<PAGE>   1
                                                                    EXHIBIT 4.1

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










                        GROUP MAINTENANCE AMERICA CORP.



                                 as the Company

                                      and

                         THE SUBSIDIARIES NAMED HEREIN

                                 as Guarantors

                                       to

                      STATE STREET BANK AND TRUST COMPANY

                                   as Trustee

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

                                   INDENTURE

                          Dated as of January 22, 1999


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


                               up to $200,000,000

                   9 3/4% Senior Subordinated Notes due 2009,
                                    Series A

                   9 3/4% Senior Subordinated Notes due 2009,
                                    Series B




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


<PAGE>   2


                             CROSS-REFERENCE TABLE

<TABLE>
<CAPTION>
  TIA                                                              Indenture
Section                                                             Section
-------                                                            ---------
<S>                                                                  <C>  
310(a)(1)........................................................      6.9
310(a)(2)........................................................      6.9
310(a)(3)........................................................      N.A
310(a)(4)........................................................      N.A.
310(a)(5)........................................................      N.A.
310(b)...........................................................      6.8; 6.10
310(c)...........................................................      N.A.
311(a)...........................................................      6.13
311(b)...........................................................      6.13
311(c)...........................................................      N.A.
312(a)...........................................................      7.1; 7.2
312(b)...........................................................      7.2
312(c)...........................................................      7.2
313(a)...........................................................      7.3
313(b)...........................................................      7.3
313(c)...........................................................      1.6
313(d)...........................................................      7.3
314(a)...........................................................      7.4
314(b)...........................................................      N.A.
314(c)(1)........................................................      1.2
314(c)(2)........................................................      1.2
314(c)(3)........................................................      N.A.
314(d)...........................................................      N.A.
314(e)...........................................................      1.2
314(f)...........................................................      N.A.
315(a)...........................................................      6.1
315(b)...........................................................      6.2
315(c)...........................................................      6.1
315(d)...........................................................      6.1
315(e)...........................................................      5.14
316(a)(1)(A).....................................................      5.12
316(a)(1)(B).....................................................      5.13
316(a)(2)........................................................      N.A.
316(a)(last sentence)............................................      1.1*
316(b)...........................................................      5.7; 5.8
316(c)...........................................................      1.4
317(a)(1)........................................................      5.3
317(a)(2)........................................................      5.4
317(b)...........................................................      10.3
317(a)...........................................................      1.7
</TABLE>


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

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

N.A. means Not Applicable

*      Definition of "Outstanding."


<PAGE>   3


                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
 
                                   ARTICLE I

                        Definitions and Other Provisions
                             of General Application
<S>           <C>                                                           <C>
SECTION 1.1.   Definitions....................................................1
SECTION 1.2.   Compliance Certificates and Opinions..........................32
SECTION 1.3.   Form of Documents Delivered to Trustee........................33
SECTION 1.4.   Acts of Holders; Record Dates.................................33
SECTION 1.5.   Notices to Trustee, the Company or a Guarantor................36
SECTION 1.6.   Notice to Holders; Waiver.....................................37
SECTION 1.7.   Conflict with Trust Indenture Act.............................37
SECTION 1.8.   Effect of Headings and Table of Contents......................37
SECTION 1.9.   Successors and Assigns........................................37
SECTION 1.10.  Separability Clause...........................................38
SECTION 1.11.  Benefits of Indenture.........................................38
SECTION 1.12.  Governing Law.................................................38
SECTION 1.13.  Legal Holidays................................................38

                                   ARTICLE II

                                 Security Forms

SECTION 2.1.   Forms Generally...............................................38

                                  ARTICLE III

                                 The Securities

SECTION 3.1.   Title and Terms...............................................39
SECTION 3.2.   Denominations.................................................40
SECTION 3.3.   Execution, Authentication, Delivery and Dating................40
SECTION 3.4.   Temporary Securities..........................................41
SECTION 3.5.   Registration, Registration of Transfer and Exchange...........42
SECTION 3.6.   Mutilated, Destroyed, Lost and Stolen Securities..............43
SECTION 3.7.   Payment of Interest; Rights Preserved.........................44
SECTION 3.8.   Persons Deemed Owners.........................................45
SECTION 3.9.   Cancellation..................................................45
</TABLE>


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

Note:  This table of contents shall not, for any purpose, be deemed to be a 
       part of the Indenture.


                                      -i-
<PAGE>   4

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>           <C>                                                           <C>
SECTION 3.10.  Computation of Interest.......................................46
SECTION 3.11.  CUSIP and CINS Numbers........................................46
SECTION 3.12.  Deposits of Monies............................................46
SECTION 3.13.  Book-Entry Provisions for Global Securities...................46
SECTION 3.14.  Special Transfer Provisions...................................47

                                   ARTICLE IV

                           Satisfaction and Discharge

SECTION 4.1.   Satisfaction and Discharge of Indenture.......................51
SECTION 4.2.   Application of Trust Money....................................52

                                   ARTICLE V

                                    Remedies

SECTION 5.1.   Events of Default.............................................53
SECTION 5.2.   Acceleration of Maturity; Rescission and Annulment............55
SECTION 5.3.   Collection of Indebtedness and Suits for Enforcement by 
               Trustee.......................................................56
SECTION 5.4.   Trustee May File Proofs of Claim..............................57
SECTION 5.5.   Trustee May Enforce Claims Without Possession of Securities...58
SECTION 5.6.   Application of Money Collected................................58
SECTION 5.7.   Limitation on Suits...........................................59
SECTION 5.10.  Unconditional Right of Holders to Receive Principal, Premium 
               and Interest..................................................60
SECTION 5.11.  Restoration of Rights and Remedies............................60
SECTION 5.12.  Rights and Remedies Cumulative................................60
SECTION 5.13.  Delay or Omission Not Waiver..................................60
SECTION 5.14.  Control by Holders............................................61
SECTION 5.15.  Waiver of Past Defaults.......................................61
SECTION 5.16.  Undertaking for Costs.........................................61
SECTION 5.17.  Waiver of Stay or Extension Laws..............................62

                                   ARTICLE VI

                                  The Trustee

SECTION 6.1.   Certain Duties and Responsibilities...........................62
SECTION 6.2.   Notice of Defaults............................................63
SECTION 6.3.   Certain Rights of Trustee.....................................64
</TABLE>


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

Note:  This table of contents shall not, for any purpose, be deemed to be a 
       part of the Indenture.


                                      -ii-
<PAGE>   5

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>           <C>                                                           <C>
SECTION 6.4.   Not Responsible for Recitals or Issuance of Securities........65
SECTION 6.5.   May Hold Securities...........................................65
SECTION 6.6.   Money Held in Trust...........................................66
SECTION 6.7.   Compensation and Reimbursement................................66
SECTION 6.8.   Conflicting Interests.........................................67
SECTION 6.9.   Corporate Trustee Required; Eligibility.......................67
SECTION 6.10.  Resignation and Removal; Appointment of Successor.............67
SECTION 6.11.  Acceptance of Appointment by Successor........................69
SECTION 6.12.  Merger, Conversion, Consolidation or Succession to Business...70
SECTION 6.13.  Preferential Collection of Claims Against the Company or a 
               Guarantor.....................................................70
SECTION 6.14.  Appointment of Authenticating Agent...........................70

                                  ARTICLE VII

               Holders' Lists and Reports by Trustee and Company

SECTION 7.1.   Company to Furnish Trustee Names and Addresses of Holders.....72
SECTION 7.2.   Preservation of Information; Communications to Holders........72
SECTION 7.3.   Reports by Trustee............................................73
SECTION 7.4.   Reports by Company............................................73

                                  ARTICLE VIII

              Consolidation, Merger, Conveyance, Transfer or Lease

SECTION 8.1.   Company or Guarantor May Consolidate, Etc. Only on Certain 
               Terms.........................................................74
SECTION 8.2.   Successor Substituted.........................................75

                                   ARTICLE IX

                  Amendments; Waivers; Supplemental Indentures

SECTION 9.1.   Amendments, Waivers and Supplemental Indentures Without 
               Consent of Holders............................................76
SECTION 9.2.   Modifications, Amendments and Supplemental Indentures with 
               Consent of Holders............................................77
SECTION 9.3.   Execution of Supplemental Indentures..........................78
SECTION 9.4.   Effect of Supplemental Indentures.............................79
</TABLE>


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

Note:  This table of contents shall not, for any purpose, be deemed to be a 
       part of the Indenture.


                                      -iii-
<PAGE>   6

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>           <C>                                                           <C>
SECTION 9.5.   Conformity with Trust Indenture Act...........................79
SECTION 9.6.   Reference in Securities to Supplemental Indentures............79
SECTION 9.7.   Waiver of Certain Covenants...................................79
SECTION 9.8.   No Liability for Certain Persons..............................80

                                   ARTICLE X

                                   Covenants

SECTION 10.1.  Payment of Principal, Premium and Interest....................80
SECTION 10.2.  Maintenance of Office or Agency...............................80
SECTION 10.3.  Money for Security Payments to be Held in Trust...............81
SECTION 10.4.  Existence; Activities.........................................82
SECTION 10.5.  Maintenance of Properties.....................................83
SECTION 10.6.  Payment of Taxes and Other Claims.............................83
SECTION 10.7.  Maintenance of Insurance......................................83
SECTION 10.8.  Limitation on Indebtedness....................................84
SECTION 10.9.  Limitation on Restricted Payments.............................84
SECTION 10.10. Limitation on Issuance of Preferred Stock of Restricted 
               Subsidiaries..................................................88
SECTION 10.11. Limitation on Transactions with Affiliates....................88
SECTION 10.12. Limitation on Liens...........................................89
SECTION 10.13. Change of Control.............................................89
SECTION 10.14. Disposition of Proceeds of Asset Sales........................90
SECTION 10.15. Limitation on Dividends and Other Payment Restrictions 
               Affecting Restricted Subsidiaries.............................93
SECTION 10.16. Limitation on Issuance of Subordinated Indebtedness...........94
SECTION 10.17. Additional Subsidiary Guarantees..............................94
SECTION 10.18. Limitation on Designations of Unrestricted Subsidiaries.......95
SECTION 10.19. Provision of Financial Information............................96
SECTION 10.20. Statement by Officers as to Default; Compliance Certificates..97

                                   ARTICLE XI

                            Redemption of Securities

SECTION 11.1.  Right of Redemption...........................................97
SECTION 11.2.  Applicability of Article......................................97
SECTION 11.3.  Election to Redeem; Notice to Trustee.........................97
</TABLE>


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

Note:  This table of contents shall not, for any purpose, be deemed to be a 
       part of the Indenture.


                                      -iv-
<PAGE>   7

<TABLE>
<CAPTION>
                                                                           Page
                                                                           ----
<S>           <C>                                                          <C>
SECTION 11.4.  Selection by Trustee of Securities To Be Redeemed............98
SECTION 11.5.  Notice of Redemption.........................................98
SECTION 11.6.  Deposit of Redemption Price..................................99
SECTION 11.7.  Securities Payable on Redemption Date........................99
SECTION 11.8.  Securities Redeemed in Part.................................100

                                  ARTICLE XII

                       Defeasance and Covenant Defeasance

SECTION 12.1.  Company's Option To Effect Defeasance or Covenant 
               Defeasance..................................................100
SECTION 12.2.  Defeasance and Discharge....................................101
SECTION 12.3.  Covenant Defeasance.........................................101
SECTION 12.4.  Conditions to Defeasance or Covenant Defeasance.............102
SECTION 12.5.  Deposited Money and U.S. Government Obligations To Be Held 
               in Trust; Miscellaneous Provisions..........................104
SECTION 12.6.  Reinstatement...............................................105

                                  ARTICLE XIII

                                    Guaranty

SECTION 13.1.  Guaranty....................................................105
SECTION 13.2.  Limitation on Liability.....................................108
SECTION 13.3.  Execution and Delivery of Guarantees........................108
SECTION 13.4.  Guarantors May Consolidate, Etc., on Certain Terms..........109
SECTION 13.5.  Release of Guarantors.......................................109
SECTION 13.6.  Successors and Assigns......................................110
SECTION 13.7.  No Waiver, etc..............................................110
SECTION 13.8.  Modification, etc...........................................110
SECTION 13.9.  Subordination of Guarantees.................................111

                                  ARTICLE XIV

                                 Subordination

SECTION 14.1.  Securities Subordinate to Senior Indebtedness and Senior to
               Subordinated Indebtedness...................................111
SECTION 14.2.  Payment Over of Proceeds Upon Dissolution, Etc..............112
SECTION 14.3.  No Payment When Designated Senior Indebtedness in Default...112
</TABLE>


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

Note:  This table of contents shall not, for any purpose, be deemed to be a 
       part of the Indenture.


