in Section 8.04 hereof, and as more fully set forth in such Section, payments in
respect of the principal of, premium, if any, or interest on such Notes when
such payments are due, (b) the Issuers' Obligations with respect to such Notes
under Article 2 and Sections 4.01 and 4.02 hereof, (c) the rights, powers,
trusts, duties and immunities of the Trustee hereunder (including under Section
7.07) and the Issuers' and the Guarantors' Obligations in connection therewith
and (d) this Article 8. If the Issuers exercise under Section 8.01 hereof the
option applicable to this Section 8.02, subject to the satisfaction of the
conditions set forth in Section 8.04 hereof, payment of the Notes may not be
accelerated because of an Event of Default. Subject to compliance with this
Article 8, the Issuers may exercise their option under this Section 8.02
notwithstanding the prior exercise of its option under Section 8.03 hereof.

Section 8.03   Covenant Defeasance.
               -------------------

               Upon the Issuers' exercise under Section 8.01 hereof of the
option applicable to this Section 8.03, the Issuers shall, subject to the
satisfaction of the conditions set forth in Section 8.04 hereof, be released
from their Obligations under the covenants contained in Sections 4.05 and 4.06
and 4.09 through 4.18 hereof, and the operation of Sections 5.01(a)(4) and
5.01(b)(4) hereof, with respect to the outstanding Notes on and after the date
the conditions set forth in Section 8.04 hereof are satisfied (hereinafter,
"Covenant Defeasance") and each Guarantor shall be released from all of its
Obligations under its guarantee with respect to such covenants in connection
with such outstanding Notes and the Notes shall thereafter be deemed not
"outstanding" for the purposes of any direction, waiver, consent or declaration
or act of Holders (and the consequences of any thereof) in connection with such
covenants, but shall continue to be deemed "outstanding" for all other purposes
hereunder (it being understood that such Notes shall not be deemed outstanding
for accounting purposes). For this purpose, Covenant Defeasance means that, with
respect to the outstanding Notes, the Issuers and the Guarantors 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 hereof, but, except as specified above, the
remainder of this Indenture and such Notes shall be unaffected thereby. If the
Issuers exercise under Section 8.01 hereof the option applicable to this Section
8.03, subject to the satisfaction of the conditions set forth in Section 8.04
hereof, payment of the Notes may not be accelerated because of an Event of
Default specified in clause (iii) (with respect to the covenants contained in
Sections 4.09 or 4.10 hereof, (iv) (with respect to the covenants contained in
sections 4.12 or 4.17 or Section 5.01(a)(4) or 5.01(b)(4) hereof), (v), (vi),
(vii), (ix) and (x) of such Section 6.01 (but in the case of (ix) and (x) of
Section 6.01 hereof, with respect to Restricted Subsidiaries only) or because of
the Issuers' failure to comply with Section 5.01(a)(4) or 5.01(b)(4) hereof.

Section 8.04   Conditions to Legal or Covenant Defeasance.
               ------------------------------------------

               The following shall be the conditions to the application of
either Section 8.02 or 8.03 hereof to the outstanding Notes.

               In order to exercise Legal Defeasance or Covenant Defeasance:

               (a)  The Issuers shall irrevocably deposit with the Trustee, in
trust, for the benefit of the Holders cash in U.S. dollars, non-callable
Government Securities, or a combination thereof, in such amounts as shall

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be sufficient, in the opinion of a nationally recognized firm of independent
public accountants, to pay the principal of, and premium, if any, and interest
on the outstanding Notes on the Stated Maturity or on the applicable redemption
date, as the case may be, and the Issuers must specify whether the Notes are
being defeased to maturity or to a particular redemption date;

               (b)  in the case of Legal Defeasance, the Issuers shall deliver
to the Trustee an Opinion of Counsel confirming that (i) the Issuers have
received from, or there has been published by, the Internal Revenue Service a
ruling or (ii) since the date of this Indenture, there has been a change in the
applicable federal income tax law, in either case to the effect that, and based
thereon such Opinion of Counsel shall confirm that, the Holders of the
outstanding Notes shall not recognize income, gain or loss for federal income
tax purposes as a result of such Legal Defeasance and shall be subject to
federal income tax on the same amounts, in the same manner and at the same times
as would have been the case if such Legal Defeasance had not occurred;

               (c)  in the case of Covenant Defeasance, the Issuers shall
deliver to the Trustee an Opinion of Counsel confirming that Holders of the
outstanding Notes shall not recognize income, gain or loss for federal income
tax purposes as a result of such Covenant Defeasance and shall be subject to
federal income tax on the same amounts, in the same manner and at the same times
as would have been the case if such Covenant Defeasance had not occurred;

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

               (e)  such Legal Defeasance or Covenant Defeasance shall not
result in a breach or violation of, or constitute a Default under, any material
agreement or instrument (other than this Indenture), to which the Issuers or any
of their Subsidiaries are parties or by which the Issuers or any of their
Subsidiaries are bound;

               (f)  the Issuers shall have delivered to the Trustee an Officers'
Certificate stating that the deposit was not made by the Issuers with the intent
of preferring the Holders of Notes over the other creditors of the Issuers with
the intent of defeating, hindering, delaying or defrauding creditors of the
Issuers or others;

               (g)  the Issuers shall deliver to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent relating to the Legal Defeasance or the Covenant Defeasance have been
satisfied.

               Notwithstanding the foregoing, the Opinion of Counsel required by
clause (b) or (c) above need not be delivered if at such time all outstanding
Notes have been irrevocably called for redemption. In the case of Legal
Defeasance, the note guarantees, if any, shall terminate and in the case of
Covenant Defeasance the note guarantees, if any, shall terminate with respect to
such covenants.

Section 8.05   Deposited Cash and Government Securities to be Held in Trust;
               -------------------------------------------------------------
               Other Miscellaneous Provisions.
               ------------------------------

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

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

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               Anything in this Article 8 to the contrary notwithstanding,
except in the case of an Event of Default the Trustee shall deliver or pay to
the Issuers, subject, nevertheless, to the Lien provided for in Section 7.07,
from time to time upon the request of the Issuers any cash or non-callable
Government Securities held by it as provided in Section 8.04 hereof which, in
the opinion of a nationally recognized firm of independent certified public
accountants of recognized international standing expressed in a written
certification thereof delivered to the Trustee (which may be the certification
delivered under Section 8.04(a) hereof), are in excess of the amount thereof
that would then be required to be deposited to effect an equivalent Legal
Defeasance or Covenant Defeasance.

Section 8.06   Repayment to Issuers.
               --------------------

               The Trustee shall  promptly,  and in any event,  no later than
two (2) Business  Days,  pay to the Issuers  after  request  therefor any excess
money held with respect to the Notes at such time in excess of amounts  required
to pay any of the Issuers' Obligations then owing with respect to the Notes.

               Any cash or non-callable Government Securities deposited with the
Trustee or any Paying Agent, or then held by the Issuers, in trust for the
payment of the principal, premium, if any, or interest on any Note and remaining
unclaimed for one year after such principal, premium, if any, or interest has
become due and payable shall be paid to the Issuers on their request or (if then
held by the Issuers) shall be discharged from such trust; and the Holder shall
thereafter, as an unsecured creditor, look only to the Issuers for payment
thereof, and all liability of the Trustee or such Paying Agent with respect to
such cash and securities, and all liability of the Issuers as Trustee thereof,
shall thereupon cease; provided, however, that the Trustee or such Paying Agent,
before being required to make any such repayment, may at the expense of the
Issuers cause to be published once, in The New York Times and The Wall Street
Journal (national edition), notice that such cash and securities remains
unclaimed and that, after a date specified therein, which shall not be less than
30 days from the date of such notification or publication, any unclaimed balance
of such cash and securities then remaining shall be repaid to the Issuers.

Section 8.07   Reinstatement.
               -------------

               If the Trustee or Paying Agent is unable to apply any cash or
non-callable Government Securities in accordance with Section 8.02 or 8.03
hereof, as the case may be, by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Issuers' Obligations under this Indenture and the Notes
shall be revived and reinstated as though no deposit had occurred pursuant to
Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is
permitted to apply all such cash and securities in accordance with Section 8.02
or 8.03 hereof, as the case may be; provided, however, that, if the Issuers make
any payment of principal of, premium, if any, or interest on any Note following
the reinstatement of their Obligations, the Issuers shall be subrogated to the
rights of the Holders to receive such payment from the cash and securities held
by the Trustee or Paying Agent.

                                   ARTICLE 9.

                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01   Without Consent of Holders of Notes.
               -----------------------------------

               Notwithstanding Section 9.02 of this Indenture, the Issuers, the
Guarantors and the Trustee may amend or supplement this Indenture or the Notes
without the consent of any Holder to:

               (a)  cure any ambiguity, defect or inconsistency or to correct a
manifest error;

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

               (c)  provide for the assumption of the Issuers' or a Guarantor's
Obligations to Holders in the case of a merger or consolidation or sale of all
or substantially all of the assets of the Issuers or such Guarantor;

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<PAGE>

               (d)  make any change that would provide any additional rights or
benefits to the Holders or that does not adversely affect the legal rights under
this Indenture of any such Holder;

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

               (f)  to comply with the rules of any applicable securities
depositary;

               (g)  to add guarantees with respect to Notes or to secure the
Notes;

               (h)  to add to the covenants of the Issuers or any Guarantor for
the benefit of the Holders or surrender any right or power conferred upon the
Issuers or any Guarantor;

               (i)  to evidence and provide for the acceptance and appointment
under this Indenture of a successor Trustee pursuant to the requirements
thereof; or

               (j)  to conform the text of this Indenture or the Note to any
provision of the Description of Notes contained in the Offering Memorandum,
dated June 9, 2003, relating to the issuance of the Notes, to the extent that
such provision in the Description of Notes was intended to be a verbatim
recitation of a provision of this Indenture, the Subsidiary Guarantees or the
Notes.

Section 9.02   With Consent of Holders of Notes.
               --------------------------------

               Except as provided below in this Section 9.02, the Issuers, a
Guarantor and the Trustee may amend or supplement this Indenture (including
without limitation, Sections 3.09, 4.12 and 4.17 hereof) and the Notes with the
consent of the Holders of at least a majority in aggregate principal amount of
the Notes, including Additional Notes, if any then outstanding, voting as a
single class (including, without limitation, consents obtained in connection
with a purchase of, or tender offer or Exchange Offer for, the Notes), and,
subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of
Default (except a continuing Default or Event of Default (i) in the payment of
principal, premium, if any, interest, if any, on the Notes and (ii) in respect
of a covenant or provision which under this Indenture cannot be modified or
amended without the consent of the Holder of each Note affected by such
modification or amendment) or compliance with any provision of this Indenture or
the Notes may be waived with the consent of the Holders of at least a majority
in aggregate principal amount of the Notes, including Additional Notes, if any,
then outstanding, voting as a single class (including consents obtained in
connection with a purchase of, or tender offer or exchange offer for, the
Notes).

               Without the consent of each Holder, an amendment or waiver under
this Section 9.02 may not (with respect to any Notes held by a non-consenting
Holder):

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

               (b)  reduce the principal of or change the Stated Maturity of any
Note or alter the provisions with respect to the redemption or repurchase of the
Notes, including provisions (and applicable definitions) relating to the
provisions under Section 4.12 or 4.17 hereof other than amendments effective
prior to the occurrence of the event that would otherwise give rise to such
repurchase obligation;

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

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

               (e)  make any Note payable in money other than that stated in
such Note;

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<PAGE>

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

               (g)  waive a redemption or repurchase payment with respect to any
Note, including a payment required by the provisions under Sections 3.09, 4.12
and 4.17 hereof;

               (h)  make any change in any Subsidiary Guarantees that would
adversely affect the Holders or release any Guarantor from any of its
Obligations under its Subsidiary Guarantee or this Indenture, except in
accordance with the terms of this Indenture; or

               (i)  make any change in the preceding amendment and waiver
provisions.

               In addition, any amendment to, or waiver of, the provision of the
Indenture relating to subordination that adversely affects the rights of Holders
of the Notes shall require the consent of the Holders of at least 75% in
aggregate principal amount then outstanding.

               The Issuers may, but shall not be obligated to, fix a record date
for the purpose of determining the Persons entitled to consent to any
supplemental indenture. If a record date is fixed, the Holders on such record
date, or their duly designated proxies, and only such Persons, shall be entitled
to consent to such supplemental indenture, whether or not such Holders remain
Holders after such record date; provided that unless such consent shall have
become effective by virtue of the requisite percentage having been obtained
prior to the date which is 120 days after such record date, any such consent
previously given shall automatically and without further action by any Holder be
cancelled and of no further effect.

               It shall not be necessary for the consent of the Holders under
this Section 9.02 to approve the particular form of any proposed amendment 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 Issuers shall mail to the Holder of each Note affected
thereby to such Holder's address appearing in the Security Register a notice
briefly describing the amendment, supplement or waiver. Any failure of the
Issuers to mail such notice, or any defect therein, shall not, however, in any
way impair or affect the validity of any such amended or supplemental indenture
or waiver.

Section 9.03   Compliance with Trust Indenture Act.
               -----------------------------------

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

Section 9.04   Revocation and Effect of Consents.
               ---------------------------------

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

Section 9.05   Notation on or Exchange of Notes.
               --------------------------------

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

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<PAGE>

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

Section 9.06   Trustee to Sign Amendments, etc.
               --------------------------------

               The Trustee shall sign any amended or supplemental indenture
authorized pursuant to this Article 9 if the amendment or supplement does not
adversely affect the rights, duties, liabilities or immunities of the Trustee.
The Issuers may not sign an amendment or supplemental indenture until the Board
of Directors approves it. In executing any amended or supplemental indenture,
the Trustee shall be entitled to receive, in addition to the documents required
by Section 13.04, and (subject to Section 7.01 hereof) shall be fully protected
in relying upon an Officers' Certificate and an Opinion of Counsel stating that
the execution of such amended or supplemental indenture is authorized or
permitted by this Indenture and that such amended or supplemental indenture is
the legal, valid and binding obligation of the Issuers enforceable against them
in accordance with its terms, subject to customary exceptions and that such
amended or supplemental indenture complies with the provisions hereof (including
Section 9.03 hereof).

                                   ARTICLE 10.

                                   GUARANTEES

Section 10.01  Guarantee.
               ---------

               Subject to this Article 10 and Article 11, the Guarantors hereby
unconditionally guarantee, jointly and severally, on a senior subordinated basis
to each Holder authenticated and delivered by the Trustee and to the Trustee and
its successors and assigns the due and punctual payment of the principal of,
premium, if any, and interest on the Notes, subject to any applicable grace
period, whether at Stated Maturity, by acceleration, redemption or otherwise,
the due and punctual payment of interest on the overdue principal and premium,
if any, and to the extent permitted by law, interest, and the due and punctual
performance of all other Obligations of the Issuers to the Holders and the
Trustee under this Indenture, the Registration Rights Agreement or any other
agreement with or for the benefit of the Holder or the Trustee, all in
accordance with the terms hereof and thereof. Each Guarantor agrees that this is
a guarantee of payment and not a guarantee of collection.

               Each Guarantor hereby agrees that its Obligations with regard to
its guarantee shall be joint and several, unconditional, irrespective of the
validity or enforceability of the Notes or the Obligations of the Issuers under
this Indenture, the absence of any action to enforce the same, the recovery of
any judgment against the Issuers or any other obligor with respect to this
Indenture, or the Notes, any action to enforce the same or any other
circumstances (other than complete performance) which might otherwise constitute
a legal or equitable discharge or defense of a Guarantor. Each Guarantor
further, to the extent permitted by law, waives and relinquishes all claims,
rights and remedies accorded by applicable law to guarantors and agrees not to
assert or take advantage of any such claims, rights or remedies, including, but
not limited to: (a) any right to require any of the Trustee, the Holders or the
Issuers (each a "Benefited Party"), as a condition of payment or performance by
such Guarantor, to first (1) proceed against the Issuers, any other Guarantor or
any other Person, (2) proceed against or exhaust any security held from the
Issuers, any such other guarantor or any other Person, (3) proceed against or
have resort to any balance of any deposit account or credit on the books of any
Benefited Party in favor of the Issuers or any other Person, or (4) pursue any
other remedy in the power of any Benefited Party whatsoever; (b) any defense
arising by reason of the incapacity, lack of authority or any disability or
other defense of the Issuers, including any defense based on or arising out of
the lack of validity or the unenforceability of the Obligations under the
guarantees or any agreement or instrument relating thereto or by reason of the
cessation of the liability of the Issuers from any cause other than payment in
full of the Obligations under the guarantees; (c) any defense based upon any
statute or rule of law which provides that the obligation of a surety must be
neither larger in amount nor in other respects more burdensome than that of the
principal; (d) any defense based upon any Benefited Party's errors or omissions
in the administration of the Obligations under the guarantees, except behavior
which amounts to bad faith; (e)(1) any principles or provisions of law,
statutory or otherwise, which are or might be in conflict with the terms of the
guarantees and any legal or equitable discharge of such Guarantor's Obligations
hereunder, (2) the benefit of any statute of limitations affecting such
Guarantor's liability hereunder or the enforcement hereof, (3) any rights to
set-

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<PAGE>

offs, recoupments and counterclaims and (4) promptness, diligence and any
requirement that any Benefited Party protect, secure, perfect or insure any
security interest or lien or any property subject thereto; (f) notices, demands,
presentations, protests, notices of protest, notices of dishonor and notices of
any action or inaction, including acceptance of the guarantees, notices of
Default under the Notes or any agreement or instrument related thereto, notices
of any renewal, extension or modification of the Obligations under the
guarantees or any agreement related thereto, and notices of any extension of
credit to the Issuers and any right to consent to any thereof; (g) to the extent
permitted under applicable law, the benefits of any "One Action" rule and (h)
any defenses or benefits that may be derived from or afforded by law which limit
the liability of or exonerate Guarantors or sureties, or which may conflict with
the terms of the guarantees. Except to the extent expressly provided herein,
including Sections 8.02, 8.03 and 10.05 hereof, each Guarantor hereby covenants
that its guarantee shall not be discharged except by complete performance of the
Obligations contained in its guarantee and this Indenture.

               If any Holder or the Trustee is required by any court or
otherwise to return to the Issuers, the Guarantors or any custodian, trustee,
liquidator or other similar official acting in relation to either the Issuers or
the Guarantors, any amount paid by either to the Trustee or such Holder, this
guarantee, to the extent theretofore discharged, shall be reinstated in full
force and effect.

               Each Guarantor agrees that it shall not be entitled to any right
of subrogation in relation to the Holders in respect of any Obligations
guaranteed hereby until payment in full of all Obligations guaranteed hereby.
Each Guarantor further agrees that, as between the Guarantors, on the one hand,
and the Holders and the Trustee, on the other hand, (x) the maturity of the
Obligations guaranteed hereby may be accelerated as provided in Section 6.02
hereof for the purposes of this guarantee, notwithstanding any stay, injunction
or other prohibition preventing such acceleration in respect of the Obligations
guaranteed hereby and (y) in the event of any declaration of acceleration of
such Obligations as provided in Section 6.02 hereof, such Obligations (whether
or not due and payable) shall forthwith become due and payable by the Guarantors
for the purpose of this guarantee. The Guarantors shall have the right to seek
contribution from any non-paying Guarantor so long as the exercise of such right
does not impair the rights of the Holders under the guarantee.

               Each Guarantor agrees, and each Holder by accepting a Guarantee
agrees, that the Obligations of each Guarantor under its Guarantee pursuant to
this Article 10, other than its obligation in respect of amounts due under
Section 7.07, shall be junior and subordinated to the Senior Debt of such
Guarantor (including without limitation, guarantees of Obligations arising under
the Credit Agreement) on the same basis as the Notes are junior and subordinated
to the Senior Debt. For purposes of the foregoing sentence, the Trustee and the
Holders shall have the rights to receive and/or retain payments by any of the
Guarantors, or to take or sustain any enforcement actions with respect to such
Guarantees, only at such time as they may receive and/or retain payments or
undertake and sustain enforcement actions in respect of the Notes pursuant to
Article 11.

Section 10.02  Limitation on Guarantor Liability.
               ---------------------------------

               (a)  Each Guarantor, and each Holder by its acceptance of Notes,
hereby confirms that it is the intention of all such parties that the guarantee
of such Guarantor not constitute a fraudulent transfer or conveyance for
purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform
Fraudulent Transfer Act or any similar federal or state law to the extent
applicable to any guarantee. To effectuate the foregoing intention, the Trustee,
the Holders and the Guarantors hereby irrevocably agree that each Guarantor's
liability shall be that amount from time to time equal to the aggregate
liability of such Guarantor under the guarantee, but shall be limited to the
lesser of (a) the aggregate amount of the Issuers' Obligations under the Notes
and this Indenture or (b) the amount, if any, which would not have (1) rendered
the Guarantor "insolvent" (as such term is defined in the Federal Bankruptcy
Code and in the Debtor and Creditor Law of the State of New York) or (2) left it
with unreasonably small capital at the time its guarantee with respect to the
Notes was entered into, after giving effect to the incurrence of Existing
Indebtedness immediately before such time; provided, however, it shall be a
presumption in any lawsuit or proceeding in which a Guarantor is a party that
the amount guaranteed pursuant to the guarantee with respect to the Notes is the
amount described in clause (a) above unless any creditor, or representative of
creditors of the Guarantor, or debtor in possession or Trustee in bankruptcy of
the Guarantor, otherwise proves in a lawsuit that the aggregate liability of the
Guarantor is limited to the amount described in clause (b).

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<PAGE>

               (b)  In making any determination as to the solvency or
sufficiency of capital of a Guarantor in accordance with the proviso of Section
10.2(a) hereof, the right of each Guarantor to contribution from other
Guarantors and any other rights such Guarantor may have, contractual or
otherwise, shall be taken into account.

               (c)  Execution and Delivery of Guarantee.

               To evidence its guarantee set forth in Section 10.01 hereof, each
Guarantor hereby agrees that a notation of such guarantee in substantially the
form included in Exhibit E attached hereto shall be endorsed by an Officer of
such Guarantor on each Note authenticated and delivered by the Trustee and that
this Indenture shall be executed on behalf of such Guarantor by its President or
one of its Vice Presidents.

               Each Guarantor hereby agrees that its guarantee set forth in
Section 10.01 hereof shall remain in full force and effect notwithstanding any
failure to endorse on each Note a notation of such guarantee.

               If an Officer whose signature is on this Indenture or on the
guarantee no longer holds that office at the time the Trustee authenticates the
Note on which a guarantee is endorsed, the guarantee shall be valid
nevertheless.

               The delivery of any Note by the Trustee, after the authentication
thereof hereunder, shall constitute due delivery of the guarantee set forth in
this Indenture on behalf of the Guarantors.

Section 10.03  Guarantors May Consolidate, etc., on Certain Terms.
               --------------------------------------------------

               Except as otherwise provided in Section 10.05 hereof, no
Guarantor may consolidate with or merge with or into (whether or not such
Guarantor is the surviving person) another Person whether or not affiliated with
such Guarantor unless:

               (a)  subject to Section 10.05 hereof, the Person formed by or
surviving any such consolidation or merger (if other than a Guarantor or the
Issuers) unconditionally assumes all the Obligations of such Guarantor, pursuant
to a supplemental indenture under this Indenture, the guarantee and any
Registration Rights Agreements on the terms set forth herein or therein; and

               (b)  Guarantor complies with the requirements of Article 5
hereof.