                                      -v-
<PAGE>   8

<TABLE>
<CAPTION>
                                                                          Page
                                                                          ----
<S>           <C>                                                          <C>
SECTION 14.4.  Subrogation to Rights of Holders of Senior Indebtedness.....114
SECTION 14.5.  Provisions Solely to Define Relative Rights.................114
SECTION 14.6.  Trustee to Effectuate Subordination.........................115
SECTION 14.7.  No Waiver of Subordination Provisions.......................115
SECTION 14.8.  Notice to Trustee...........................................115
SECTION 14.9.  Reliance on Judicial Order or Certificate of Liquidating 
               Agent.......................................................116
SECTION 14.10. Trustee Not Fiduciary for Holders of Senior Indebtedness....116
SECTION 14.11. Rights of Trustee as Holder of Senior Indebtedness; 
               Preservation of Trustee's Rights............................117
SECTION 14.12. Article Applicable to Paying Agents.........................117
</TABLE>


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

Note:  This table of contents shall not, for any purpose, be deemed to be a 
       part of the Indenture.


                                      -vi-
<PAGE>   9

<TABLE>
<S>               <C>
Schedule A        The Guarantors

Exhibit A-1       Form of Security
Exhibit A-2       Form of Series B Security
Exhibit B         Global Securities Legend
Exhibit C         Transfer Letter
Exhibit D         Form of Notation on Security Relating to Guaranty
</TABLE>


<PAGE>   10

          INDENTURE, dated as of January 22, 1999, among GROUP MAINTENANCE
AMERICA CORP., a corporation duly organized and existing under the laws of the
State of Texas (herein called the "Company"), having its principal office at 8
Greenway Plaza, Suite 1500, Houston, Texas 77046, the Subsidiaries of the
Company named in Schedule A as of the date of issuance (herein called the
"Initial Guarantors") and STATE STREET BANK AND TRUST COMPANY, as trustee
(herein called the "Trustee").

                            RECITALS OF THE COMPANY

          The Company has duly authorized the creation of an issue of 9 3/4%
Senior Subordinated Notes due 2009 (the "Securities") of substantially the
tenor and amount hereinafter set forth, and to provide therefor the Company has
duly authorized the execution and delivery of this Indenture.

          Each Guarantor desires to make the Guaranty provided herein and has
duly authorized the execution and delivery of this Indenture.

          All things necessary to make the Securities, when executed by the
Company, authenticated and delivered hereunder and duly issued by the Company,
and each Guaranty, when executed and delivered hereunder by each Guarantor, the
valid obligations of the Company and each Guarantor, and to make this Indenture
a valid agreement of the Company and each Guarantor, in accordance with their
and its terms, have been done.

                   NOW, THEREFORE, THIS INDENTURE WITNESSETH:

          For and in consideration of the premises and the purchase of the
Securities by the Holders (as defined herein) thereof, it is mutually
covenanted and agreed, for the equal and proportionate benefit of all Holders
of the Securities, as follows:

                                   ARTICLE I

                        Definitions and Other Provisions
                             of General Application

SECTION 1.1.   Definitions.

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

<PAGE>   11

               (1) the terms defined in this Article have the meanings assigned
          to them in this Article and include the plural as well as the
          singular;

               (2) all other terms used herein which are defined in the Trust
          Indenture Act, either directly or by reference therein, have the
          meanings assigned to them therein;

               (3) all accounting terms not otherwise defined herein have the
          meanings assigned to them in accordance with GAAP (whether or not
          such is indicated herein);

               (4) unless the context otherwise requires, any reference to an
          "Article" or a "Section" refers to an Article or Section, as the case
          may be, of this Indenture;

               (5) 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; and

               (6) each reference herein to a rule or form of the Commission
          shall mean such rule or form and any rule or form successor thereto,
          in each case as amended from time to time.

               Whenever this Indenture requires that a particular ratio or
amount be calculated with respect to a specified period after giving effect to
certain transactions or events on a pro forma basis, such calculation shall be
made as if the transactions or events occurred on the first day of such period,
unless otherwise specified.

               "Acquired Indebtedness means Indebtedness of a Person (a)
assumed in connection with an Asset Acquisition from such Person or (b)
existing at the time such Person becomes or is merged into a Subsidiary of any
other Person other than Indebtedness incurred in connection with, or in
contemplation of, such Asset Acquisition or such Person becoming a Subsidiary.

               "Act," when used with respect to any Holder, has the meaning
specified in Section 1.4.

               "Affiliate" means, with respect to any specified Person, (i) any
other Person directly or indirectly controlling or controlled by or under
direct or indirect common control with such specified Person, (ii) any other
Person that owns, directly or indirectly, 10% or more of such specified
Person's Voting Stock or (iii) any officer or director of (A) any such
specified Person, (B) any Subsidiary of such specified Person or (C) any Person
described in clauses (i) or (ii) above.


                                     -2-
<PAGE>   12

               "Asset Acquisition" means (a) an Investment by the Company or
any Restricted Subsidiary of the Company in any other Person pursuant to which
such Person shall become a Restricted Subsidiary of the Company, or shall be
merged with or into the Company or any Restricted Subsidiary of the Company, or
(b) the acquisition by the Company or any Restricted Subsidiary of the Company
of the assets of any Person which constitute all or substantially all of the
assets of such Person, any division or line of business of such Person or,
other than in the ordinary course of business, any other properties or assets
of such Person.

               "Asset Sale" means any sale, issuance, conveyance, transfer,
lease (that has the effect of a disposition) or other disposition by the
Company or any Restricted Subsidiary of the Company to any Person other than
the Company or a Restricted Subsidiary of the Company, of (a) any Capital Stock
of any Restricted Subsidiary of the Company; (b) all or substantially all of
the properties and assets of any division or line of business of the Company or
any Restricted Subsidiary of the Company; or (c) any other properties or assets
of the Company or any Restricted Subsidiary outside of the ordinary course of
business, other than (i) sales of obsolete, damaged or used equipment or other
equipment or inventory sales in the ordinary course of business, (ii) sales of
assets in one or a series of related transactions for an aggregate
consideration of less than $5,000,000, (iii) sales of accounts receivable for
financing purposes, (iv) the grant in the ordinary course of business of any
non-exclusive license of patents, trademarks, registrations therefor and other
similar intellectual property, (v) any Lien (or foreclosure thereon) securing
Indebtedness to the extent that such Lien is granted in compliance with Section
10.12 and (vi) any Restricted Payment permitted by Section 10.9. For the
purposes of this definition, the term "Asset Sale" shall not include any sale,
issuance, conveyance, transfer, lease or other disposition of properties or
assets that is governed by the provisions of Article VIII.

               "Asset Sale Offer" has the meaning specified in Section 10.14.

               "Asset Sale Offer Price" has the meaning specified in Section
10.14.

               "Asset Sale Purchase Date" has the meaning specified in Section
10.14.

               "Authenticating Agent" means any Person authorized by the
Trustee pursuant to Section 6.14 hereof to act on behalf of the Trustee to
authenticate Securities.


                                     -3-
<PAGE>   13

               "Average Life to Stated Maturity" means, with respect to any
Indebtedness, as at any date of determination, the quotient obtained by
dividing (i) the sum of the products of (a) the number of years from such date
of such determination to the date or dates of each successive scheduled
principal payment (including, without limitation, any sinking fund
requirements) of such Indebtedness and (b) the amount of each such principal
payment by (ii) the sum of all such principal payments.

               "Board of Directors" means the board of directors of a company
or its equivalent, including managers of a limited liability company, general
partners of a partnership or trustees of a business trust, or any duly
authorized committee thereof.

               "Board Resolution" means a copy of a resolution certified by the
Secretary or an Assistant Secretary of a company to have been duly adopted by
the Board of Directors of such company and to be in full force and effect on
the date of such certification, and delivered to the Trustee.

               "Business Day" means each Monday, Tuesday, Wednesday, Thursday
and Friday which is not a day on which banking institutions in the Borough of
Manhattan, The City of New York or the city in which the corporate trust office
of the Trustee is located are authorized or obligated by law or executive order
to close.

               "Capital Stock" means, with respect to any Person, any and all
shares, interests, participations, rights in or other equivalents (however
designated) of such Person's capital stock or equity participations, and any
rights (other than debt securities convertible into capital stock), warrants or
options exchangeable for or convertible into such capital stock and, including,
without limitation, with respect to partnerships, limited liability companies
or business trusts, ownership interests (whether general or limited) and 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, such
partnerships, limited liability companies or business trusts.

               "Capitalized Lease Obligation" means any obligation under a
lease of (or other agreement conveying the right to use) any property (whether
real, personal or mixed) that is required to be classified and accounted for as
a capital lease obligation under GAAP, and, for the purpose of this Indenture,
the amount of such obligation at any date shall be the capitalized amount
thereof at such date, determined 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 


                                     -4-
<PAGE>   14

prior to the first date upon which such lease may be terminated by the lessee
without payment of a penalty.

               "Cash Equivalents" means, at any time, (i) any evidence of
Indebtedness, maturing not more than one year after such time, issued or
guaranteed by the United States Government or any agency thereof, (b)
commercial paper, maturing not more than one year from the date of issue, or
corporate demand notes, in each case rated at least A-1 by S&P or P-1 by
Moody's, (c) any certificate of deposit (or time deposits represented by such
certificates of deposit) or bankers' acceptance, maturing not more than one
year after such time, or overnight Federal Funds transactions that are issued
or sold by a commercial banking institution that is a member of the Federal
Reserve System and has a combined capital and surplus and undivided profits of
not less than $500,000,000, (d) any repurchase agreement entered into with any
commercial banking institution of the stature referred to in clause (c) which
(i) is secured by a fully perfected security interest in any obligation of the
type described in any of clauses (a) through (c) and (ii) has a market value at
the time such repurchase agreement is entered into of not less than 100% of the
repurchase obligation of such commercial banking institution thereunder, (e)
investments in short term asset management accounts managed by any bank party
to the New Credit Agreement (or by affiliate of any such bank) which are
invested in indebtedness of any state or municipality of the United States or
of the District of Columbia and which are rated under one of the two highest
ratings then obtainable from S&P or by Moody's or investments of the types
described in clauses (a) through (d) above, and (f) investments in funds
investing primarily in investments of the types described in clauses (a)
through (e) above.

               "Cedel" means Cedel Bank, Societe anonyme.