               In case of any such consolidation, merger, sale or conveyance and
upon the assumption by the successor Person, by supplemental indenture, executed
and delivered to the Trustee, of the guarantee endorsed upon the Notes and the
due and punctual performance of all of the covenants and conditions of this
Indenture to be performed by Guarantor, such successor Person shall succeed to
and be substituted for Guarantor with the same effect as if it had been named
herein as a Guarantor. Such successor Person thereupon may cause to be signed
any or all of the guarantees to be endorsed upon all of the Notes issuable
hereunder which theretofore shall not have been signed by the Issuers and
delivered to the Trustee. All the guarantees so issued shall in all respects
have the same legal rank and benefit under this Indenture as the guarantees
theretofore and thereafter issued in accordance with the terms of this Indenture
as though all of such guarantees had been issued at the date of the execution
hereof.

               Except as set forth in Articles 4 and 5 hereof, and
notwithstanding clauses (a) and (b) above, nothing contained in this Indenture
or in any of the Notes shall prevent any consolidation or merger of a Guarantor
with or into the Issuers or another Guarantor, or shall prevent any sale or
conveyance of the property of a Guarantor as an entirety or substantially as an
entirety to the Issuers or another Guarantor.

Section 10.04  Releases Following Sale of Assets.
               ---------------------------------

               The Subsidiary Guarantee of a Guarantor shall be released:

                                       71

<PAGE>

               (a)  solely as to the purchaser in connection with any sale or
other disposition of all or substantially all of the assets of that Guarantor to
a Person that is not (either before or after giving effect to such transaction)
a Subsidiary of the Issuers, if the sale or other disposition complies with
Section 4.12;

               (b)  in connection with any sale of all of the Capital Stock of a
Guarantor (including by way of merger or consolidation) to a Person that is not
(either before or after giving effect to such transaction) a Subsidiary of the
Issuers, if the sale complies with Section 4.12;

               (c)  if the Issuers designate any Restricted Subsidiary that is a
Guarantor as an Unrestricted Subsidiary in accordance with the applicable
provisions of this Indenture; or

               (d)  to the extent provided under Article 8 and Article 12.

               Any Guarantor not released from its Obligations under its
guarantee shall remain liable for the full amount of principal of and interest
on the Notes and for the other Obligations of any Guarantor under this
Indenture.

                                   ARTICLE 11.

                                  SUBORDINATION

Section 11.01  Agreement to Subordinate.
               ------------------------

               The Issuers and each Guarantor agrees, and each Holder by
accepting a Note agrees, that the Indebtedness evidenced by, and all "payments"
on and "distributions" on or with respect to, the Notes (including any
obligation to repurchase the Notes) and any Subsidiary Guarantees, is
subordinated in right of payment, to the extent and in the manner provided in
this Article 11, to the prior payment in full in cash of all Senior Debt
(including interest after the commencement of any bankruptcy proceeding at the
rate specified in the applicable Senior Debt) (whether outstanding on the date
hereof or hereafter created, incurred, assumed or guaranteed). This Article 11
shall constitute a continuing agreement with all Persons who become holders of,
or continue to hold Senior Debt, and such provisions are made for the benefit of
the holders of Senior Debt.

Section 11.02  Liquidation; Dissolution; Bankruptcy.
               ------------------------------------

               Upon any payment or distribution of the assets of an Issuer or a
Guarantor to creditors of the Issuer or the relevant Guarantor (1) in a
liquidation or dissolution of the Issuer or the Guarantor, (2) in a bankruptcy,
reorganization, insolvency, receivership or similar proceeding relating to the
Issuer or the Guarantor or its respective property, (3) in an assignment for the
benefit of creditors of the Issuer or Guarantor or (4) any marshaling of assets
and liabilities of the Issuer or any Guarantor, the holders of Senior Debt shall
be entitled to receive payment in full in cash of all Obligations due in respect
of such Senior Debt (including interest after the commencement of any such
proceeding at the rate specified in the applicable Senior Debt), including,
without limitation, in the case of Senior Debt under the Credit Agreement
(including interest after the commencement of any such proceeding at the rate
specified in the Credit Agreement) whether or not the claim for such interest is
allowed as a claim after such bankruptcy filing, before the Holders shall be
entitled to receive any payment or distribution with respect to the Notes or
Subsidiary Guarantees, and until all Obligations with respect to Senior Debt are
paid in full in cash, any payment or distribution to which the Holders would be
entitled but for this Article 11 shall be made to the holders of Senior Debt
(except that Holders may receive and retain Permitted Junior Securities and
payments made from the trust described under Article 8 or Section 12.02 if such
funds were deposited in accordance with, and to the extent permitted by, this
Article 11).

Section 11.03  Default on Designated Senior Debt.
               ---------------------------------

               (a)  Neither the Issuers nor any Subsidiary Guarantor may make
any payment in respect of the Notes (except in Permitted Junior Securities or
from the trust described under Article 8 hereof) if:

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<PAGE>

               (1)  a payment Default on Designated Senior Debt occurs and is
               continuing beyond any applicable grace period; or

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

               (b)  Payments on the Notes or the guarantees may and shall be
               resumed:

                    (i)  in the case of a payment Default on Designated Senior
     Debt, upon the date on which such default is cured or waived; and

                    (ii) in the case of a nonpayment Default on Designated
     Senior Debt, upon the earlier of (1) the date on which such nonpayment
     Default is cured or waived or (2) 179 days after the date on which the
     applicable Payment Blockage Notice is received, unless the maturity of any
     Designated Senior Debt has been accelerated.

               (c)  No new Payment Blockage Notice shall be delivered unless and
until (i) 360 days have elapsed since the delivery of the immediately prior
Payment Blockage Notice and (ii) all scheduled payments of principal, interest
and premium on the Notes that have come due have been paid in full in cash. No
nonpayment default on Designated Senior Debt that existed or was continuing on
the date of delivery of any Payment Blockage Notice to the Trustee shall be, or
be made, the basis for a subsequent Payment Blockage Notice unless such default
shall have been waived for a period of not less than 90 days. Following the
expiration of any period during which the Issuers or the Guarantors are
prohibited from making payments on the Notes pursuant to a Payment Blockage
Notice, the Issuers or the Guarantors shall be obligated to resume making any
and all required payments in respect of the Notes, including any missed
payments, unless the maturity of any Designated Senior Debt has been
accelerated, and such acceleration remains in full force and effect.

               (d)  The Issuers shall give prompt written notice to the Trustee
of any default in the payment of any Senior Debt or any acceleration under any
Senior Debt or under any agreement pursuant to which Senior Debt may have been
issued. Failure to give such notice shall not affect the subordination of the
Notes to the Senior Debt or the application of the other provisions provided in
this Article Eleven.

               (e)  So long as any Indebtedness is outstanding under the Credit
Agreement, only the agent under such Credit Agreement shall be permitted to
deliver a Payment Blockage Notice or to otherwise act as the Representative of
the holders of Designated Senior Debt.

Section 11.04  Acceleration of Notes.
               ---------------------

               If payment of the Notes is accelerated because of an Event of
Default, the Issuers shall promptly notify holders of Senior Debt (including,
without limitation, the agent under the Credit Agreement) or the Representative
of the acceleration.

Section 11.05  When Distribution Must Be Paid Over.
               -----------------------------------

               In the event that the Trustee receives or is holding, or any
Holder receives, any payment or distribution with respect to the Notes or any
Subsidiary Guarantee of the Notes, and such payment is prohibited by Section
11.02 or 11.03 hereof, such payment or distribution shall be held by the Trustee
or such Holder, in trust for the benefit of, and shall be paid forthwith over
and delivered to, the holders of Senior Debt as their interests may appear or
their Representative under the Credit Agreement or other agreement (if any)
pursuant to which Senior Debt may have been issued, as their respective
interests may appear, for application to the payment of all Obligations with
respect to the Senior Debt remaining unpaid to the extent necessary to pay such
Obligations in full in cash in accordance with their terms, after giving effect
to any concurrent payment or distribution to or for the holders of Senior Debt.

                                       73

<PAGE>

               With respect to the holders of Senior Debt, the Trustee
undertakes to perform only such obligations on the part of the Trustee as are
specifically set forth in this Article 11, and no implied covenants or
obligations with respect to the holders of Senior Debt shall be read into this
Indenture against the Trustee. The Trustee shall not be deemed to owe any
fiduciary duty to the holders of Senior Debt, and shall not be liable to any
such holders if the Trustee shall mistakenly pay over or distribute to or on
behalf of Holders or the Issuers, any Guarantor, or any other Person money or
assets to which any holders of Senior Debt shall be entitled by virtue of this
Article 11, unless a Responsible Officer of the Trustee has received a Payment
Blockage Notice and such payment is made as a result of the willful misconduct
or gross negligence of the Trustee.

Section 11.06  Notice by the Issuers.
               ---------------------

               The Issuers shall promptly notify the Trustee and the Paying
Agent of any facts known to the Issuers that would cause a payment of any
Obligations with respect to the Notes or guarantees to violate this Article 11,
but failure to give such notice shall not affect the subordination of the Notes
or the guarantees to the Senior Debt as provided in Articles 10 and 11.

Section 11.07  Subrogation.
               -----------

               After all Senior Debt is paid in full in cash and until the Notes
are paid in full, Holders shall be subrogated (equally and ratably with all
other Indebtedness pari passu with the Notes) to the rights of holders of Senior
Debt to receive distributions applicable to Senior Debt. A distribution made
under this Article 11 to holders of Senior Debt that otherwise would have been
made to Holders is not, as between the Issuers and Holders, a payment by the
Issuers on the Notes.

               If any payment or distribution to which the Holders would
otherwise have been entitled but for the provisions of this Article 11 shall
have been applied, pursuant to the provisions of this Article 11, to the payment
of all amounts payable under the Senior Debt, then and in such case the Holders
shall be entitled to receive from the holders of such Senior Debt at the time
outstanding any payments or distributions received by such holders of such
Senior Debt in excess of the amount sufficient to pay all amounts payable under
or in respect of such Senior Debt in full in cash; provided, however, that such
payments or distributions shall be paid first pro rata to Holders that
previously paid amounts and then pro rata to all Holders.

Section 11.08  Relative Rights.
               ---------------

               This Article 11 defines the relative rights of Holders and
holders of Senior Debt. Nothing in this Indenture shall:

               (a)  impair, as between the Issuers and Holders, the Obligation
of the Issuers, which is absolute and unconditional, to pay principal, premium
and interest on the Notes in accordance with their terms;

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

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

               If the Issuers fail because of this Article 11 to pay principal,
premium and interest on a Note on the due date, the failure is still a Default.

Section 11.09  Subordination May Not Be Impaired by the Issuers.
               ------------------------------------------------

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

                                       74

<PAGE>

               Subject to the other provisions of this Indenture, the holders of
the Senior Debt may, at any time and from time to time, without the consent of
or notice to the Trustee or the Holders, without incurring responsibility to the
Holders, and without impairing or releasing the subordination provided in
Articles 10 and 11, or the obligations hereunder of the Holders to the holders
of the Senior Debt, do any one or more of the following: (a) change in the
manner, place, or terms of payment, or extend the time of payment of, or renew
or alter, Senior Debt or any instrument evidencing the same or any agreement
under which the Senior Debt is outstanding or secured; (b) sell, exchange,
release, or otherwise deal with any property pledged, mortgaged, or otherwise
securing the Senior Debt; (c) release any Person liable in any manner for the
collection of Senior Debt; and (d) exercise or refrain from exercising any
rights against the Issuers, the Guarantor or any other Person; provided,
however, that this provision shall not in any way permit the Issuers or any
Guarantor to take any action otherwise prohibited by this Indenture.