               "Change of Control" means the occurrence of any of the following
events: (a) any "person" or "group" (as such terms are used in Sections 13(d)
and 14(d) of the Exchange Act), is or becomes the "beneficial owner" (as
defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a person
shall be deemed to have "beneficial ownership" of all securities that such
person has the right to acquire, whether such right is exercisable immediately
or only after the passage of time), directly or indirectly, of more than 50% of
the total Voting Stock of the Company; (b) the Company consolidates with, or
merges with or into, another Person or sells, assigns, conveys, transfers,
leases or otherwise disposes of all or substantially all of its assets to any
Person, or any Person consolidates with, or merges with or into, the Company,
in any such event pursuant to a transaction in which the outstanding Voting
Stock of the Company is converted into or exchanged for 


                                      -5-
<PAGE>   15
cash, securities or other property, other than any such transaction where (i)
the outstanding Voting Stock of the Company is converted into or exchanged for
Voting Stock (other than Redeemable Capital Stock) of the surviving or
transferee corporation and (ii) immediately after such transaction no "person"
or "group" (as such terms are used in Section 13(d) and 14(d) of the Exchange
Act) is the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the
Exchange Act, except that a person shall be deemed to have "beneficial
ownership" of all securities that such person has the right to acquire, whether
such right is exercisable immediately or only after the passage of time),
directly or indirectly, of more than 50% of the total Voting Stock of the
surviving or transferee corporation; (c) during any consecutive two-year
period, individuals who at the beginning of such period constituted the Board
of Directors of the Company (together with any new directors whose election by
such Board of Directors or whose nomination for election by the stockholders of
the Company was approved by a vote of 66-2/3% of the directors then still in
office who were either directors at the beginning of such period or whose
election or nomination for election was previously so approved) cease for any
reason to constitute a majority of the Board of Directors of the Company then
in office; or (d) the Company is liquidated or dissolved or adopts a plan of
liquidation."

               "Change of Control Offer" has the meaning specified in Section
10.13.

               "Change of Control Purchase Date" has the meaning specified in
Section 10.13.

               "Change of Control Purchase Price" has the meaning specified in
Section 10.13.

               "Code" means the Internal Revenue Code of 1986, as amended from
time to time, and the rules and regulations thereunder.

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

               "Common Stock" means the common stock of the Company, par value
$0.001 per share.

               "Company" means the Person named as the "Company" in the first
paragraph of this instrument until a successor Person shall have become such
pursuant to the applicable provisions of 


                                      -6-
<PAGE>   16
this Indenture and thereafter "Company" shall mean such successor Person.

               "Company Request or "Company Order" means a written request or
order signed in the name of the Company by its Chairman of the Board, its Chief
Executive Officer, its Chief Financial Officer, its President or a Vice
President, and by its Treasurer, an Assistant Treasurer, its Secretary or an
Assistant Secretary, and delivered to the Trustee or Paying Agent, as
applicable.

               "Consolidated Cash Flow Available for Fixed Charges" as of any
date of determination means, with respect to any Person for any period, (i) the
sum of, without duplication, the amounts for such period, taken as a single
accounting period, of (a) Consolidated Net Income, (b) Consolidated Non-cash
Charges, (c) Consolidated Interest Expense, (d) Consolidated Income Tax Expense
(other than income tax expense (either positive or negative) attributable to
extraordinary gains or losses), (e) one-fourth of Consolidated Rental Payments,
and (f) if any Asset Sale or Asset Acquisition shall have occurred since the
first day of any four-quarter period for which "Consolidated Cash Flow
Available for Fixed Charges" is being calculated (including to the date of
calculation) (A) the amount of any compensation, remuneration or other benefit
paid or provided to any employee, consultant, Affiliate or equity owner of the
entity involved in any such Asset Acquisition to the extent such costs are
eliminated or reduced (or public announcement has been made of the intent to
eliminate or reduce such costs) prior to the date of such calculation and not
replaced and (B) the amount of any reduction in general, administrative or
overhead costs of the entity involved in any such Asset Acquisition, to the
extent such amounts under clauses (A) and (B) would be permitted to be
eliminated in a pro forma income statement prepared in accordance with Rule
11-02 of Regulation S-X, less (ii) the sum of (x) non-cash items increasing
Consolidated Net Income and (y) all cash payments during such period relating
to non-cash charges that were added back in determining Consolidated Cash Flow
Available for Fixed Charges in the most recent Four Quarter Period (as defined
in the definition of "Consolidated Fixed Charge Coverage Ratio").

               "Consolidated Fixed Charge Coverage Ratio" as of any date of
determination means, with respect to any Person, the ratio of the aggregate
amount of Consolidated Cash Flow Available for Fixed Charges of such Person for
the four full fiscal quarters, treated as one period, for which financial
information in respect thereof is available immediately preceding the date of
the transaction (the "Transaction Date") giving rise to the need to calculate
the Consolidated Fixed Charge Coverage Ratio (such four full fiscal quarter
period being referred to 


                                      -7-
<PAGE>   17

herein as the "Four Quarter Period") to the aggregate amount of Consolidated
Fixed Charges of such Person for the Four Quarter Period. In calculating
"Consolidated Fixed Charges" for purposes of determining the denominator (but
not the numerator) of this "Consolidated Fixed Charge Coverage Ratio", (i)
interest on outstanding Indebtedness determined on a fluctuating basis as of
the Transaction Date and which will continue to be so determined thereafter
shall be deemed to have accrued at a fixed rate per annum equal to the rate of
interest on such Indebtedness in effect on the Transaction Date; and (ii) if
interest on any Indebtedness actually incurred on the Transaction Date may
optionally be determined at an interest rate based upon a factor of a prime or
similar rate, a eurocurrency interbank offered rate, or other rates, then the
interest rate in effect on the Transaction Date will be deemed to have been in
effect during the Four Quarter Period. If such Person or any of its Restricted
Subsidiaries directly or indirectly guarantees Indebtedness of a third Person,
the above clause shall give effect to the incurrence of such guaranteed
Indebtedness as if such Person or such Subsidiary had directly incurred or
otherwise assumed such guaranteed Indebtedness.

               "Consolidated Fixed Charges" means, with respect to any Person
for any period, the sum of, without duplication, the amounts for such period of
(i) Consolidated Interest Expense, (ii) the aggregate amount of dividends and
other distributions paid or accrued during such period in respect of Redeemable
Capital Stock of such Person and its Restricted Subsidiaries on a consolidated
basis and (iii) one-fourth of Consolidated Rental Payments.

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

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


                                      -8-
<PAGE>   18
period as determined on a consolidated basis in accordance with GAAP.

               "Consolidated Net Income" means, with respect to any Person, for
any period, the consolidated net income (or loss) of such Person and its
Restricted Subsidiaries for such period as determined in accordance with GAAP,
adjusted, to the extent included in calculating such net income, by excluding,
without duplication, (i) all extraordinary gains or losses (net of fees and
expenses relating to the transaction giving rise thereto), (ii) the portion of
net income of such Person and its Restricted Subsidiaries allocable to minority
interests in unconsolidated Persons or to Investments in Unrestricted
Subsidiaries to the extent that cash dividends or distributions have not
actually been received by such Person or one of its Restricted Subsidiaries,
(iii) net income (or loss) of any Person combined with such Person or one of
its Restricted Subsidiaries on a "pooling of interests" basis attributable to
any period prior to the date of combination, (iv) gains or losses in respect of
any Asset Sales by such Person or one of its Restricted Subsidiaries (net of
fees and expenses relating to the transaction giving rise thereto), on an
after-tax basis, (v) the net income of any Restricted Subsidiary of such Person
to the extent that the declaration of dividends or similar distributions by
that Restricted Subsidiary of that income is not at the time permitted,
directly or indirectly, by operation of the terms of its charter or any
agreement, instrument, judgment, decree, order, statute, rule or governmental
regulations applicable to that Restricted Subsidiary or its stockholders and
(vi) any gain or loss realized as a result of the cumulative effect of a change
in accounting principles.

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

               "Consolidated Rental Payments" of any Person means, for any
period, the aggregate rental obligations of such Person and its Restricted
Subsidiaries (not including taxes, insurance, maintenance and similar expenses
that the lessee is obligated to pay under the terms of the relevant leases),
determined on a consolidated basis in accordance with GAAP, payable in respect
of such period (net of income from subleases thereof, not including taxes,
insurance, maintenance and similar expenses that the sublessee is obligated to
pay under the 


                                      -9-
<PAGE>   19

terms of such sublease), whether or not such obligations are reflected as
liabilities or commitments on a consolidated balance sheet of such Person and
its Restricted Subsidiaries or in the notes thereto, excluding, however, in any
event, (i) that portion of Consolidated Interest Expense of such Person
representing payments by such Person or any of its Restricted Subsidiaries in
respect of Capitalized Lease Obligations (net of payments to such Person or any
of its Restricted Subsidiaries under subleases qualifying as capitalized lease
subleases to the extent that such payments would be deducted in determining
Consolidated Interest Expense) and (ii) the aggregate amount of amortization of
obligations of such Person and its Restricted Subsidiaries in respect of such
Capitalized Lease Obligations for such period (net of payments to such Person
or any of its Restricted Subsidiaries and subleases qualifying as capitalized
lease subleases to the extent that such payments could be deducted in
determining such amortization amount).

               "control" when used with respect to any specified Person means
the power to direct the management and policies of such Person, directly or
indirectly, whether through ownership of voting securities, by contract or
otherwise; and the terms "controlling" and "controlled" have meanings
correlative to the foregoing.

               "Corporate Trust Office" means the office of the Trustee at
which at any particular time its corporate trust business shall be
administered, which address as of the date of this Indenture is located at
Goodwin Square, 23rd Floor, 225 Asylum Street, Hartford, CT 06103, Attention:
Corporate Trust, Administration.

               "corporation" means (except in the definition of "Subsidiary") a
corporation, association, company, joint-stock company or business trust.

               "Covenant Defeasance" has the meaning specified in Section 12.3.

               "Credit Facility" means one or more debt or commercial paper
facilities with banks or other institutional lenders (including the New Credit
Agreement) providing for revolving credit loans, term loans, receivables or
inventory financing (including through the sale of receivables or inventory to
such lenders or to special purpose, bankruptcy remote entities formed to borrow
from such lenders against such receivables or inventory) or letters of credit,
in each case together with any amendments, supplements, modifications
(including by any extension of the maturity thereof), substitutions,
refinancing or replacements thereof by a lender or syndicate of lenders in one
or more successive transactions (including any such transaction 


                                      -10-
<PAGE>   20
that changes the amount available thereunder, replaces such agreement or
document, or provides for other agents or lenders).

               "Default" means any event that is, or after notice or passage of
time or both would be, an Event of Default.

               "Defeasance" has the meaning specified in Section 12.2.

               "Depository" means The Depositary Trust Company, or its
successor.

               "Designated Guarantor Senior Indebtedness" means, with respect
to a Guarantor, amounts owing by such Guarantor under the Credit Facility and
guarantees by such Guarantor of Designated Senior Indebtedness.

               "Designated Senior Indebtedness" means (i) all Indebtedness
under the New Credit Agreement and (ii) any other issue of Senior Indebtedness
which (a) at the time of the determination is equal to or greater than
$25,000,000 in aggregate principal amount and (b) is specifically designated by
the Company in the instrument evidencing such Senior Indebtedness as
"Designated Senior Indebtedness."

               "Disinterested Member of the Board of Directors of the Company"
means, with respect to any transaction or series of transactions, a member of
the Board of Directors of the Company other than a member who has any material
direct or indirect financial interest in or with respect to such transaction or
series of transactions or who is an Affiliate, officer, director or an employee
of any Person (other than the Company) who has any direct or indirect financial
interest in or with respect to such transaction or series of transactions.

               "Distribution Compliance Period" has the meaning set forth in
Section 3.14.

               "Equity Offering" means a sale of Common Stock of the Company
net cash proceeds to the Company of at least $25,000,000.

               "Euroclear" means Morgan Guaranty Trust Company of New York,
Brussels office, as operator of the Euroclear System.

               "Event of Default" has the meaning specified in Section 5.1.

               "Excess Proceeds" has the meaning specified in Section 10.14.


                                      -11-
<PAGE>   21
               "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

               "Exchange Securities" has the meaning specified in the form of
the Security in Exhibit A.

               "Expiration Date" shall have the meaning set forth in the
definition of "Offer to Purchase."

               "Fair Market Value" means, with respect to any asset, the price
(after taking into account any liabilities relating to such assets) which could
be negotiated in an arm's-length free market transaction between a willing
seller and a willing buyer, neither of which is under pressure or compulsion to
complete the transaction. Fair Market Value shall be determined by the Board of
Directors of the Company in good faith.

               "Federal Bankruptcy Code" means Title 11, U.S. Code.

               "Foreign Restricted Subsidiary" means a Restricted Subsidiary
which is not organized under the laws of the United States, or any possession
or territory thereof, any State of the United States, or the District of
Columbia.

               "GAAP" means generally accepted accounting principles set forth
in the opinions and pronouncements of the Accounting Principles Board of the
American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as may be approved by a significant segment of
the accounting profession of the United States of America, which are applicable
at the date of the Indenture.

               "Global Securities" means one or more Regulation S Global
Securities and 144A Global Securities.

               "guarantee" means, as applied to any obligation, (i) a guarantee
(other than by endorsement of negotiable instruments for collection in the
ordinary course of business), direct or indirect, in any manner, of any part or
all of such obligation and (ii) an agreement, direct or indirect, contingent or
otherwise, the practical effect of which is to assure in any way the payment or
performance (or payment of damages in the event of nonperformance) of all or
any part of such obligation, including, without limiting the foregoing, the
payment of amounts available to be drawn down under letters of credit of
another Person. The term "guarantee" used as a verb has a corresponding
meaning. The term "guarantor" shall mean any Person providing a guarantee of
any obligation.


                                      -12-
<PAGE>   22

               "Guarantor Senior Indebtedness" of a Guarantor means the
principal of, premium, if any, and interest on any Indebtedness of such
Guarantor, whether outstanding on the Issue Date or thereafter created,
incurred or assumed, unless, in the case of any particular Indebtedness, the
instrument creating or evidencing the same or pursuant to which the same is
outstanding expressly provides that such Indebtedness shall not be senior in
right of payment to such Guarantor's Guaranty. Without limiting the generality
of the foregoing, (x) "Guarantor Senior Indebtedness" shall include the
principal of, premium, if any, and interest on all obligations of every nature
of such Guarantor from time to time owed to the lenders under the New Credit
Agreement, including, without limitation, principal of and interest on, and all
fees, indemnities and expenses payable under the New Credit Agreement, and (y)
in the case of amounts owing under the New Credit Agreement and guarantees of
Designated Senior Indebtedness, "Guarantor Senior Indebtedness" shall include
interest accruing thereon subsequent to the occurrence of any Event of Default
specified in clause (7) or (8) of Section 5.1 relating to such Guarantor,
whether or not the claim for such interest is allowed under any applicable
Bankruptcy Code. Notwithstanding the foregoing, "Guarantor Senior Indebtedness"
shall not include (a) Indebtedness evidenced by the Notes or the Guarantees,
(b) Indebtedness that is expressly subordinate or junior in right of payment to
any Indebtedness of such Guarantor, (c) Indebtedness which, when incurred and
without respect to any election under Section 1111(b) of Title 11, United
States Code, is without recourse to such Guarantor, (d) Indebtedness which is
represented by Redeemable Capital Stock, (e) Indebtedness for goods, materials
or services purchased in the ordinary course of business or Indebtedness
consisting of trade payables or other current liabilities (other than any
current liabilities owing under the New Credit Agreement, or the current
portion of any long-term Indebtedness which would constitute Guarantor Senior
Indebtedness but for the operation of this clause (e)), (f) Indebtedness of or
amounts owed by such Guarantor for compensation to employees or for services
rendered to such Guarantor, (g) any liability for federal, state, local or
other taxes owed or owing by such Guarantor, (h) Indebtedness of such Guarantor
to the Company or a Subsidiary of the Company or any other Affiliate of the
Company or any of such Affiliate's Subsidiaries, (i) that portion of any
Indebtedness which is incurred by such Guarantor in violation of this
Indenture, (j) Indebtedness of such Guarantor that by operation of law is
subordinate to any general unsecured obligations of such Guarantor and (k)
amounts owing under leases.

               "Guarantor Subordinated Indebtedness" means, with respect to a
Guarantor, indebtedness and other obligations of such Guarantor which are
expressly subordinated in right of payment to such Guarantor's Guaranty.


                                      -13-
<PAGE>   23

               "Guarantors" shall mean each Initial Guarantor and each future
Subsidiary that is not designated an Unrestricted Subsidiary in accordance with
Section 10.18 herein.

               "Guaranty" means each guaranty of the Securities contained in
Article XIII given by each Guarantor.

               "Guaranty Obligations" means, with respect to each Guarantor,
the obligations of such Guarantor under Article XIII.

               "Holder" means a Person in whose name a Security is registered
in the Security Register.

               "Indebtedness" means, with respect to any Person, without
duplication, (a) all liabilities of such Person for borrowed money or for the
deferred purchase price of property or services, excluding any trade payables
and other accrued current liabilities incurred in the ordinary course of
business, but including, without limitation, all obligations, contingent or
otherwise, of such Person in connection with any letters of credit, banker's
acceptance or other similar credit transaction, (b) all obligations of such
Person evidenced by bonds, notes, debentures or other similar instruments, (c)
all indebtedness created or arising under any conditional sale or other title
retention agreement with respect to property acquired by such Person (even if
the rights and remedies of the seller or lender under such agreement in the
event of default are limited to repossession or sale of such property), but
excluding consignments, trade accounts payable arising in the ordinary course
of business, (d) all Capitalized Lease Obligations of such Person, (e) all
Indebtedness referred to in the preceding clauses of other Persons and all
dividends of other Persons, the payment of which is secured by (or for which
the holder of such Indebtedness has an existing right, contingent or otherwise,
to be secured by) any Lien upon property (including, without limitation,
accounts and contract rights) owned by such Person, even though such Person has
not assumed or become liable for the payment of such Indebtedness (the amount
of such obligation being deemed to be the lesser of the Fair Market Value of
such property or asset or the amount of the obligation so secured), (f) all
guarantees of Indebtedness referred to in this definition by such Person, (g)
all Redeemable Capital Stock of such Person valued at the greater of its
voluntary or involuntary maximum fixed repurchase price plus accrued dividends,
(h) all Interest Rate Protection Obligations of such Person, and (i) any
amendment, supplement, modification, deferral, renewal, extension, refinancing
or refunding of any liability of the types referred to in clauses (a) through
(h) above; provided, however, that Indebtedness shall not include (i) any
holdback or escrow of the purchase price of prop-


                                      -14-
<PAGE>   24
erty, services, businesses or assets, (ii) any contingent payment obligations
incurred in connection with the acquisition of assets or businesses, which are
contingent on the performance of the assets or businesses so acquired or (iii)
obligations under performance bonds, performance guarantees, surety bonds,
appeal bonds, security deposits or similar obligations. For purposes hereof,
the "maximum fixed repurchase price" of any Redeemable Capital Stock which does
not have a fixed repurchase price shall be calculated in accordance with the
terms of such Redeemable Capital Stock as if such Redeemable Capital Stock were
purchased on any date on which Indebtedness shall be required to be determined
pursuant hereto, and if such price is based upon, or measured by, the fair
market value of such Redeemable Capital Stock, such fair market value shall be
approved in good faith by the Board of Directors of the issuer of such
Redeemable Capital Stock.

               "Indenture" means this instrument as originally executed or as
it may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof,
including, for all purposes of this instrument and any such supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to be a
part of and govern this instrument and any such supplemental indenture,
respectively.

               "Initial Guarantors" see introduction to this Indenture.

               "Initial Purchasers" means Merrill Lynch, NationsBanc Montgomery
Securities LLC, ABN Amro Incorporated, The Robinson-Humphrey Company, LLC,
Jefferies & Company, Inc. and U.S. Bancorp Libra, a division of U.S. Bancorp
Investments, Inc.

               "Initial Securities" means the 9 3/4% Senior Subordinated Notes
due 2009, Series A, of the Company.

               "Interest Payment Date" means the Stated Maturity of an
installment of interest on the Securities.

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


                                      -15-
<PAGE>   25

               "Interest Rate Protection Obligations" means the net obligations
of any Person pursuant to any Interest Rate Protection Agreements.

               "Investment" means, with respect to any Person, any direct or
indirect loan or other extension of credit (including, without limitation, a
guarantee) or capital contribution to (by means of any transfer of cash or
other property to others or any payment for property or services for the
account or use of others), but other than advances to customers in the ordinary
course of business recorded as an account receivable in accordance with GAAP on
the books of the Person making the advance, or any purchase or acquisition by
such Person of any Capital Stock, bonds, notes, debentures or other securities
or evidences of Indebtedness issued by, any other Person.

               "Issue Date" means the original date of issuance of the Initial
Securities.

               "Lien" means any mortgage, charge, pledge, lien (statutory or
other), security interest, hypothecation, assignment for security, claim or
other encumbrance upon or with respect to any property of any kind. A Person
shall be deemed to own subject to a Lien any property which such Person has
acquired or holds subject to the interest of a vendor or lessor under any
conditional sale agreement (other than a consignment), capital lease or other
title retention agreement.

               "Maturity Date" means January 15, 2009.

               "Merrill Lynch" means Merrill Lynch, Pierce, Fenner & Smith
Incorporated.

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

               "Net Cash Proceeds" means, with respect to any Asset Sale, the
proceeds thereof in the form of cash or Cash Equivalents including payments in
respect of deferred payment obligations when received in the form of cash or
Cash Equivalents (except to the extent that such obligations are financed or
sold with recourse to the Company or any Restricted Subsidiary of the Company)
net of (i) brokerage commissions and other fees and expenses (including,
without limitation, fees and expenses of legal counsel and investment bankers,
recording fees, transfer fees and appraisers' fees) related to such Asset Sale,
(ii) provisions for all taxes payable as a result of such Asset Sale, (iii)
amounts required to be paid to any Person (other than the Company or any
Restricted Subsidiary of the Company) owning a beneficial interest in the
assets subject to the Asset 


                                      -16-
<PAGE>   26

Sale, (iv) payments made to retire Indebtedness where payment of such
Indebtedness is secured by the assets or properties the subject of such Asset
Sale, and (v) appropriate amounts to be provided by the Company or any
Restricted Subsidiary of the Company, as the case may be, as a reserve required
in accordance with GAAP against any liabilities associated with such Asset Sale
and retained by the Company or any Restricted Subsidiary of the Company, as the
case may be, after such Asset Sale, including, without limitation, pension and
other post-employment benefit liabilities, liabilities related to environmental
matters and liabilities under any indemnification obligations associated with
such Asset Sale.

               "New Credit Agreement" means the Second Amended and Restated
Credit Agreement dated as of October 15, 1998 among the Company, the
Subsidiaries of the Company listed as guarantors therein, Chase Bank of Texas,
National Association, as the Agent, Bank of America Texas, N.A., as co-agent,
Paribas, as syndication agent and ABN AMRO Bank, N.A., as documentation agent,
and the Banks named therein, including any notes, guarantees, collateral
documents, instruments and agreements executed in connection therewith, and in
each case as amended (including any amendment and restatement thereof),
modified, extended, deferred, renewed, refunded, substituted or replaced or
refinanced from time to time, including any agreement extending the maturity
of, refinancing, replacing or otherwise restructuring (including increasing the
amount of available borrowings thereunder or adding Subsidiaries of the Company
as additional borrowers or guarantors thereunder) all or any portion of the
Indebtedness under such agreement or any successor or replacement agreement and
whether by the same or any other agents, creditor, lender or group of creditors
or lenders.

               "Non-U.S. Person" means a Person that is not a U.S. Person as
such term is defined in Regulation S.

               "Notice of Default" means a written notice of the kind specified
in Section 5.2.

               "Offer" means a Change of Control Offer or an Asset Sale Offer.