Section 11.10  Distribution or Notice to Representative.
               ----------------------------------------

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

               Upon any payment or distribution of assets of the Issuers or any
Guarantor referred to in this Article 11, the Trustee and the Holders shall be
entitled to rely upon any order or decree made by any court of competent
jurisdiction or upon any certificate of such Representative or of the
liquidating trustee or agent or other Person making any distribution to the
Trustee or to the Holders for the purpose of ascertaining the Persons entitled
to participate in such distribution (so long as the existence of the
subordination provisions of Articles 10 and 11 have been brought to the
attention of such court, Representative, liquidating trustee or agent, or other
Person), the holders of the Senior Debt and other Indebtedness of the Issuers,
the amount thereof or payable thereon, the amount or amounts paid or distributed
thereon and all other facts pertinent thereto or to this Article 11.

Section 11.11  Rights of Trustee and Paying Agent.
               ----------------------------------

               Notwithstanding the provisions of this Article 11 or any other
provision of this Indenture, the Trustee shall not be charged with knowledge or
notice of the existence of any facts that would prohibit the making of any
payment to or distribution by the Trustee, and the Trustee and the Paying Agent
may continue to make payments on the Notes, unless and until a Responsible
Officer of the Trustee shall have received at the Corporate Trust Office of the
Trustee no later than three (3) Business Days prior to the due date of such
payment written notice of facts that would cause the payment of any principal,
premium and interest with respect to the Notes to violate this Article 11 and,
prior to the receipt of any such written notice, the Trustee, shall be entitled
in all respects conclusively to presume that no such fact exists. Unless the
Trustee shall have received the notice provided for in the preceding sentence,
the Trustee shall have full power and authority to receive such payment and to
apply the same to the purpose for which it was received, and shall not be
affected by any notice to the contrary which may be received by it on or after
such date. Only the Issuers or a Representative may give the notice. Nothing in
this Article 11 shall impair the claims of, or payments to, the Trustee under or
pursuant to Section 6.10 and 7.07 hereof.

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

Section 11.12  Authorization to Effect Subordination.
               -------------------------------------

               Each Holder of a Note by the Holder's acceptance thereof
authorizes and directs the Trustee on the Holder's behalf to take such action as
may be necessary or appropriate to acknowledge and effectuate the subordination
as provided in this Article 11, and appoints the Trustee to act as the Holder's
attorney-in-fact for any and all such purposes. If the Trustee does not file a
proper proof of claim or proof of debt in the form required in any proceeding
referred to in Section 6.09 hereof at least 30 days before the expiration of the
time to file such claim, a Representative of Designated Senior Debt is hereby
authorized to file an appropriate claim for and on behalf of the Holders of the
Notes and the Trustee shall have no liability therefor.

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<PAGE>

Section 11.13  Trust Moneys Not Subordinated.
               -----------------------------

               Notwithstanding anything contained herein to the contrary,
payments from cash or the proceeds of Government Securities held in trust under
Article 8 or Section 12.02 hereof by the Trustee (or other qualifying trustee)
not in violation of Section 11.03 hereof for the payment of principal of (and
premium, if any) and interest on the Notes shall not be subordinated to the
prior payment of any Senior Debt or subject to the restrictions set forth in
this Article 11, and none of the Holders shall be obligated to pay over any such
amount to the Issuers or any Holder of Senior Debt or any other creditor of the
Issuers.

Section 11.14  Payment and Distribution.
               ------------------------

               For purposes of this Article 11, the term "payment" and/or
"distribution" means any payment or distribution (whether direct or indirect,
whether in cash, property, securities, or otherwise, and whether obtained or
distributed by set-off, liquidation, bankruptcy distribution, settlement, or
otherwise) made by any Person (including, without limitation, any payments or
distributions made pursuant to Section 4.17 or by any court or governmental body
or agency, any trustee in bankruptcy, or any liquidating trustee) with respect
to any Note or any guarantees or otherwise under this Indenture, including,
without limitation, payment of principal, premium or interest, on the Notes or
any payments under or with respect to any note guarantees, any depositing of
funds with the Trustee or any Paying Agent (including, without limitation, a
deposit in respect of defeasance or redemption, any payment on account of any
optional or mandatory redemptions or repurchase provisions, any payment or
recovery on any claim under this Indenture, any note guarantees, any Note, or
relating to or arising out of the offer, sale, or purchase of any Note (whether
for rescission or damages and whether based on contract, tort, duty imposed by
law, or any other theory of liability); provided that, for the purposes of this
Article 11, all Obligations now or hereafter existing under any Senior Debt,
(including, without limitation, the Credit Agreement, any Hedging Obligations or
agreements with respect to the issuance of letters of credit) shall not be
deemed to have been paid in full unless the holders thereof shall have received
payment in full and all commitments thereunder and all letters of credit issued
thereunder have expired.

Section 11.15  No Claims.
               ---------

               No holder of the Subordinated Obligations shall have any claim to
any property or assets of the Issuers, any Guarantor, or any Subsidiary of the
Issuers or any Guarantor, unless and until the Senior Debt shall have been fully
paid in cash.

Section 11.16  Acknowledgement of Holders.
               --------------------------

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

                                   ARTICLE 12.

                           SATISFACTION AND DISCHARGE

Section 12.01  Satisfaction and Discharge.
               --------------------------

               This Indenture shall be discharged and shall cease to be of
further effect as to all Notes issued hereunder, when:

                         (1)  either:

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<PAGE>

                         (A)  all Notes that have been authenticated,except
               lost, stolen or destroyed Notes that have been replaced or paid
               and Notes for whose payment money has been deposited in trust and
               thereafter repaid to the Issuers, have been delivered to the
               Trustee for cancellation; or

                         (B)  all Notes that have not been delivered to the
               Trustee for cancellation have become due and payable by reason of
               the mailing of a notice of redemption or otherwise or shall
               become due and payable within one year, and the Issuers have
               irrevocably deposited or caused to be deposited with the Trustee
               as trust funds in trust solely for the benefit of the Holders,
               cash in U.S. dollars, non-callable Government Securities, or a
               combination of cash in U.S. dollars and non-callable Government
               Securities, in such amounts as shall be sufficient without
               consideration of any reinvestment of interest, to pay and
               discharge the entire Indebtedness on the Notes not delivered to
               the Trustee for cancellation for principal, premium, if any, and
               accrued interest to the date of maturity or redemption;

                         (2)  no Default or Event of Default has occurred and is
                    continuing on the date of the deposit or shall occur as a
                    result of the deposit and the deposit shall not result in a
                    breach or violation of, or constitute a default under, any
                    other instrument to which the Issuers or any Guarantor is a
                    party or by which the Issuers or any Guarantor is bound;

                         (3)  the Issuers or any Guarantor have or has paid or
                    caused to be paid all sums payable by it under this
                    Indenture; and

                         (4)  the Issuers have delivered irrevocable
                    instructions to the Trustee under this Indenture to apply
                    the deposited money toward the payment of the Notes at
                    maturity or the redemption date, as the case may be.

               In addition, the Issuers shall have delivered an Officers'
Certificate and an Opinion of Counsel to the Trustee stating that all conditions
precedent to satisfaction and discharge have been satisfied.

               Notwithstanding the satisfaction and discharge of this Indenture,
the obligations of the Issuers to the Holders under Section 4.01 and to the
Trustee under Section 7.07 shall survive.

Section 12.02  Deposited Cash and Government Securities to be Held in Trust;
               -------------------------------------------------------------
               Other Miscellaneous Provisions.
               ------------------------------

               Subject to Section 12.03 hereof, all cash and non-callable
Government Securities (including the proceeds thereof) deposited with the
Trustee (or other qualifying Trustee, collectively for purposes of this Section
12.02, the "Trustee") pursuant to Section 12.01 hereof in respect of the
outstanding Notes shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Notes and this Indenture, to the payment,
either directly or through any Paying Agent (including the Issuers acting as
Paying Agent) as the Trustee may determine, to the Holders of such Notes of all
sums due and to become due thereon in respect of principal, premium, if any, and
interest but such cash and securities need not be segregated from other funds
except to the extent required by law.

Section 12.03  Repayment to Issuers.
               --------------------

               Any cash or non-callable Government Securities deposited with the
Trustee or any Paying Agent, or then held by the Issuers, in trust for the
payment of the principal of, premium, if any, or interest on, any Note and
remaining unclaimed for two years after such principal, and premium, if any, or
interest has become due and payable shall be paid to the Issuers on its request
or (if then held by the Issuers) shall be discharged from such trust; and the
Holder shall thereafter, as an unsecured creditor, look only to the Issuers for
payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such cash and securities, and all liability of the Issuers as Trustee
thereof, shall thereupon cease; provided, however, that the Trustee or such
Paying Agent, before being required to make any such repayment, may at the
expense of the Issuers cause to be published once, in The New York Times and The
Wall Street Journal (national edition), notice that such cash and securities
remains unclaimed and that, after a

                                       77

<PAGE>

date specified therein, which shall not be less than 30 days from the date of
such notification or publication, any unclaimed balance of such cash and
securities then remaining shall be repaid to the Issuers.

                                   ARTICLE 13.

                                  MISCELLANEOUS

Section 13.01  Trust Indenture Act Controls.
               ----------------------------

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

Section 13.02  Notices.
               -------

               Any notice, request or other communication by the Issuers and/or
a Guarantor or the Trustee to the other is duly given if in writing and
delivered in person or mailed by first class mail (registered or certified,
return receipt requested), facsimile transmission or overnight air courier
guaranteeing next-day delivery, to the other's address:

               If to the Issuers or the Guarantors:

               CBD Media LLC
               312 Plum Street, Suite 900
               Cincinnati, OH 45202
               Attention: John P. Schwing
               Facsimile No.: (513) 651-3842

               And a copy to:

               Latham & Watkins LLP
               555 Eleventh Street, NW, Suite 1000
               Washington DC 20004
               Attention: Scott Herlihy
               Facsimile No.: (202) 637-2201

               If to the Trustee:

               HSBC Bank USA

               452 Fifth Avenue
               New York, NY 10018
               Attention: Issuer Services
               Facsimile No.: (212) 525-1300

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

               All notices, requests and other communications (other than those
sent to the Trustee) shall be deemed to have been duly given: at the time
delivered by hand, if personally delivered; five Business Days after being
deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if
sent by facsimile transmission; and the next Business Day after timely delivery
to the courier, if sent by overnight air courier guaranteeing next-day delivery.
All notices and communications to the Trustee shall be deemed duly given and
effective only upon receipt.

                                       78

<PAGE>

               Any notice or other communication to a Holder shall be mailed by
first class mail, certified or registered, return receipt requested, or by
overnight air courier guaranteeing next-day delivery to its address shown on the
Security Register. Any notice or communication shall also be so mailed to any
Person described in TIA Section 313(c), to the extent required by the TIA.
Failure to mail a notice or communication to a Holder or any defect in it shall
not affect its sufficiency with respect to other Holders.

               If a notice or communication is mailed in the manner provided
above within the time prescribed, it is duly given, whether or not the addressee
receives it.

               If the Issuers mail a notice or communication to Holders, they
shall mail a copy to the Trustee and each Agent at the same time.