               "Offer to Purchase" means an Offer sent by or on behalf of the
Company by first-class mail, postage prepaid, to each Holder of Securities at
its address appearing in the-register for the Securities on the date of the
Offer offering to purchase up to the principal amount of Securities specified
in such Offer at the purchase price specified in such Offer (as determined
pursuant to this Indenture). Unless otherwise provided in Section 10.13 or
10.14 or otherwise required by applicable law, the Offer shall specify an
expiration date (the 


                                      -17-
<PAGE>   27
"Expiration Date") of the Offer to Purchase, which shall be not less than 20
Business Days nor more than 60 days after the date of such Offer (or such later
date as may be necessary for the Company to comply with the Exchange Act), and
a settlement date (the "Purchase Date") for purchase of Securities to occur no
later than five Business Days after the Expiration Date. The Company shall
notify the Trustee at least 15 Business Days (or such shorter period as is
acceptable to the Trustee) prior to the mailing of the Offer of the Company's
obligation to make an Offer to Purchase, and the Offer shall be mailed by the
Company or, at the Company's request, by the Trustee in the name and at the
expense of the Company. The Offer shall contain all the information required by
applicable law to be included therein. The Offer shall contain all instructions
and materials necessary to enable such Holders to tender Securities pursuant to
the Offer to Purchase. The Offer shall also state:

               (1) the Section of this Indenture pursuant to which the Offer to
          Purchase is being made;

               (2) the Expiration Date and the Purchase Date;

               (3) the purchase price to be paid by the Company for each $1,000
          aggregate principal amount of Securities accepted for payment (as
          specified pursuant to this Indenture) (the "Purchase Price"); and the
          amount of accrued and unpaid interest to be paid;

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

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

               (6) that interest on any Security not tendered or tendered but
          not purchased by the Company pursuant to the Offer to Purchase will
          continue to accrue;

               (7) that on the Purchase Date the Purchase Price will become due
          and payable upon each Security being accepted for payment pursuant to
          the Offer to Purchase and that interest thereon shall cease to accrue
          on and after the Purchase Date;

               (8) that each Holder electing to tender all or any portion of a
          Security pursuant to the Offer to Purchase will be required to
          surrender such Security at the place or places specified in the Offer
          prior to the close of business on the Expiration Date (such Security
          being, if 


                                      -18-
<PAGE>   28

          the Company or the Trustee so requires, duly endorsed by, or
          accompanied by a written instrument of transfer in form satisfactory
          to the Company and the Trustee duly executed by the Holder thereof or
          his attorney duly authorized in writing);

               (9) that Holders will be entitled to withdraw all or any portion
          of Securities tendered if the Company (or its Paying Agent) receives,
          not later than the close of business on the fifth Business Day next
          preceding the Expiration Date, a facsimile transmission or letter
          setting forth the name of the Holder, the principal amount of the
          Security the Holder tendered, the certificate number of the Security
          the Holder tendered and a statement that such Holder is withdrawing
          all or a portion of his tender;

               (10) that (a) if Securities purchasable at an aggregate Purchase
          Price less than or equal to the Purchase Amount are duly tendered and
          not withdrawn pursuant to the Offer to Purchase, the Company shall
          purchase all such Securities and (b) if Securities purchasable at an
          aggregate Purchase Price in excess of the Purchase Amount are
          tendered and not withdrawn pursuant to the Offer to Purchase, the
          Company shall purchase Securities on a pro rata basis based on the
          Purchase Price therefor or such other method as the Company shall
          deem fair and appropriate (subject in each case to applicable rules
          of the Depositary and any securities exchange upon which the
          Securities may then be listed), with such adjustments as may be
          deemed appropriate so that only Securities in denominations of $1,000
          principal face amount or integral multiples thereof shall be
          purchased; and

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

An Offer to Purchase shall be governed by and effected in accordance with the
provisions of this Indenture pertaining to the type of Offer to which it
relates.

               "Offering Memorandum" means the Offering Memorandum dated
January 19, 1999 pursuant to which the Securities were offered, and any
supplement thereto.


                                      -19-
<PAGE>   29

               "Officer's Certificate" means a certificate signed by the
Chairman of the Board, the Chief Executive Officer, the President or a Vice
President, the Chief Financial Officer, the Treasurer, an Assistant Treasurer,
the Secretary or an Assistant Secretary, of the Company, and delivered to the
Trustee. One of the officers signing an Officer's Certificate given pursuant to
Section 10.20 shall be the principal executive, financial or accounting officer
of the Company.

               "144A Global Security" means a permanent global security in
registered form representing the aggregate principal amount of Securities sold
in reliance on Rule 144A under the Securities Act.

               "Opinion of Counsel" means a written opinion of counsel, who may
be counsel for the Company, and who shall be acceptable to the Trustee.

               "Outstanding," when used with respect to Securities, means, as
of the date of determination, all Securities theretofore authenticated and
delivered under this Indenture, except:

               (i) Securities theretofore cancelled by the Trustee or delivered
          to the Trustee for cancellation;

               (ii) Securities for whose payment or redemption money in the
          necessary amount has been theretofore deposited with the Trustee or
          any Paying Agent (other than the Company) in trust or set aside and
          segregated in trust by the Company (if the Company shall act as its
          own Paying Agent) for the Holders of such Securities; provided that,
          if such Securities are to be redeemed, notice of such redemption has
          been duly given pursuant to this Indenture or provision therefor
          satisfactory to the Trustee has been made;

               (iii) Securities which have been paid pursuant to Section 3.6 or
          in exchange for or in lieu of which other Securities have been
          authenticated and delivered pursuant to this Indenture, other than
          any such Securities in respect of which there shall have been
          presented to the Trustee proof satisfactory to it that such
          Securities are held by a bona fide purchaser in whose hands such
          Securities are valid obligations of the Company; and

               (iv) Securities as to which Defeasance has been effected
          pursuant to Section 12.2;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given, made or taken any
request, demand, authorization, direction, notice, consent, waiver or other
action hereunder as 


                                      -20-
<PAGE>   30
of any date, Securities owned by the Company or any other obligor upon the
Securities or any Affiliate of the Company or of such other obligor shall be
disregarded and deemed not to be Outstanding (it being understood that
Securities to be acquired by the Company pursuant to an Offer or other offer to
purchase shall not be deemed to be owned by the Company until legal title to
such Securities passes to the Company), except that, in determining whether the
Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent, waiver or other action, only
Securities which a Responsible Officer of the Trustee actually knows to be so
owned shall be so disregarded. Securities so owned which have been pledged in
good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee's right so to act with respect to such
Securities and that the pledgee is not the Company or any other obligor upon
the Securities or any Affiliate of the Company or of such other obligor.

               "Paying Agent" means any Person authorized by the Company to pay
the principal of (and premium, if any) or interest on any Securities on behalf
of the Company.

               "Permitted Indebtedness" means, without duplication:

               (a) Indebtedness of the Company and the Guarantors evidenced by
          up to $130,000,000 principal amount of the Securities and the
          Guarantees;

               (b) Indebtedness of the Company and Restricted Subsidiaries
          under one or more Credit Facilities in an aggregate principal amount
          at any one time outstanding not to exceed $300,000,000 less any
          amounts permanently repaid in accordance with Section 10.14;

               (c) Indebtedness of the Company or any Restricted Subsidiary
          outstanding on the Issue Date;

               (d) Indebtedness of the Company or any Restricted Subsidiary of
          the Company incurred in respect of bankers' acceptances and letters
          of credit in the ordinary course of business, including Indebtedness
          evidenced by letters of credit issued in the ordinary course of
          business to support the insurance or self-insurance obligations of
          the Company or any of its Restricted Subsidiaries (including to
          secure workers' compensation and other similar insurance coverages),
          in an aggregate amount not to exceed $30,000,000 at any time; but
          excluding letters of credit issued in respect of or to secure money
          borrowed;


                                      -21-
<PAGE>   31

               (e) (i) Interest Rate Protection Obligations of the Company or a
          Guarantor covering Indebtedness of the Company or a Guarantor and
          (ii) Interest Rate Protection Obligations of any Restricted
          Subsidiary covering Permitted Indebtedness or Acquired Indebtedness
          of such Restricted Subsidiary; provided that, in the case of either
          clause (i) or (ii), (x) any Indebtedness to which any such Interest
          Rate Protection Obligations correspond bears interest at fluctuating
          interest rates and is otherwise permitted to be incurred under
          Section 10.8 and (y) the notional principal amount of any such
          Interest Rate Protection Obligations that exceeds the principal
          amount of the Indebtedness to which such Interest Rate Protection
          Obligations relate shall not constitute Permitted Indebtedness;

               (f) Indebtedness of a Restricted Subsidiary owed to and held by
          the Company or another Restricted Subsidiary, except that (i) any
          transfer of such Indebtedness by the Company or a Restricted
          Subsidiary (other than to the Company or another Restricted
          Subsidiary), (ii) the sale, transfer or other disposition by the
          Company or any Restricted Subsidiary of the Company of Capital Stock
          of a Restricted Subsidiary which is owed Indebtedness of another
          Restricted Subsidiary such that it shall no longer be a Restricted
          Subsidiary and (iii) the designation of a Restricted Subsidiary which
          is owed Indebtedness of another Restricted Subsidiary as an
          Unrestricted Subsidiary shall, in each case, be an incurrence of
          Indebtedness by such Restricted Subsidiary subject to the other
          provisions of this Indenture;

               (g) Indebtedness of the Company owed to and held by a Restricted
          Subsidiary which is unsecured and subordinated in right of payment to
          the payment and performance of the obligations of the Company under
          this Indenture and the Notes, except that (i) any transfer of such
          Indebtedness by a Restricted Subsidiary (other than to another
          Restricted Subsidiary) and (ii) the sale, transfer or other
          disposition by the Company or any Restricted Subsidiary of the
          Company of Capital Stock of a Restricted Subsidiary which is owed
          Indebtedness of the Company such that it shall no longer be a
          Restricted Subsidiary and (iii) the designation of a Restricted
          Subsidiary which is owed Indebtedness of the Company shall, in each
          case, be an incurrence of Indebtedness by the Company, subject to the
          other provisions of this Indenture;

               (h) 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 


                                      -22-
<PAGE>   32

          ordinary course of business; provided, however, that such
          Indebtedness is extinguished within five Business Days of incurrence;

               (i) Indebtedness of the Company or any Restricted Subsidiary, in
          addition to that described in clauses (a) through (h) of this
          definition, in an aggregate principal amount outstanding at any time
          not to exceed $20,000,000;

               (j) (i) Indebtedness of the Company the proceeds of which are
          used solely to refinance (whether by amendment, renewal, extension or
          refunding) Indebtedness of the Company or any of its Restricted
          Subsidiaries incurred pursuant to the Consolidated Fixed Charge
          Coverage Ratio test of the proviso of Section 10.8 or clauses (a),
          (c) or (j) of this definition and (ii) Indebtedness of any Restricted
          Subsidiary of the Company the proceeds of which are used solely to
          refinance (whether by amendment, renewal, extension or refunding)
          Indebtedness of such Restricted Subsidiary incurred pursuant to the
          Consolidated Fixed Charge Coverage Ratio test of the proviso of
          Section 10.8 or clauses (a), (c) or (j) of this definition (in each
          case other than the Indebtedness to be refinanced, redeemed or
          retired as described under "Use of Proceeds" in the Offering
          Memorandum); provided, however, that (x) the principal amount of
          Indebtedness incurred pursuant to this clause (j) (or, if such
          Indebtedness provides for an amount less than the principal amount
          thereof to be due and payable upon a declaration of acceleration of
          the maturity thereof, the original issue price of such Indebtedness)
          shall not exceed the sum of principal amount of Indebtedness so
          refinanced, plus the amount of any premium required to be paid in
          connection with such refinancing pursuant to the terms of such
          Indebtedness or the amount of any premium reasonably determined by
          the Company as necessary to accomplish such refinancing by means of a
          tender offer or privately negotiated purchase, plus the amount of
          expenses in connection therewith, and (y) in the case of Indebtedness
          incurred by the Company pursuant to this clause (j) to refinance
          Subordinated Indebtedness, such Indebtedness (A) has no scheduled
          principal payment prior to the 91st day after the Maturity Date, (B)
          has an Average Life to Stated Maturity greater than the remaining
          Average Life to Stated Maturity of the Securities and (C) is
          subordinated to the Securities in the same manner and to the same
          extent that the Subordinated Indebtedness being refinanced is
          subordinated to the Securities;

               (k) Indebtedness arising from agreements of the Company or any
          Restricted Subsidiary providing for indemnification, adjustment or
          holdback of purchase price or simi-


                                      -23-
<PAGE>   33

          lar obligations, in each case, incurred or assumed in connection
          with the acquisition or disposition of any business, assets or a
          Subsidiary, other than guarantees of Indebtedness incurred by any
          person acquiring all or any portion of such business, assets or
          Subsidiary for the purpose of financing such acquisition; and

               (l) Guarantees by the Company or guarantees by a Guarantor of
          Indebtedness that was permitted to be incurred under this Indenture.