Section 13.03  Communication by Holders of Notes with Other Holders of Notes.
               -------------------------------------------------------------

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

Section 13.04  Certificate and Opinion as to Conditions Precedent.
               --------------------------------------------------

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

               (a)  an Officers' Certificate in form and substance reasonably
satisfactory to the Trustee (which shall include the statements set forth in
Section 13.05 hereof) stating that, in the opinion of the signers, all
conditions precedent and covenants, if any, provided for in this Indenture
relating to the proposed action have been complied with; and

               (b)  an Opinion of Counsel in form and substance reasonably
satisfactory to the Trustee (which shall include the statements set forth in
Section 13.05 hereof) stating that, in the opinion of such counsel, all such
conditions precedent and covenants have been complied with.

Section 13.05  Statements Required in Certificate or Opinion.
               ---------------------------------------------

               Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than a certificate
provided pursuant to TIA Section 314(a)(4)) shall comply with the provisions of
TIA Section 314(e) and shall include:

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

               (b)  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;

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

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

With respect to matters of fact, an Opinion of Counsel may rely on an Officers'
Certificate, certificates of public officials or reports or opinions of experts.

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<PAGE>

Section 13.06  Rules by Trustee and Agents.
               ---------------------------

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

Section 13.07  No Personal Liability of Directors, Officers, Employees and
               -----------------------------------------------------------
               Shareholders.
               ------------

               No director, officer, employee, incorporator or stockholder of
the Issuers, or any Guarantor, as such, shall have any liability for any
Obligations of the Issuers or of the Guarantors under the Notes, this Indenture,
the guarantees or for any claim based on, in respect of, or by reason of, such
Obligations or their creation. Each Holder, by accepting a Note, waives and
releases all such liability. The waiver and release are part of the
consideration for issuance of the Notes. The waiver and release may not be
effective to waive liabilities under the federal securities laws.

Section 13.08  Governing Law.
               -------------

               THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE
USED TO CONSTRUE THIS INDENTURE AND THE NOTES WITHOUT GIVING EFFECT TO
APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF
THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

               The Issuers, the Guarantors and (by their acceptance of the
Notes) the Holders, agree to submit to the non-exclusive jurisdiction of any
United States federal or New York State court located in the Borough of
Manhattan, in The City of New York in any action or proceeding arising out of or
relating to this Indenture or the Notes.

               The Issuers, the Guarantors and the Trustee hereby knowingly,
voluntarily and intentionally waive any right they may have to a trial by jury
in respect of any litigation based upon, or arising out of, under or in
connection with, this Indenture or the Notes or any course of conduct, course of
dealing, statements (whether oral or written) or actions of the Issuers, the
Guarantors or the Trustee relating thereto. The Issuers and the Guarantors each
acknowledge and agrees that it has received full and sufficient consideration
for this provision waiving trial by jury and that this provision is a material
inducement for the Issuers and the Guarantors entering into this Indenture.

Section 13.09  No Adverse Interpretation of Other Agreements.
               ---------------------------------------------

               This Indenture may not be used to interpret any other Indenture,
loan or debt agreement of the Issuers or their Subsidiaries or of any other
Person. Any such Indenture, loan or debt agreement may not be used to interpret
this Indenture.

Section 13.10  Successors.
               ----------

               All covenants and agreements of the Issuers in this Indenture and
the Notes shall bind their successors. All covenants and agreements of the
Trustee in this Indenture shall bind their successors.

Section 13.11  Severability.
               ------------

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

Section 13.12  Counterpart Originals
               ---------------------

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

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<PAGE>

Section 13.13  Table of Contents, Headings, etc.
               --------------------------------

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

Section 13.14  Qualification of this Indenture.
               -------------------------------

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

                         [Signatures on following page]


                                       81

<PAGE>

                                   SIGNATURES

Dated as of June 13, 2003.

                                         CBD MEDIA LLC

                                         By:       /s/  Douglas A. Myers
                                            ------------------------------------
                                            Name:  Douglas A. Myers
                                            Title: President


                                         CBD FINANCE, INC.

                                         By:       /s/  Douglas A. Myers
                                            ------------------------------------
                                            Name:  Douglas A. Myers
                                            Title: President


                                         Trustee:

                                         HSBC BANK USA,
                                         as Trustee

                                         By:        /s/  Deirdra N. Ross
                                            ------------------------------------
                                            Name:  Deirdra N. Ross
                                            Title: Assistant Vice President


                                       82

<PAGE>
                                                                       EXHIBIT A
================================================================================

                                 (Face of Note)

                    8-5/8% SENIOR SUBORDINATED NOTES DUE 2011

                                                             CUSIP  ____________

No. _____                                                          $____________

                                  CBD MEDIA LLC

                                CBD FINANCE, INC.

promise to pay to ___________ or its registered assigns, the principal sum of
__________________________ Dollars ($______________) on June 1, 2011.

Interest Payment Dates:  June 1 and December 1, commencing December 1, 2003.

Record Dates:  May 15 and November 15.

                                      A-1

<PAGE>

          IN WITNESS WHEREOF, each of the Issuers has caused this Note to be
signed by its duly authorized officer.

Dated:  June ____, 2003

                                         CBD MEDIA LLC


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

                                         CBD FINANCE, INC.


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

CERTIFICATE OF AUTHENTICATION

This is one of the [Global]
Notes referred to in the
within-mentioned Indenture:

HSBC BANK USA,
as Trustee


By:
   ---------------------------------
          Authorized Officer


                                      A-2

<PAGE>

                                 (Back of Note)

                    8-5/8% SENIOR SUBORDINATED NOTES DUE 2011

[Insert the Global Note Legend, if applicable pursuant to the terms of the
Indenture]

[Insert the Regulation S Temporary Global Note legend, if applicable pursuant to
the terms of the Indenture]

[Insert the Private Placement Legend, if applicable pursuant to the terms of the
Indenture]

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

     1.   Interest. CBD Media LLC, a Delaware limited liability company
("Media"), and CBD Finance, Inc., a Delaware corporation ("Finance" and
collectively with Media, the "Issuers"), as joint and several obligors, promise
to pay interest (as defined in the Indenture) on the principal amount of this
Note at 8-5/8% per annum until maturity. The Issuers shall pay interest
semi-annually in arrears in cash on June 1 and December 1 each year, or if any
such day is not a Business Day, on the next succeeding Business Day (each an
"Interest Payment Date"). Interest on the Notes shall accrue from the most
recent date to which interest has been paid or, if no interest has been paid,
from June 13, 2003; provided, however, that if there is no existing Default in
the payment of interest, and if this Note is authenticated between a record date
referred to on the face hereof and the next succeeding Interest Payment Date,
interest shall accrue from such next succeeding Interest Payment Date; provided,
further, that the first Interest Payment Date shall be December 1, 2003. The
Issuers shall (to the extent that they may lawfully do so) pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law) on
overdue principal and premium, if any, from time to time at a rate that is 1%
per annum in excess of the interest rate then in effect under the Indenture and
this Note; they shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue installments of interest
(without regard to any applicable grace periods), from time to time at the same
rate to the extent lawful. Interest shall be computed on the basis of a 360-day
year of twelve 30-day months.

     2.   Method of Payment. The Issuers shall pay interest on the Notes
(except defaulted interest) to the Persons in whose name this Note (or one or
more Predecessor Notes) is registered at the close of business on May 15 or
November 15 preceding the Interest Payment Date, even if such Notes are
cancelled after such record date and on or before such Interest Payment Date,
except as provided in Section 2.12 of the Indenture with respect to defaulted
interest. The Notes shall be payable as to principal, premium, if any, and
interest at the office or agency of the Issuers maintained for such purpose, or,
at the option of the Issuers, payment of interest may be made by check mailed to
the Holders at their addresses set forth in the Security Register; provided,
however, that payment by wire transfer of immediately available funds shall be
required with respect to principal of and interest and premium, if any, on, all
Global Notes and all other Notes the Holders of which shall have provided wire
transfer instructions to the Issuers or the Paying Agent. Such payment shall be
in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts.

     3.   Paying Agent and Registrar. Initially, HSBC Bank USA, the Trustee
under the Indenture, shall act as Paying Agent and Registrar. The Issuers may
change any Paying Agent or Registrar without notice to any Holder. The Issuers
or any Subsidiary Guarantors may act in any such capacity.

     4.   Indenture. The Issuers issued the Notes under an Indenture, dated as
of June 13, 2003 ("Indenture"), among the Issuers and the Trustee. The terms of
the Notes include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S.
Code Sections 77aaa-77bbbb). The Notes are subject to all such terms, and
Holders are referred to the Indenture and such Act for a statement of such
terms. To the extent any provision of this Note conflicts with the express
provisions of the Indenture, the provisions of the Indenture shall govern and be
controlling.

                                      A-3

<PAGE>

     5.   Optional Redemption.

          (a)  At any time prior to June 1, 2006, the Issuers may on one or
more occasions redeem up to 35% of the aggregate principal amount of Notes
(including Additional Notes) issued under the Indenture at a redemption price of
108.625 % of the principal amount thereof, plus accrued and unpaid interest to
the redemption date, with the net cash proceeds of any Equity Offering;
provided, however, that (1) at least 65% of the original aggregate principal
amount of Notes (which includes Additional Notes, if any) issued under the
Indenture remains outstanding immediately after the occurrence of such
redemption (excluding Notes held by the Issuers and their Subsidiaries); and (2)
the redemption occurs within 90 days of the date of the closing of such Equity
Offering.

          (b)  Except pursuant to the preceding clause (a), the Notes shall not
be redeemable at the Issuers' option prior to June 1, 2007. On or after June 1,
2007, the Issuers may redeem all or a part of the Notes upon not less than 30
nor more than 60 days' notice, at the redemption prices (expressed as
percentages of principal amount) set forth below plus accrued and unpaid
interest on the Notes redeemed, to the applicable redemption date, if redeemed
during the twelve-month period beginning on June 1 of each of the years
indicated below subject to the right of Holders on the relevant Regular Record
Date to receive interest on the relevant Interest Payment Date.

Year                                             Percentage
----------------------------------------------   ----------
2007..........................................      104.313%
2008..........................................      102.156%
2009 and thereafter...........................      100.000%

Any prepayment pursuant to this paragraph shall be made pursuant to the
provisions of Sections 3.01 through 3.06 of the Indenture.

     6.   Mandatory Redemption. The Issuers shall not be required to make
mandatory redemption or sinking fund payments with respect to, or, except as set
forth in Sections 4.12 and 4.17 of the Indenture, offers to purchase, the Notes.

     7.   Repurchase at Option of Holder.

          (a)  Upon the occurrence of a Change of Control, the Issuers
shall, within 30 days of a Change of Control, make an offer pursuant to the
procedures set forth in Section 3.09 of the Indenture, to repurchase the Notes
on the date specified in such notice, which date shall be no earlier than 30
days and no later than 60 days from the date such notice is mailed. Each Holder
shall have the right to accept such offer and require the Issuers to repurchase
all or any part (equal to $1,000 or an integral multiple of $1,000) of such
Holder's Notes pursuant to the Change of Control Offer at a purchase price, in
cash, equal to 101% of the aggregate principal amount of Notes repurchased, plus
accrued and unpaid interest on the Notes repurchased to the Purchase Date.