               For purposes of determining compliance with Section 10.8
described in the preceding paragraph, (A) in the event that an item of
Indebtedness meets the criteria of more than one of the types of Indebtedness
described in the clauses of the preceding paragraph, the Company, in its sole
discretion, shall classify such item of Indebtedness and only be required to
include the amount and type of such Indebtedness in one such clause, and (B)
the amount of Indebtedness issued at a price that is less than the principal
amount thereof shall be equal to the amount of the liability in respect thereof
determined in conformity with GAAP.

               "Permitted Investments" means any of the following: (i)
Investments in the Company or in a Restricted Subsidiary; (ii) Investments in
another Person, if as a result of such Investment (A) such other Person becomes
a Restricted Subsidiary or (B) such other Person is merged or consolidated with
or into, or transfers or conveys all or substantially all of its assets to the
Company or a Restricted Subsidiary; (iii) Investments representing Capital
Stock or obligations issued to, the Company or any of its Restricted
Subsidiaries in settlement of claims against any other Person by reason of a
composition or readjustment of debt or a reorganization of any debtor of the
Company or such Restricted Subsidiary; (iv) Investments in Interest Rate
Protection Agreements on commercially reasonable terms entered into by the
Company or any of its Restricted Subsidiaries in the ordinary course of
business in connection with the operations of the business of the Company or
its Restricted Subsidiaries to hedge against fluctuations in interest rates on
its outstanding Indebtedness; (v) Investments in the Securities; (vi)
Investments in Cash Equivalents; (vii) Investments acquired by the Company or
any Restricted Subsidiary in connection with an Asset Sale permitted under
Section 10.14 to the extent such Investments are non-cash proceeds as permitted
under Section 10.14; (viii) advances to employees or officers of the Company or
any Restricted Subsidiary in the ordinary course of business; (ix) any
Investment to the extent that the consideration therefor is Capital Stock
(other than Redeemable Capital Stock) of the Company; (x) any loans, payments
or other advances made pursuant to any employee benefit plans (including 


                                      -24-
<PAGE>   34
plans for the benefit of directors) or employment agreements or other
compensation arrangements, in each case as approved by the Board of Directors
of the Company in its good faith judgment, not to exceed $1,000,000 at any one
time outstanding; and (xi) other Investments not to exceed $25,000,000 at any
time outstanding.

               "Permitted Liens" means the following types of Liens:

               (a) any Lien existing as of the Issue Date;

               (b) Liens securing Indebtedness under the New Credit Agreement;

               (c) any Lien securing Acquired Indebtedness created prior to
          (and not created in connection with, or in contemplation of) the
          incurrence of such Indebtedness by the Company or any Restricted
          Subsidiary, if such Lien does not attach to any property or assets of
          the Company or any Restricted Subsidiary other than the property or
          assets subject to the Lien prior to such incurrence; (d) Liens in
          favor of the Company or a Restricted Subsidiary;

               (e) Liens on and pledges of the Capital Stock of any
          Unrestricted Subsidiary securing any Indebtedness of such
          Unrestricted Subsidiary;

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

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

               (h) Liens incurred or deposits made in the ordinary course of
          business in connection with workers' compensation, unemployment
          insurance and other types of social security, or to secure the
          performance of tenders, statutory obligations, surety and appeal
          bonds, bids, leases, government contracts, contracts for utilities,
          performance and return-of-money bonds and other similar obligations


                                      -25-
<PAGE>   35

          (exclusive of obligations for the payment of borrowed money);

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

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

               (k) any interest or title of a lessor under any Capitalized
          Lease Obligation or operating lease;

               (l) purchase money Liens to finance property or assets of the
          Company or any Restricted Subsidiary of the Company acquired in the
          ordinary course of business, provided, however, that (i) the related
          purchase money Indebtedness shall not be secured by any property or
          assets of the Company or any Restricted Subsidiary other than the
          property and assets so acquired and (ii) the Lien securing such
          Indebtedness shall be created within 90 days of such acquisition;

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

               (n) Liens securing refinancing Indebtedness permitted under
          clause (j) of the definition of "Permitted Indebtedness"; provided
          such Liens are not secured by any property or assets of the Company
          or any Restricted Subsidiary other than the property or assets
          securing such refinanced Indebtedness;

               (o) Liens incurred in the ordinary course of business by the
          Company or any Restricted Subsidiary with respect to obligations that
          do not exceed $5,000,000 at any time outstanding;

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


                                      -26-
<PAGE>   36

               (q) Liens securing Interest Rate Protection Obligations which
          Interest Rate Protection Obligations relate to Indebtedness that is
          secured by Liens otherwise permitted under this Indenture; and

               (r) Liens on property or assets of a Foreign Restricted
          Subsidiary securing Indebtedness of Foreign Restricted Subsidiaries.

               "Person" means any individual, corporation, partnership (general
or limited), limited liability company, joint venture, association, joint stock
company, trust, unincorporated organization or government or any agency or
political subdivision thereof.

               "Preferred Stock," as applied to any Person, means Capital Stock
of any class or series (however designated) which is preferred as to the
payment of dividends or distributions, or as to the distribution of assets upon
any voluntary or involuntary liquidation or dissolution of such Person, over
shares of Capital Stock of any other class or series of such Person.

               "Private Placement Legend" shall mean the legend initially set
forth on the Securities in the form set forth on Exhibit A-1.

               "Purchase Amount" means, with respect to an Offer to Purchase,
the maximum aggregate amount payable by the Company for Securities under the
terms of such Offer to Purchase, if such Offer to Purchase were accepted in
respect of all Securities.

               "Purchase Date" shall have the meaning set forth in the
definition of "Offer to Purchase."

               "Qualified Equity Interest" in a Person means any interest in
Capital Stock of such Person, other than Redeemable Capital Stock.

               "Qualified Institutional Buyer" or "QIB" has the meaning
specified in Rule 144A under the Securities Act.

               "Record Expiration Date" has the meaning specified in Section
1.4.

               "Redeemable Capital Stock" means any class or series of Capital
Stock that, either by its terms, by the terms of any security into which it is
convertible or exchangeable or by contract or otherwise, is or upon the
happening of an event or passage of time would be required to be redeemed prior
to the 


                                      -27-
<PAGE>   37
Maturity Date or is redeemable at the option of the holder thereof at any time
prior to the Maturity Date, or is convertible into or exchangeable for debt
securities at any time prior to the Maturity Date; provided that Capital Stock
will not constitute Redeemable Capital Stock solely because the holders thereof
have the right to require the Company to repurchase or redeem such Capital
Stock upon the occurrence of a Change of Control or an Asset Sale.

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

               "Redemption Price," when used with respect to any Security to be
redeemed, means the price at which it is to be redeemed pursuant to this
Indenture.

               "Registrable Securities" has the meaning set forth in the
Registration Rights Agreement.

               "Registration Rights Agreement" means the Notes Registration
Rights Agreement dated as of January 22, 1999 by and among the Company, the
Guarantors and the Initial Purchasers, as the same may be amended, supplemented
or otherwise modified from time to time in accordance with the terms thereof.

               "Regular Record Date" for the interest payable on any Interest
Payment Date means the January 1 or July 1 (whether or not a Business Day), as
the case may be, next preceding such Interest Payment Date.

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

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

               "Replacement Assets" has the meaning specified in Section 10.14.

               "Representative" means the agent in respect of the New Credit
Agreement.

               "Required Filing Dates" has the meaning specified in Section
10.19.

               "Responsible Officer," when used with respect to the Trustee,
means any officer within the Corporate Trust Office, including, any vice
president, any assistant vice president, 


                                      -28-
<PAGE>   38
any assistant secretary, any assistant treasurer, or any other officer of the
Trustee customarily performing functions similar to those performed by any of
the above designated officers and also means, with respect to a particular
corporate trust matter, any other officer to whom such matter is referred
because of his knowledge of and familiarity with the particular subject.

               "Restricted Payments" has the meaning specified in Section 10.9.

               "Restricted Security" means a Security that constitutes a
"restricted security" within the meaning of Rule 144(a)(3) under the Securities
Act; provided, however, that the Trustee shall be entitled to request and
conclusively rely on an opinion of counsel with respect to whether any Security
constitutes a Restricted Security.

               "Restricted Subsidiary" means any Subsidiary of the Company that
is not an Unrestricted Subsidiary.

               "Revocation" has the meaning set forth in Section 10.18.

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

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

               "Securities" means securities designated in the first paragraph
of the RECITALS OF THE COMPANY.

               "Securities Act" means the Securities Act of 1933 and any
statute successor thereto, in each case as amended from time to time.

               "Security Register" and "Security Registrar" have the respective
meanings specified in Section 3.5.

               "Senior Indebtedness" means the principal of, premium, if any,
and interest on any Indebtedness of the Company, whether outstanding on the
Issue Date or thereafter created, incurred or assumed, unless, in the case of
any particular Indebtedness, the instrument creating or evidencing the same or
pursuant to which the same is outstanding expressly provides that such
Indebtedness shall not be senior in right of payment to the Securities. Without
limiting the generality of the foregoing, (x) "Senior Indebtedness" shall
include the principal of, premium, if any, and interest on all obligations of
every nature of the Company from time to time owed to the lenders under the New
Credit Agreement, including, without limit-


                                      -29-
<PAGE>   39
ation, principal of and interest on, and all fees, indemnities and expenses
payable under the New Credit Agreement and (y) in the case of Designated Senior
Indebtedness, "Senior Indebtedness" shall include interest accruing thereon
subsequent to the occurrence of any Event of Default specified in clause (7) or
(8) under Section 5.1, whether or not the claim for such interest is allowed
under any applicable Bankruptcy Code. Notwithstanding the foregoing, "Senior
Indebtedness" shall not include (a) Indebtedness evidenced by the Securities,
(b) Indebtedness that is expressly subordinate or junior in right of payment to
any Indebtedness of the Company, (c) Indebtedness which, when incurred and
without respect to any election under Section 1111(b) of Title 11, United
States Code, is without recourse to the Company, (d) Indebtedness which is
represented by Redeemable Capital Stock, (e) Indebtedness for goods, materials
or services purchased in the ordinary course of business or Indebtedness
consisting of trade payables or other current liabilities (other than any
current liabilities owing under the New Credit Agreement, or the current
portion of any long-term Indebtedness which would constitute Senior
Indebtedness but for the operation of this clause (e)), (f) Indebtedness of or
amounts owed by the Company for compensation to employees or for services
rendered to the Company, (g) any liability for federal, state, local or other
taxes owed or owing by the Company, (h) Indebtedness of the Company to a
Subsidiary of the Company or any other Affiliate of the Company or any of such
Affiliate's Subsidiaries, (i) that portion of any Indebtedness, which is
incurred by the Company in violation of this Indenture (j) Indebtedness of the
Company that by operation of law is subordinate to any general unsecured
obligations of the Company and (k) amounts owing under leases.

               "Significant Subsidiary" of any Person means a Restricted
Subsidiary of such Person which would be a significant subsidiary of such
Person as of such date as determined in accordance with the definition in Rule
1-02(w) of Article I of Regulation S-X promulgated by the Commission and as in
effect on the date of this Indenture.

               "Special Record Date" for the payment of any Defaulted Interest
means a date fixed by the Trustee pursuant to Section 3.7.