          (b)  If the Issuers or any Restricted Subsidiary consummates any
Asset Sales, the Issuers shall not be required to apply any Net Proceeds to
repurchase Notes in accordance with the Indenture until the aggregate Excess
Proceeds from all Asset Sales following the date the Notes are first issued
exceeds $10.0 million. Thereafter, the Issuers shall make an Asset Sale Offer to
all Holders of Notes and all holders of other Indebtedness that is pari passu
with the Notes containing provisions similar to those set forth in the Indenture
with respect to offers to purchase or redeem with the proceeds of sales of
assets to purchase the maximum principal amount of Notes and, such other pari
passu indebtedness that may be purchased out of the Excess Proceeds. The offer
price shall be equal to 100% of the principal amount of the Notes plus accrued
and unpaid interest to the date of purchase, and shall be payable in cash, in
accordance with the terms of the Indenture. If any Excess Proceeds remain after
consummation of the purchase of all properly tendered and not withdrawn Notes
pursuant to the Asset Sale Offer, the Issuers may use such remaining Excess
Proceeds for any purpose not otherwise prohibited by the Indenture. If the
aggregate principal amount of Notes and other pari passu Indebtedness tendered
into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee
shall select the Notes and such other pari passu Indebtedness to be purchased on
a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess
Proceeds shall be reset at zero.

                                      A-4

<PAGE>

     8.   Notice of Redemption. Notices of redemption shall be mailed at least
30 days but not more than 60 days before the redemption date to each Holder
whose Notes are to be redeemed at its registered address, except that redemption
notices may be mailed more than 60 days prior to a redemption date if the notice
is issued in connection with a Defeasance of the Notes pursuant to Article 8 of
the Indenture or a Satisfaction and Discharge of the Indenture pursuant to
Article 12 of the Indenture. Notes in denominations larger than $1,000 may be
redeemed in part but only in integral multiples of $1,000, unless all of the
Notes held by a Holder are to be redeemed. On and after the redemption date
interest shall cease to accrue on Notes or portions thereof called for
redemption.

     9.   Denominations, Transfer, Exchange. The Notes are in registered form
without coupons in denominations of $1,000 and integral multiples of $1,000.
This Note shall represent the aggregate principal amount of outstanding Notes
from time to time endorsed hereon and the aggregate principal amount of Notes
represented hereby may from time to time be reduced or increased, as
appropriate, to reflect exchanges and redemptions. The transfer of Notes may be
registered and Notes may be exchanged as provided in the Indenture. The
Registrar and the Trustee may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and the Issuers may require a
Holder to pay any taxes and fees required by law or permitted by the Indenture.
The Issuers need not exchange or register the transfer of any Note or portion of
a Note selected for redemption, except for the unredeemed portion of any Note
being redeemed in part. Also, the Issuers need not exchange or register the
transfer of any Notes for a period of 15 days before a selection of Notes to be
redeemed or during the period between a record date and the corresponding
Interest Payment Date.

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

     11.  Amendment, Supplement and Waiver. Subject to certain exceptions, the
Issuers, Guarantors and the Trustee may amend or supplement the Indenture and
the Notes with the consent of the Holders of at least a majority in aggregate
principal amount of the Notes, including Additional Notes, if any then
outstanding, voting as a single class (including without limitation consents
obtained in connection with a purchase of or tender offer or Exchange Offer for
the Notes), and, subject to Sections 6.04 and 6.07 of the Indenture, any
existing Default or Event of Default (except a continuing Default or Event of
Default (i) in the payment of principal, premium, if any, interest, if any, on
the Notes and (ii) in respect of a covenant or provision which under the
Indenture cannot be modified or amended without the consent of the Holder of
each Note affected by such modification or amendment) or compliance with any
provision of the Indenture or the Notes may be waived with the consent of the
Holders of at least a majority in aggregate principal amount of the Notes,
including Additional Notes, if any, then outstanding voting as a single class
(including consents obtained in connection with a purchase of or tender offer or
Exchange Offer for the Notes). Without the consent of any Holder, the Issuers,
the Guarantors and the Trustee may amend or supplement the Indenture or the
Notes to (a) cure any ambiguity, defect or inconsistency or to correct a
manifest error; (b) provide for uncertificated Notes in addition to or in place
of certificated Notes; (c) provide for the assumption of the Obligations of the
Issuers or Guarantors to Holders in the case of a merger or consolidation or
sale of all or substantially all of the assets of the Issuers or such Guarantor;
(d) make any change that would provide any additional rights or benefits to the
Holders or that does not adversely affect the legal rights under the Indenture
of any such Holder; (e) comply with requirements of the Commission in order to
effect or maintain the qualification of the Indenture under the TIA; (f) to
comply with the rules of any applicable securities depositary; (g) to add
guarantees with respect to Notes or to secure the Notes; (h) to add to the
covenants of the Issuers or any Guarantor for the benefit of the Holders or
surrender any right or power conferred upon the Issuers or any Guarantor; (i) to
evidence and provide for the acceptance and appointment under the Indenture of a
successor Trustee pursuant to the requirements thereof; or (j) to conform the
text of the Indenture or the Note to any provision of the Description of Notes
contained in the Offering Memorandum, dated June 9, 2003, relating to the
issuance of the Notes, to the extent that such provision in the Description of
Notes was intended to be a verbatim recitation of a provision of the Indenture,
the Subsidiary Guarantees or the Notes.

     12.  Defaults and Remedies. Each of the following is an Event of Default:
(i) default for 30 days in the payment when due of interest, if any, on the
Notes (whether or not prohibited by the subordination provisions of the
Indenture); (ii) default in payment when due of the principal of or premium, if
any, on the Notes (whether or not prohibited by the subordination provisions of
the Indenture); (iii) failure by the Issuers or any Restricted Subsidiary to
comply with the provisions of Sections 5.01(a), 5.01(b), 4.12 or 4.17 of the
Indenture (iv) failure by the Issuers or any Restricted Subsidiary for 30 days
after notice to comply with the provisions of Section 4.09 or 4.10 of the

                                      A-5

<PAGE>

Indenture; (v) failure by the Issuers or any Restricted Subsidiary for 60 days
after notice to comply with any other provision in the Indenture or the Notes;
(vi) a default under any mortgage, Indenture or instrument under which there may
be issued or by which there may be secured or evidenced any Indebtedness for
money borrowed by the Issuers or any Restricted Subsidiary (or the payment of
which is guaranteed by the Issuers or any Restricted Subsidiary) whether such
Indebtedness or guarantee now exists, or is created after the date of the
Indenture, if that default: (A) is caused by a failure to pay principal of, or
interest or premium, if any, on such Indebtedness prior to the expiration of the
grace period provided in such Indebtedness on the date of such default (a
"Payment Default"); or (B) results in the acceleration of such Indebtedness
prior to its express maturity, and, in each case, the principal amount of any
such Indebtedness, together with the principal amount of any other such
Indebtedness under which there has been a Payment Default or the maturity of
which has been so accelerated, aggregates $10.0 million or more; (vii) failure
by the Issuers or any of their subsidiaries to pay final judgments aggregating
in excess of $10.0 million, which judgments are not paid, discharged or stayed
for a period of 60 days; (viii) except as permitted by the Indenture, any
Subsidiary Guarantee shall be held in any judicial proceeding to be
unenforceable or invalid or shall cease for any reason to be in full force and
effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall
deny or disaffirm its obligations under its guarantee; and (ix) certain events
of bankruptcy, insolvency or reorganization affecting the Issuers or any
Restricted Subsidiary that would constitute a Significant Subsidiary or any
group of Restricted Subsidiaries that, taken together, would constitute a
Significant Subsidiary, as described in the Indenture.

     If any Event of Default (other than the Events of Default arising from
certain events of bankruptcy or insolvency) occurs and is continuing, the
Trustee or the Holders of at least 25% in aggregate principal amount of the then
outstanding Notes may declare the principal of all the Notes to be due and
payable by notice in writing to the Issuers and the Trustee specifying the
respective Event of Default and that such notice is a notice of acceleration;
provided, however, that so long as any Indebtedness permitted to be incurred
pursuant to the Indebtedness under the Credit Agreement shall be outstanding,
the acceleration shall not be effective until the earlier of (a) an acceleration
of any Indebtedness under the Credit Agreement or (b) five business days after
the Issuers' receipt of written notice of the acceleration of the Notes.
Notwithstanding the foregoing, in the case of an Event of Default arising from
certain events of bankruptcy or insolvency described in the Indenture, all
outstanding Notes shall become due and payable immediately without further
action or notice. Holders may not enforce the Indenture or the Notes except as
provided in the Indenture. Subject to certain limitations, the Holders of a
majority in aggregate principal amount of the then outstanding Notes may direct
the Trustee in its exercise of any trust or power. The Trustee may withhold from
Holders notice of any continuing Default or Event of Default (except a Default
or Event of Default relating to the payment of principal or interest) if it
determines that withholding notice is in the interests of the Holders. The
Holders of a majority in aggregate principal amount of the Notes then
outstanding by notice to the Trustee may on behalf of the Holders of all of the
Notes waive any existing Default or Event of Default and its consequences under
the Indenture except a continuing Default or Event of Default (i) in the payment
of the principal of, or interest on, the Notes and (ii) in respect of a covenant
or provision which under the Indenture cannot be modified or amended without the
consent of the Holder of each Note affected by such modification or amendment.
The Issuers are required to deliver to the Trustee annually a statement
regarding compliance with the Indenture, and the Issuers are required upon
becoming aware of any Default or Event of Default, to deliver to the Trustee a
statement specifying such Default or Event of Default.

     13.  Subordination. The Notes are subordinated to the prior payment in full
in cash of all Senior Debt. To the extent provided in the Indenture, Senior Debt
must be paid in full before the Notes may be paid. The Issuers and each
Guarantor agrees, and each Holder by accepting a Note agrees, to the
subordination provisions contained in the Indenture and authorizes the Trustee
to give it effect and appoints the Trustee as attorney-in-fact for such purpose.

     14.  Trustee Dealings with Issuers.. Subject to certain limitations, the
Trustee in its individual or any other capacity may become the owner or pledgee
of Notes and may otherwise deal with the Issuers or any Affiliate of the Issuers
with the same rights it would have if it were not Trustee.

     15.  No Recourse Against Others. No past, present or future director,
officer, employee, incorporator or stockholder of the Issuers or of any
Guarantor, as such, shall have any liability for any Obligations of the Issuers
or any Guarantor under the Indenture, the Notes, the guarantees or for any claim
based on, in respect of, or by reason of, such Obligations or their creation.
Each Holder by accepting a Note waives and releases all such liability.

                                       A-6

<PAGE>

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

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

     18.  Additional Rights of Holders of Restricted Global Notes and
Restricted Definitive Notes. In addition to the rights provided to Holders of
Notes under the Indenture, Holders of Restricted Global Notes and Restricted
Definitive Notes that are Initial Notes shall have all the rights set forth in
the Registration Rights Agreement, dated as of June 13, 2003, among the Issuers
and the parties named on the signature pages thereto or, in the case of
Additional Notes, Holders of Restricted Global Notes and Restricted Definitive
Notes shall have the rights set forth in one or more Registration Rights
Agreements, if any, among the Issuers and the other parties thereto, relating to
rights given by the Issuers to the purchasers of such Additional Notes.

     19.  CUSIP Numbers. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Issuers have caused
CUSIP numbers to be printed on the Notes and has directed the Trustee to use
CUSIP numbers in notices of redemption or notices of Offers to Purchase as a
convenience to Holders. No representation is made as to the correctness of such
numbers either as printed on the Notes or as contained in any notice of
redemption or notice of an Offer to Purchase and reliance may be placed only on
the other identification numbers printed thereon and any such redemption or
Offer to Purchase shall not be affected by any defect in or omission of such
numbers.

          The Issuers shall furnish to any Holder upon written request and
without charge a copy of the Indenture. Requests may be made to: CBD Media LLC,
312 Plum Street, #900, Cincinnati, OH 45202, Attention: Corporate Secretary.

     20.  Governing Law. The internal law of the State of New York shall govern
and be used to construe this Note without giving effect to applicable principles
of conflicts of law to the extent that the application of the laws of another
jurisdiction would be required thereby.