               "Stated Maturity" means, when used with respect to any Security
or any installment of interest thereon, the date specified in such Security as
the fixed date on which the principal of such Security or such installment of
interest is due and payable, and when used with respect to any other
Indebtedness, means the date specified in the instrument governing such
Indebtedness as the fixed date on which the principal of such Indebtedness, or
any installment of interest thereon, is due 


                                      -30-
<PAGE>   40
and payable (including as a result of the exercise of any put option contained
in such instrument).

               "Subordinated Indebtedness" means, with respect to the Company,
Indebtedness of the Company which is expressly subordinated in right of payment
to the Securities.

               "Subsidiary" means, with respect to any Person, (i) a
corporation a majority of whose Voting Stock is at the time, directly or
indirectly, owned by such Person, by one or more Subsidiaries of such Person or
by such Person and one or more Subsidiaries thereof and (ii) any other Person
(other than a corporation), including, without limitation, a partnership,
limited liability company, business trust or joint venture, in which such
Person, one or more Subsidiaries thereof or such Person and one or more
Subsidiaries thereof, directly or indirectly, at the date of determination
thereof, has at least majority ownership interest entitled to vote in the
election of directors, managers or trustees thereof (or other Person performing
similar functions). For purposes of this definition, any directors' qualifying
shares or investments by foreign nationals mandated by applicable law shall be
disregarded in determining the ownership of a Subsidiary.

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

               "Trust Indenture Act" means the Trust Indenture Act of 1939 as
in force at the date as of which this instrument was executed; provided,
however, that in the event the Trust Indenture Act of 1939 is amended after
such date, "Trust Indenture Act" means, to the extent required by any such
amendment, the Trust Indenture Act of 1939 as so amended.

               "Unrestricted Securities" means one or more Securities in the
form set forth in Exhibit A-2, including, without limitation, the Exchange
Securities, that do not and are not required to bear the Private Placement
Legend.

               "Unrestricted Subsidiary" means each Subsidiary of the Company
designated as such pursuant to and in compliance with Section 10.18.

               "U.S. Government Obligation" has the meaning specified in
Section 12.4.

               "Vice President," when used with respect to the Company or the
Trustee, means any vice president, whether or not designated by a number or a
word or words added before or after the title "vice president."


                                      -31-
<PAGE>   41
               "Voting Stock" means any class or classes of Capital Stock
pursuant to which the holders thereof have the general voting power under
ordinary circumstances to elect at least a majority of the board of directors,
managers or trustees of any Person (irrespective of whether or not, at the
time, stock of any other class or classes shall have, or might have, voting
power by reason of the happening of any contingency).

               "Wholly-Owned Restricted Subsidiary" means any Restricted
Subsidiary of the Company of which 100% of the outstanding Capital Stock is
owned by the Company or another Wholly-Owned Restricted Subsidiary of the
Company or both. For purposes of this definition, any directors' qualifying
shares or investments by foreign nationals mandated by applicable law shall be
disregarded in determining the ownership of a Subsidiary.

SECTION 1.2.    Compliance Certificates and Opinions.

               Upon any application or request by the Company or a Guarantor to
the Trustee to take any action under any provision of this Indenture, the
Company or the Guarantor shall furnish to the Trustee such certificates and
opinions as may be required under the Trust Indenture Act. Each such
certificate or opinion shall be given in the form of an Officer's Certificate,
if to be given by an officer of the Company or a Guarantor, or an opinion of
Counsel, if to be given by counsel, and shall comply with the requirements of
the Trust Indenture Act and any other requirement set forth in this Indenture.

               Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include

               (i) a statement that each individual signing such certificate or
          opinion has read such covenant or condition and the definitions
          herein relating thereto;

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

               (iii) a statement that, in the opinion of each such individual,
          he has made such examination or investigation as is necessary to
          enable him to express an informed 


                                      -32-
<PAGE>   42

          opinion as to whether or not such covenant or condition has been
          complied with; and

               (iv) a statement as to whether, in the opinion of each such
          individual, such condition or covenant has been complied with.

SECTION 1.3.    Form of Documents Delivered to Trustee.

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

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

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

SECTION 1.4.    Acts of Holders; Record Dates.

               Any request, demand, authorization, direction, notice, consent,
waiver or other action provided or permitted by this Indenture to be given or
taken by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Company or a
Guarantor, as applicable. Such instrument or instruments (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as the
"Act" of the Holders signing such instru-


                                      -33-
<PAGE>   43
ment or instruments. Proof of execution of any such instrument or of a writing
appointing any such agent shall be sufficient for any purpose of this Indenture
and (subject to Section 6.1) conclusive in favor of the Trustee and the
Company, if made in the manner provided in this Section.

               The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where
such execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his authority. The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved
in any other manner which the Trustee deems sufficient.

               The ownership of Securities shall be proved by the Security
Register.

               Any request, demand, authorization, direction, notice, consent,
waiver or other Act of the Holder of any Security shall bind every future
Holder of the same Security and the Holder of every Security issued upon the
registration of transfer thereof or in exchange therefor or in lieu thereof in
respect of anything done, omitted or suffered to be done by the Trustee, the
Company or a Guarantor in reliance thereon, whether or not notation of such
action is made upon such Security.

               The Company may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities entitled to give or take any
request, demand, authorization, direction, notice, consent, waiver or other
action provided or permitted by this Indenture to be given or taken by Holders
of Securities; provided that the Company may not set a record date for, and the
provisions of this paragraph shall not apply with respect to, the giving or
making of any notice, declaration, request or direction referred to in the next
paragraph. If any record date is set pursuant to this paragraph, the Holders of
Outstanding Securities on such record date, and no other Holders, shall be
entitled to take the relevant action, whether or not such Holders remain
Holders after such record date; pro-


                                      -34-
<PAGE>   44
vided that no such action shall be effective hereunder unless taken on or prior
to the applicable Record Expiration Date by Holders of the requisite principal
amount of Outstanding Securities on such record date. Nothing in this paragraph
shall prevent the Company from setting a new record date for any action for
which a record date has previously been set pursuant to this paragraph
(whereupon the record date previously set shall automatically and with no
action by any Person be cancelled and of no effect), nor shall anything in this
paragraph be construed to render ineffective any action taken pursuant to or in
accordance with any other provision of this Indenture by Holders of the
requisite principal amount of Outstanding Securities on the date such action is
taken. Promptly after any record date is set pursuant to this paragraph, the
Company, at its own expense, shall cause notice of such record date, the
proposed action by Holders and the applicable Record Expiration Date to be
given to the Trustee in writing and to each Holder of Securities in the manner
set forth in Section 1.6.

               The Trustee may but need not set any day as a record date for
the purpose of determining the Holders of Outstanding Securities entitled to
join in the giving or making of (i) any Notice of Default, (ii) any declaration
of acceleration referred to in Section 5.2, (iii) any request to institute
proceedings referred to in Section 5.7(2) or (v) any direction referred to in
Section 5.12. If any record date is set pursuant to this paragraph, the Holders
of Outstanding Securities on such record date, and no other Holders, shall be
entitled to join in such notice, declaration, request or direction, whether or
not such Holders remain Holders after such record date; provided that no such
action shall be effective hereunder unless taken on or prior to the applicable
Record Expiration Date by Holders of the requisite principal amount of
Outstanding Securities on such record date. Nothing in this paragraph shall be
construed to prevent the Trustee from setting a new record date for any action
(whereupon the record date previously set shall automatically and without any
action by any Person be cancelled and of no effect), nor shall anything in this
paragraph be construed to render ineffective any action taken pursuant to or in
accordance with any other provision of this Indenture by Holders of the
requisite principal amount of Outstanding Securities on the date such action is
taken. Promptly after any record date is set pursuant to this paragraph, the
Trustee, at the Company's expense, shall cause notice of such record date, the
matter(s) to be submitted for potential action by Holders and the applicable
Record Expiration Date to be given to the Company in writing and to each Holder
of Securities in the manner set forth in Section 1.6.

               With respect to any record date set pursuant to this Section,
the party hereto that sets such record date may desig-


                                      -35-
<PAGE>   45
nate any day as the "Record Expiration Date" and from time to time may change
the Record Expiration Date to any earlier or later day; provided that no such
change shall be effective unless notice of the proposed new Record Expiration
Date is given to the other party hereto in writing, and to each Holder of
Securities in the manner set forth in Section 1.6, on or before the existing
Record Expiration Date. If a Record Expiration Date is not designated with
respect to any record date set pursuant to this Section, the party hereto that
set such record date shall be deemed to have initially designated the 180th day
after such record date as the Record Expiration Date with respect thereto,
subject to its right to change the Record Expiration Date as provided in this
paragraph. Notwithstanding the foregoing, no Record Expiration Date shall be
later than the 180th day after the applicable record date.

               Without limiting the foregoing, a Holder entitled hereunder to
take any action hereunder with regard to any particular Security may do so with
regard to all or any part of the principal amount of such Security or by one or
more duly appointed agents each of which may do so pursuant to such appointment
with regard to all or any part of such principal amount.

SECTION 1.5.    Notices to Trustee, the Company or a Guarantor.

               Any request, demand, authorization, direction, notice, consent,
waiver or Act of Holders or other document provided or permitted by this
Indenture to be made upon, given or furnished to, or filed with,

               (i) the Trustee by any Holder or by the Company or a Guarantor
          shall be sufficient for every purpose hereunder if made, given,
          furnished or filed in writing and mailed, first class postage
          prepaid, to or with the Trustee at its Corporate Trust Office,
          Attention: Corporate Trust Administration,

               (ii) the Company or a Guarantor by the Trustee or by any Holder
          shall be sufficient for every purpose hereunder (unless otherwise
          herein expressly provided) if in writing and mailed, first-class
          postage prepaid, to the Company or such Guarantor addressed to it at
          the address of the Company's principal office, for the attention of
          the [General Counsel], specified in the first paragraph of this
          instrument, or at any other address previously furnished in writing
          to the Trustee by the Company and such Guarantor.


                                      -36-
<PAGE>   46

SECTION 1.6.    Notice to Holders; Waiver.

               Where this Indenture provides for notice to Holders of any
event, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and mailed, first-class postage prepaid, to
each Holder affected by such event, at his address as it appears in the
Security Register, not later than the latest date (if any), and not earlier
than the earliest date (if any), prescribed for the giving of such notice. In
any case where notice to Holders is given by mail, neither the failure to mail
or receive such notice, nor any defect in any such notice, to any particular
Holder shall affect the sufficiency or validity of such notice. Where this
Indenture provides for notice in any manner, such notice may be waived in
writing by the Person entitled to receive such notice, either before or after
the event, and such waiver shall be the equivalent of such notice. Waivers of
notice by Holders shall be filed with the Trustee, but such filing shall not be
a condition precedent to the validity of any action taken in reliance upon such
waiver.

               In case by reason of the suspension of regular mail service or
by reason of any other cause it shall be impracticable to give such notice by
mail, then such notification as shall be made with the approval of the Trustee
shall constitute a sufficient notification for every purpose hereunder.

SECTION 1.7.    Conflict with Trust Indenture 
                Act.

               If any provision hereof limits, qualifies or conflicts with a
provision of the Trust Indenture Act that is required under the Trust Indenture
Act to be part of and govern this Indenture, such provision of the Trust
Indenture Act shall control. If any provision of this Indenture modifies or
excludes any provision of the Trust Indenture Act that may be so modified or
excluded, such provision shall be deemed to be so modified or excluded, as the
case may be.

SECTION 1.8.    Effect of Headings and Table 
                of Contents.

               The Article and Section headings herein and the Table of
Contents are for convenience only and shall not affect the construction hereof.

SECTION 1.9.    Successors and Assigns.

               Without limiting Articles VIII and XIII hereof, all covenants
and agreements in this Indenture by each of the Com-


                                      -37-
<PAGE>   47
pany or the Guarantors shall bind their respective successors and assigns, 
whether so expressed or not.