                                      A-7

<PAGE>

                       Option of Holder to Elect Purchase

If you want to elect to have this Note purchased by the Issuers pursuant to
Section 4.12 or 4.17 of the Indenture, check the box below:

[ ]  Section 4.12

[ ]  Section 4.17

If you want to elect to have only part of this Note purchased by the Issuers
pursuant to Section 4.12 or Section 4.17 of the Indenture, state the amount you
elect to have purchased: $_____________________

Date:______________               Your Signature:_______________________________
                                  (Sign exactly as your name appears on the face
                                  of this Note)

                                  Tax Identification No.:
                                  --------------------------------------------


                                  SIGNATURE                           GUARANTEE:


                                  ______________________________________

                                  Signatures must be guaranteed by an "eligible
                                  guarantor institution" meeting the
                                  requirements of the Registrar, which
                                  requirements include membership or
                                  participation in the Security Transfer Agent
                                  Medallion Program ("STAMP") or such other
                                  "signature guarantee program" as may be
                                  determined by the Registrar in addition to, or
                                  in substitution for, STAMP, all in accordance
                                  with the Securities Exchange Act of 1934, as
                                  amended.

                                      A-8

<PAGE>

                                 Assignment Form

To assign this Note, fill in the form below:

(I) or (the Issuers) assign and transfer this Note to

________________________________________________________________________________
            (Insert assignee's social security or other tax I.D. no.)
________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

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

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

________________________________________________________________________________

Date:__________________

                                  Your Signature:_______________________________
                                  (Sign  exactly  as your name  appears  on the
                                  face of this Note)

                                  Signature Guarantee:__________________________

                                  Signatures must be guaranteed by an "eligible
                                  guarantor institution" meeting the
                                  requirements of the Registrar, which
                                  requirements include membership or
                                  participation in the Security Transfer Agent
                                  Medallion Program ("STAMP") or such other
                                  "signature guarantee program" as may be
                                  determined by the Registrar in addition to, or
                                  in substitution for, STAMP, all in accordance
                                  with the Securities Exchange Act of 1934, as
                                  amended.

                                      A-9

<PAGE>

              SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

          The following exchanges of a part of this Global Note for an interest
in another Global Note or for a Definitive Note, or exchanges of a part of
another Global Note or Definitive Note for an interest in this Global Note, have
been made:

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

</TABLE>


                                      A-10

<PAGE>

                                    EXHIBIT B

                         FORM OF CERTIFICATE OF TRANSFER

CBD Media LLC
CBD Finance, Inc.
312 Plum Street, #900
Cincinnati, OH 45202
Attention:  General Counsel

HSBC Bank USA
452 Fifth Avenue
New York, NY 10018
Attention:  Issuer Services
Facsimile No.: (212) 525-1300

Re:  8-5/8% Senior Subordinated Notes due 2011
     -----------------------------------------

          Reference is hereby made to the Indenture, dated as of June 13, 2003
(the "Indenture"), among CBD Media LLC, and CBD Finance, Inc., as the joint and
several obligors (the "Issuers") and HSBC Bank USA, as Trustee. Capitalized
terms used but not defined herein shall have the meanings given to them in the
Indenture.

          ___________________, (the "Transferor") owns and proposes to transfer
the Note[s] or interest in such Note[s] specified in Annex A hereto, in the
principal amount of $___________ in such Note[s] or interests (the "Transfer"),
to ___________________________ (the "Transferee"), as further specified in Annex
A hereto. In connection with the Transfer, the Transferor hereby certifies that:

                             [CHECK ALL THAT APPLY]

          1.   [ ] Check if Transferee will take delivery of a beneficial
interest in the 144A Global Note or a Definitive Note Pursuant to Rule 144A. The
Transfer is being effected pursuant to and in accordance with Rule 144A under
the U.S. Securities Act of 1933, as amended (the "Securities Act"), and,
accordingly, the Transferor hereby further certifies that the beneficial
interest or Definitive Note is being transferred to a Person that the Transferor
reasonably believed and believes is purchasing the beneficial interest or
Definitive Note for its own account, or for one or more accounts with respect to
which such Person exercises sole investment discretion, and such Person and each
such account is a "qualified institutional buyer" within the meaning of Rule
144A in a transaction meeting the requirements of Rule 144A and such Transfer is
in compliance with any applicable blue sky securities laws of any state of the
United States. Upon consummation of the proposed Transfer in accordance with the
terms of the Indenture, the transferred beneficial interest or Definitive Note
will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the 144A Global Note and/or the Definitive Note and
in the Indenture and the Securities Act.

          2.   [ ] Check if Transferee will take delivery of a beneficial
interest in the Regulation S Global Note or a Definitive Note pursuant to
Regulation S. The Transfer is being effected pursuant to and in accordance with
Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor
hereby further certifies that (i) the Transfer is not being made to a Person in
the United States and (x) at the time the buy order was originated, the
Transferee was outside the United States or such Transferor and any Person
acting on its behalf reasonably believed and believes that the Transferee was
outside the United States or (y) the transaction was executed in, on or through
the facilities of a designated offshore securities market and neither such
Transferor nor any Person acting on its behalf knows that the transaction was
prearranged with a buyer in the United States, (ii) no directed selling efforts
have been made in contravention of the requirements of Rule 903(b) or Rule
904(a) of Regulation S under the Securities Act, (iii) the transaction is not
part of a plan or scheme to evade the registration requirements of the
Securities Act and (iv) if the proposed transfer is being made prior to the
expiration of the Distribution Compliance Period, the transfer is not being made
to a U.S. Person or for the account or benefit of a U.S. Person (other than an
Initial Purchaser). Upon consummation of the proposed transfer in accordance
with the

                                      B-1

<PAGE>

terms of the Indenture, the transferred beneficial interest or Definitive Note
will be subject to the restrictions on Transfer enumerated in the Private
Placement Legend printed on the Regulation S Global Note, the Temporary
Regulation S Global Note and/or the Definitive Note and in the Indenture and the
Securities Act.

          3.   [ ] Check and complete if Transferee will take delivery of a
beneficial interest in the AI Note or a Definitive Note pursuant to any
provision of the Securities Act other than Rule 144A or Regulation S. The
Transfer is being effected in compliance with the transfer restrictions
applicable to beneficial interests in Restricted Global Notes and Restricted
Definitive Notes and pursuant to and in accordance with the Securities Act and
any applicable blue sky securities laws of any state of the United States, and
accordingly the Transferor hereby further certifies that (check one):

               (a)  [ ] such Transfer is being effected pursuant to and in
accordance with Rule 144 under the Securities Act;

               or

               (b)  [ ] such Transfer is being effected to the Issuers or a
Subsidiary thereof;

               or

               (c)  [ ] such Transfer is being effected pursuant to an effective
registration statement under the Securities Act and in compliance with the
prospectus delivery requirements of the Securities Act;

               or

               (d)  [ ] such Transfer is being effected to an Accredited
Investor and pursuant to an exemption from the registration requirements of the
Securities Act other than Rule 144A, Rule 144 or Rule 904, and the Transferor
hereby further certifies that it has not engaged in any general solicitation
within the meaning of Regulation D under the Securities Act and the Transfer
complies with the transfer restrictions applicable to beneficial interests in a
Restricted Global Note or Restricted Definitive Notes and the requirements of
the exemption claimed, which certification is supported by (1) a certificate
executed by the Transferee in the form of Exhibit D to the Indenture and (2) if
such Transfer is in respect of a principal amount of Notes at the time of
transfer of less than $250,000, an Opinion of Counsel provided by the Transferor
or the Transferee (a copy of which the Transferor has attached to this
certification), to the effect that such Transfer is in compliance with the
Securities Act. Upon consummation of the proposed transfer in accordance with
the terms of the Indenture, the transferred beneficial interest or Definitive
Note will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the AI Global Note and/or the Definitive Notes and
in the Indenture and the Securities Act.

          4.   [ ] Check if Transferee will take delivery of a beneficial
interest in an Unrestricted Global Note or of an Unrestricted Definitive Note.

               (a)  [ ] Check if Transfer is pursuant to Rule 144. (i) The
Transfer is being effected pursuant to and in accordance with Rule 144 under the
Securities Act and in compliance with the transfer restrictions contained in the
Indenture and any applicable blue sky securities laws of any state of the United
States and (ii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act. Upon consummation of the proposed Transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or
Definitive Note will no longer be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes, on Restricted Definitive Notes and in the Indenture.

               (b)  [ ] Check if Transfer is Pursuant to Regulation S. (i) The
Transfer is being effected pursuant to and in accordance with Rule 903 or Rule
904 under the Securities Act and in compliance with the transfer restrictions
contained in the Indenture and any applicable blue sky securities laws of any
state of the

                                      B-2

<PAGE>

United States and (ii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act. Upon consummation of the proposed Transfer
in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note will no longer be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the Restricted
Global Notes, on Restricted Definitive Notes and in the Indenture.

               (c)  [ ] Check if Transfer is Pursuant to Other Exemption. (i)
     The Transfer is being effected pursuant to and in compliance with an
     exemption from the registration requirements of the Securities Act other
     than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer
     restrictions contained in the Indenture and any applicable blue sky
     securities laws of any State of the United States and (ii) the restrictions
     on transfer contained in the Indenture and the Private Placement Legend are
     not required in order to maintain compliance with the Securities Act. Upon
     consummation of the proposed Transfer in accordance with the terms of the
     Indenture, the transferred beneficial interest or Definitive Note will not
     be subject to the restrictions on transfer enumerated in the Private
     Placement Legend printed on the Restricted Global Notes or Restricted
     Definitive Notes and in the Indenture.

          This certificate and the statements contained herein are made for your
benefit and the benefit of the Issuers.

                                         --------------------------------------
                                         [Insert Name of Transferor]


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

                                          Dated:
                                                -------------------------------


                                      B-3

<PAGE>

                       ANNEX A TO CERTIFICATE OF TRANSFER

          1.    The Transferor owns and proposes to transfer the following:

                            [CHECK ONE OF (a) OR (b)]

          (a)   [ ] a beneficial interest in the:

          (i)   [ ] 144A Global Note (CUSIP _________), or

          (ii)  [ ] Regulation S Global Note (CUSIP _________), or

          (iii) [ ] AI Global Note (CUSIP _________), or

          (b)   [ ] a Restricted Definitive Note.

          2.    After the Transfer the Transferee will hold:

                         [CHECK ONE OF (a), (b) OR (c)]

          (a)   [ ] a beneficial interest in the:

          (i)   [ ] 144A Global Note (CUSIP _________), or

          (ii)  [ ] Regulation S Global Note (CUSIP _________), or

          (iii) [ ] AI Global Note (CUSIP _________), or

          (iv)  [ ] Unrestricted Global Note (CUSIP _________); or

          (b)   [ ] a Restricted Definitive Note; or

          (c)   [ ] an Unrestricted Definitive Note,

          in accordance with the terms of the Indenture.

                                      B-4

<PAGE>

                                    EXHIBIT C

                         FORM OF CERTIFICATE OF EXCHANGE

CBD Media LLC
CBD Finance, Inc.
312 Plum Street, #900
Cincinnati, OH 45202
Attention:  General Counsel

HSBC Bank USA
452 Fifth Avenue
New York, NY 10018
Attention:  Issuer Services
Facsimile No.: (212) 525-1300

Re:  8-5/8% Senior Subordinated Notes due 2011
     -----------------------------------------

          Reference is hereby made to the Indenture, dated as of June __, 2003
(the "Indenture"), among CBD Media LLC and CBD Finance, Inc., as joint and
several obligors (the "Issuers") and HSBC Bank USA, as Trustee. Capitalized
terms used but not defined herein shall have the meanings given to them in the
Indenture.

          __________________________, (the "Owner") owns and proposes to
exchange the Note[s] or interest in such Note[s] specified herein, in the
principal amount of $____________ in such Note[s] or interests (the "Exchange").
In connection with the Exchange, the Owner hereby certifies that:

          1.   Exchange of Restricted Definitive Notes or Beneficial Interests
in a Restricted Global Note for Unrestricted Definitive Notes or Beneficial
Interests in an Unrestricted Global Note

               (a)  [ ] Check if Exchange is from beneficial interest in a
Restricted Global Note to beneficial interest in an Unrestricted Global Note. In
connection with the Exchange of the Owner's beneficial interest in a Restricted
Global Note for a beneficial interest in an Unrestricted Global Note in an equal
principal amount, the Owner hereby certifies (i) the beneficial interest is
being acquired for the Owner's own account without transfer, (ii) such Exchange
has been effected in compliance with the transfer restrictions applicable to the
Restricted Global Note and pursuant to and in accordance with the U.S.
Securities Act of 1933, as amended (the "Securities Act"), (iii) the
restrictions on transfer contained in the Indenture and the Private Placement
Legend are not required in order to maintain compliance with the Securities Act
and (iv) the beneficial interest in an Unrestricted Global Note is being
acquired in compliance with any applicable blue sky securities laws of any state
of the United States.

               (b)  [ ] Check if Exchange is from beneficial interest in a
Restricted Global Note to Unrestricted Definitive Note. In connection with the
Exchange of the Owner's beneficial interest in a Restricted Global Note for an
Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted
Definitive Note is being acquired for the Owner's own account without transfer,
(ii) such Exchange has been effected in compliance with the transfer
restrictions applicable to the Restricted Global Note and pursuant to and in
accordance with the Securities Act, (iii) the restrictions on transfer contained
in the Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act and (iv) the Unrestricted Definitive
Note is being acquired in compliance with any applicable blue sky securities
laws of any state of the United States.

               (c)  [ ] Check if Exchange is from Restricted Definitive Note to
beneficial interest in an Unrestricted Global Note. In connection with the
Owner's Exchange of a Restricted Definitive Note for a beneficial interest in an
Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest
is being acquired for the Owner's own account without transfer, (ii) such
Exchange has been effected in compliance

                                      C-1

<PAGE>

with the transfer restrictions applicable to Restricted Definitive Notes and
pursuant to and in accordance with the Securities Act, (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
beneficial interest is being acquired in compliance with any applicable blue sky
securities laws of any state of the United States.

               (d)  [ ] Check if Exchange is from Restricted Definitive Note to
Unrestricted Definitive Note. In connection with the Owner's Exchange of a
Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby
certifies (i) the Unrestricted Definitive Note is being acquired for the Owner's
own account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to Restricted Definitive Notes and
pursuant to and in accordance with the Securities Act, (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
Unrestricted Definitive Note is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States.

          2.   Exchange of Restricted Definitive Notes or Beneficial Interests
in Restricted Global Notes for Restricted Definitive Notes or Beneficial
Interests in Restricted Global Notes

               (a)  [ ] Check if Exchange is from beneficial interest in a
     Restricted Global Note to Restricted Definitive Note. In connection with
     the Exchange of the Owner's beneficial interest in a Restricted Global Note
     for a Restricted Definitive Note with an equal principal amount, the Owner
     hereby certifies that the Restricted Definitive Note is being acquired for
     the Owner's own account without transfer. Upon consummation of the proposed
     Exchange in accordance with the terms of the Indenture, the Restricted
     Definitive Note issued will continue to be subject to the restrictions on
     transfer enumerated in the Private Placement Legend printed on the
     Restricted Definitive Note and in the Indenture and the Securities Act.

               (b)  [ ] Check if Exchange is from Restricted Definitive Note to
     beneficial interest in a Restricted Global Note. In connection with the
     Exchange of the Owner's Restricted Definitive Note for a beneficial
     interest in the [CIRCLE ONE] 144A Global Note, Regulation S Global Note, AI
     Global Note, with an equal principal amount, the Owner hereby certifies (i)
     the beneficial interest is being acquired for the Owner's own account
     without transfer and (ii) such Exchange has been effected in compliance
     with the transfer restrictions applicable to the Restricted Definitive Note
     and pursuant to and in accordance with the Securities Act, and in
     compliance with any applicable blue sky securities laws of any state of the
     United States. Upon consummation of the proposed Exchange in accordance
     with the terms of the Indenture, the beneficial interest issued will be
     subject to the restrictions on transfer enumerated in the Private Placement
     Legend printed on the relevant Restricted Global Note and in the Indenture
     and the Securities Act.


                                      C-2

<PAGE>

          This certificate and the statements contained herein are made for your
benefit and the benefit of the Issuers.

                                         --------------------------------------
                                               [Insert Name of Transferor]


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

                                         Dated:
                                               --------------------------------


                                      C-3

<PAGE>

                                    EXHIBIT D

                            FORM OF CERTIFICATE FROM
                          ACQUIRING ACCREDITED INVESTOR

CBD Media LLC
CBD Finance, Inc.
312 Plum Street, Suite 900
Cincinnati, OH 45202
Attention: Chief Financial Officer

HSBC Bank USA
452 Fifth Avenue
New York, NY 10018
Attention: Issuer Services
Telecopier No.:  (212) 525-1300

     Re:  8-5/8% Senior Subordinated Notes due June 1, 2011
          -------------------------------------------------

          Reference is hereby made to the Indenture, dated as of June 13, 2003
(the "Indenture"), among CBD Media LLC and CBD Finance, Inc., as issuers (the
"Issuers") and HSBC Bank USA, as trustee. Capitalized terms used but not defined
herein shall have the meanings given to them in the Indenture.

          In connection with our proposed purchase of $[ ],000,000 aggregate
principal amount of:

          (a)  [ ] a beneficial interest in a Global Note, or

          (b)  [ ] a Definitive Note,

                   we confirm that:

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

          2.   We understand that the offer and sale of the Notes have not been
registered under the Securities Act, and that the Notes and any interest therein
may not be offered or sold except as permitted in the following sentence. We
agree, on our own behalf and on behalf of any accounts for which we are acting
as hereinafter stated, that if we should sell the Notes or any interest therein,
we will do so only (A)(1) to a person whom we reasonably believe is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act
purchasing for its own account or for the account of a "qualified institutional
buyer" in a transaction meeting the requirements of Rule 144A, (2) in an
offshore transaction complying with Rule 903 or Rule 904 of Regulation S under
the Securities Act, (3) pursuant to an exemption from registration under the
Securities Act provided by Rule 144 thereunder (if available), (4) to an
institutional "accredited investor" in a transaction exempt from the
registration requirements of the Securities Act, (5) in accordance with another
exemption from the registration requirements of the Securities Act (based on an
opinion of counsel if the issuers so request) or (6) pursuant to an effective
registration statement under the Securities Act and (B) in accordance with all
applicable securities laws of the states of the United States.

          3.   We understand that, on any proposed resale of the Notes or
beneficial interest therein, we will be required to furnish to you and the
Issuers such certifications, legal opinions and other information as you and the
Issuers may reasonably require to confirm that the proposed sale complies with
the foregoing restrictions. We further understand that the Notes purchased by us
will bear a legend to the foregoing effect.

                                      D-1

<PAGE>

          4.   We are an "accredited investor" (as defined in Rule 501(a) of
Regulation D under the Securities Act) and have such knowledge and experience in
financial and business matters as to be capable of evaluating the merits and
risks of our investment in the Notes, and we and any accounts for which we are
acting are each able to bear the economic risk of our or its investment. We have
had access to such financial and other information and have been afforded the
opportunity to ask such questions of representatives of the Issuers and receive
answers thereto, as we deem necessary in connection with our decision to
purchase the Notes.

          5.   We are acquiring the Notes or beneficial interest therein
purchased by us for our own account or for one or more accounts (each of which
is an "accredited investor") as to each of which we exercise sole investment
discretion and are not acquiring the Notes with a view to any distribution
thereof in a transaction that would violate the Securities Act of the securities
laws of any state of the United States or any other applicable jurisdiction.


                                      D-2

<PAGE>

          You and the Issuers 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. This letter shall be governed by, and
construed in accordance with, the laws of the State of New York.

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


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

                                         Dated:
                                               ----------------------


                                      D-3

<PAGE>

                                    EXHIBIT E

                          FORM OF NOTATION OF GUARANTEE

          For value received, each Guarantor (which term includes any successor
Person under the Indenture), jointly and severally, hereby unconditionally
guarantees, to the extent set forth in the Indenture and subject to the
provisions in the Indenture, dated as of June 13, 2003 (the "Indenture"), among
CBD Media LLC and CBD Finance, Inc., as the joint and several obligors (the
"Issuers") and HSBC Bank USA, as trustee (the "Trustee"), (a) the due and
punctual payment of the principal of, premium, if any, and interest, if any, on
the Notes, whether at maturity, by acceleration, redemption or otherwise, the
due and punctual payment of interest on overdue principal and premium, if any,
and, to the extent permitted by law, interest, if any, and the due and punctual
performance of all other Obligations of the Issuers to the Holders or the
Trustee under the Notes and the Indenture, all in accordance with the terms of
the Notes and the Indenture; and (b) in case of any extension of time of payment
or renewal of any Notes or any of such other Obligations, that the same shall be
promptly paid in full when due or performed in accordance with the terms of the
extension or renewal, whether at maturity, by acceleration pursuant to Section
6.02 of the Indenture, redemption or otherwise. The Obligations of the
Guarantors to the Holders of Notes and to the Trustee pursuant to the guarantee
and the Indenture are expressly set forth in Article 10 of the Indenture and
reference is hereby made to the Indenture for the precise terms of the
guarantee. Except to the extent provided in the Indenture, including Sections
8.02, 8.03 and 10.05 thereof, this guarantee shall not be discharged except by
complete performance of the Obligations contained herein and in the Indenture.
Each Holder of a Note, by accepting the same agrees to and shall be bound by
such provisions. Capitalized terms used herein and not defined are used herein
as so defined in the Indenture.

                            [Signature page follows]


                                      E-1

<PAGE>

                                         [NAME OF GUARANTOR]


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


                                      E-2

<PAGE>

                              CROSS-REFERENCE TABLE


TIA Section                                                         Indenture
 Reference                                                           Section

310(a)(1)                                                           7.10
(a)(2)                                                              7.10
(a)(3)                                                              N.A.
(a)(4)                                                              N.A.
(a)(5)                                                              7.10
(b)                                                                 7.08, 7.10
(c)                                                                 N.A.
311(a)                                                              7.11
(b)                                                                 7.11
(c)                                                                 N.A.
312(a)                                                              2.05
(b)                                                                 12.03
(c)                                                                 12.03
313(a)                                                              7.06
(b)(1)                                                              N.A.
(b)(2)                                                              7.06, 7.07
(c)                                                                 7.06,
                                                                    12.02
(d)                                                                 7.06
314(a)                                                              4.03,
                                                                    4.04,
                                                                    12.02
(b)                                                                 N.A.
(c)(1)                                                              12.04
(c)(2)                                                              12.04
(c)(3)                                                              N.A.
(d)                                                                 N.A.
(e)                                                                 12.05
315(a)                                                              7.01
(b)                                                                 7.05,
                                                                    12.02
(c)                                                                 7.01
(d)                                                                 7.01
(e)                                                                 6.11
316(a) (last sentence)                                              2.09
(a)(1)(A)                                                           6.05
(a)(1)(B)                                                           6.04
(a)(2)                                                              N.A.
(b)                                                                 6.07
317(a)(1)                                                           6.08
(a)(2)                                                              6.09
(b)                                                                 2.04
318(a)                                                              12.01

          N.A. means Not Applicable.

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