SECTION 1.10.   Separability Clause.

               In case any provision in this Indenture or in the Securities
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 1.11.   Benefits of Indenture.

               Nothing in this Indenture or in the Securities, express or
implied, shall give to any Person, other than the parties hereto and their
successors hereunder and the Holders of Securities, any benefit or any legal or
equitable right, remedy or claim under this Indenture.

SECTION 1.12.   Governing Law.

               This Indenture and the Securities shall be governed by and
construed in accordance with the laws of the State of New York, without regard
to the conflicts of laws principles thereof.

SECTION 1.13.   Legal Holidays.

               In any case where any Interest Payment Date, Redemption Date,
Purchase Date or Stated Maturity of any Security shall not be a Business Day,
then (notwithstanding any other provision of this Indenture or of the
Securities) payment of interest or principal (and premium, if any) need not be
made on such date, but may be made on the next succeeding Business Day with the
same force and effect (including with respect to the accrual of interest) as if
made on the Interest Payment Date, Redemption Date or Purchase Date, or at the
Stated Maturity.

                                   ARTICLE II

                                 Security Forms


SECTION 2.1.   Forms Generally.

               The Securities and the Trustee's certificates of authentication
shall be in substantially the forms set forth or referenced in Exhibit A-1 and
Exhibit A-2 annexed hereto, with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture, and may have such letters, numbers or other marks of identification



                                      -38-
<PAGE>   48
and such legends or endorsements placed thereon as may be required to comply
with the rules of any securities exchange or the Depository or as may,
consistently herewith, be determined by the officers executing such Securities,
as evidenced by their execution thereof.

                                  ARTICLE III

                                 The Securities

SECTION 3.1.    Title and Terms.

               The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is limited to $200,000,000
principal amount, of which $130,000,000 will be issued on the Issue Date,
except for Securities authenticated and delivered upon registration or transfer
of, or in exchange for, or in lieu of, other Securities pursuant to Section
3.4, 3.5, 3.6, 9.6 or 11.8 or in connection with an Offer pursuant to Sections
10.13 or 10.14.

               The Securities shall be known and designated as the "9 3/4%
Senior Subordinated Notes due 2009" of the Company. Their Stated Maturity for
payment of principal shall be January 15, 2009. Interest on the Securities
shall accrue at the rate of 9 3/4% per annum and shall be payable semi-annually
on each January 15 and July 15, commencing July 15, 1999, to the Holders of
record of Securities at the close of business on the January 1 and July 1,
respectively, immediately preceding such Interest Payment Date. Interest on the
Securities will accrue from the most recent date to which interest has been
paid or, if no interest has been paid, from the Issue Date of such Securities.
Interest will be computed on the basis of a 360-day year comprised of twelve
30-day months.

               The principal of (and premium, if any) and interest on the
Securities shall be payable at the office or agency of the Trustee in the
Borough of Manhattan, The City of New York or such other office maintained by
the Trustee for such purpose and at any other office or agency maintained by
the Company for such purpose; provided, however, that, at the option of the
Company, payment of interest may be made by check mailed to the address of the
Person entitled thereto as such address shall appear in the Security Register.

               The Company may be required to make a Change of Control Offer as
provided in Section 10.13, or an Asset Sale Offer as provided in Section 10.14.


                                      -39-
<PAGE>   49

               The Securities shall be redeemable as provided in Article XI and
the Securities.

               The Securities shall be subject to Defeasance and/or Covenant
Defeasance as provided in Article XII.

SECTION 3.2.    Denominations.

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

SECTION 3.3.    Execution, Authentication, Delivery and Dating.    

               The Initial Securities and the Trustee's certificate of
authentication shall be substantially in the form of Exhibit A-1 hereto. The
Exchange Securities and the Trustee's certificate of authentication shall be
substantially in the form of Exhibit A-2 hereto.

               The terms and provisions contained in the Securities annexed
hereto as Exhibits A-1 and A-2 shall constitute, and are hereby expressly,
made, a part of this Indenture and, to the extent applicable, the Company and
the Trustee, by their execution and delivery of this Indenture, expressly agree
to such terms and provisions and to be bound thereby.

               Securities offered and sold in reliance on Rule 144A and
Securities offered and sold in reliance on Regulation S shall be issued
initially in the form of one or more Global Securities, substantially in the
form set forth in Exhibit A-1, deposited with the Trustee, as custodian for the
Depository, duly executed by the Company and authenticated by the Trustee as
hereinafter provided and shall bear the legend set forth in Exhibit B. The
aggregate principal amount of the Global Securities may from time to time be
increased or decreased by adjustments made on the records of the Trustee, as
custodian for the Depository, as hereinafter provided.

               All Securities shall remain in the form of a Global Security,
except as provided herein.

               The Securities shall be executed on behalf of the Company by its
Chairman of the Board, its Chief Executive officer, its President or one of its
Vice Presidents, or its Chief Financial Officer, attested by its Secretary or
one of its Assistant Secretaries. The signature of any of these officers on the
Securities may be manual or facsimile.


                                      -40-
<PAGE>   50

               Securities bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Company shall bind
the Company, notwithstanding that such individuals or any of them have ceased
to hold such offices prior to the authentication and delivery of such
Securities or did not hold such offices at the date of such Securities.

               At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Securities executed by the
Company to the Trustee for authentication, together with a Company Order for
the authentication and delivery of such Securities; and the Trustee in
accordance with such Company order shall authenticate and deliver such
Securities as in this Indenture provided and not otherwise.

               Each Security shall be dated the date of its authentication.

               No Security shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose unless there appears on
such Security a certificate of authentication substantially in the form
provided for herein executed by the Trustee by manual signature, and such
certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered
hereunder.

SECTION 3.4.    Temporary Securities.

               Pending the preparation of definitive Securities, the Company
may execute, and upon Company Order the Trustee shall authenticate and deliver,
temporary Securities which are printed, lithographed, typewritten, mimeographed
or otherwise produced, in any authorized denomination, substantially of the
tenor of the definitive Securities in lieu of which they are issued and with
such appropriate insertions, omissions, substitutions and other variations as
the officers executing such Securities may determine, as evidenced by their
execution of such Securities.

               If temporary Securities are issued, the Company will cause
definitive Securities to be prepared without unreasonable delay. After the
preparation of definitive Securities, the temporary Securities shall be
exchangeable for definitive Securities upon surrender of the temporary
Securities at any office or agency of the Company designated pursuant to
Section 10.2, without charge to the Holder. Upon surrender for cancellation of
any one or more temporary Securities the Company shall execute and the Trustee
shall authenticate and deliver in exchange therefor a like principal amount of
definitive Securities of authorized denominations and of a like tenor. Until so
ex-


                                      -41-
<PAGE>   51
changed the temporary Securities shall in all respects be entitled to the same 
benefits under this Indenture as definitive Securities.

SECTION 3.5.    Registration, Registration of 
                Transfer and Exchange.

               The Company shall cause to be kept at the Corporate Trust Office
of the Trustee a register (the register maintained in such office and in any
other office or agency designated pursuant to Section 10.2 being herein
sometimes collectively referred to as the "Security Register") in which,
subject to such reasonable regulations as the Company may prescribe, the
Company shall provide for the registration of Securities and of transfers of
Securities. The Trustee is hereby appointed the initial "Security Registrar"
for the purpose of registering Securities and transfers of Securities as herein
provided.

               Subject to Sections 3.13 and 3.14 of this Indenture, upon
surrender for registration of transfer of any Security at an office or agency
of the Company designated pursuant to Section 10.2 for such purpose, the
Company shall execute, and the Trustee shall authenticate and deliver, in the
name of the designated transferee or transferees, one more or more new
Securities of any authorized denominations and of a like aggregate principal
amount and tenor.

               At the option of the Holder, Securities may be exchanged for
other Securities of any authorized denominations and of a like aggregate
principal amount and tenor, upon surrender of the Securities to be exchanged at
such office or agency. Whenever any Securities are so surrendered for exchange,
the Company shall execute, and the Trustee shall authenticate and deliver, the
Securities which the Holder making the exchange is entitled to receive.

               All Securities issued upon any registration of transfer or
exchange of Securities shall be the valid obligations of the Company,
evidencing the same debt, and entitled to the same benefits under this
Indenture, as the Securities surrendered upon such registration of transfer or
exchange.

               Every Security presented or surrendered for registration of
transfer or for exchange shall (if so required by the Company or the Trustee)
be duly endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed, by the
Holder thereof or his attorney duly authorized in writing.

               No service charge shall be made for any registration of transfer
or exchange of Securities, but the Company may re-


                                      -42-
<PAGE>   52
quire payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in connection with any registration of transfer or exchange
of Securities, other than exchanges pursuant to Section 3.4, 9.6 or 11.8 or in
accordance with any Change of Control Offer pursuant to Section 10.13 or any
Asset Sale Offer pursuant to Section 10.14, and in any such case not involving
any transfer.

               The Company shall not be required (i) to issue, register the
transfer of or exchange any Security during a period beginning at the opening
of business 15 days before the day of the mailing of a notice of redemption of
Securities selected for redemption under Section 11.4 and ending at the close
of business on the day of such mailing, (ii) to register the transfer of or
exchange any Security so selected for redemption in whole or in part, except
the unredeemed portion of any Security being redeemed in part or (iii) to
register the transfer of any Securities other than Securities having a
principal amount of $1,000 or integral multiples thereof.

SECTION 3.6.    Mutilated, Destroyed, Lost and Stolen Securities.

               If any mutilated Security is surrendered to the Trustee, the
Company shall execute and the Trustee shall authenticate and deliver in
exchange therefor a new Security of like tenor and principal amount and bearing
a number not contemporaneously outstanding.

               If there shall be delivered to the Company and the Trustee (i)
evidence to their satisfaction of the destruction, loss or theft of any
Security and (ii) such security or indemnity as may be required by them to save
each of them and any agent of each of them harmless, then, in the absence of
notice to the Company or the Trustee that such Security has been acquired by a
bona fide purchaser, the Company shall execute, and upon its request the
Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or
stolen Security, a new Security of like tenor and principal amount and bearing
a number not contemporaneously outstanding.

               In case any such mutilated, destroyed, lost or stolen Security
has become or is about to become due and payable, the Company in its discretion
may, instead of, issuing a new Security, pay such Security.

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



                                      -43-
<PAGE>   53
               Every new Security issued pursuant to this Section in lieu of
any destroyed, lost or stolen Security shall constitute an original additional
contractual obligation of the Company, whether or not the destroyed, lost or
stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Securities duly issued hereunder.

               The provisions of this Section are exclusive and shall preclude
(to the extent lawful) all other rights and remedies with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Securities.

SECTION 3.7.    Payment of Interest; Rights Preserved.         

               Interest on any Security which is payable, and is punctually
paid or duly provided for, on any Interest Payment Date shall be paid to the
Person in whose name that Security (or one or more predecessor securities) is
registered at the close of business on the Regular Record Date for such
interest payment.

               Any interest on any Security which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date (herein
called "Defaulted Interest") shall forthwith cease to be payable to the Holder
on the relevant Regular Record Date by virtue of having been such Holder, and
such Defaulted Interest may be paid by the Company, at its election in each
case, as provided in clause (1) or (2) below:

               (1) The Company may elect to make payment of any Defaulted
          Interest to the Persons in whose names the Securities (or their
          respective predecessor Securities) are registered at the close of
          business on a Special Record Date for the payment of such Defaulted
          Interest, which shall be fixed in the following manner. The Company
          shall notify the Trustee in writing of the amount of Defaulted
          Interest proposed to be paid on each Security and the date of the
          proposed payment, and at the same time the Company shall deposit with
          the Trustee an amount of money equal to the aggregate amount proposed
          to be paid in respect of such Defaulted Interest or shall make
          arrangements satisfactory to the Trustee for such deposit prior to
          the date of the proposed payment, such money when deposited to be
          held in trust for the benefit of the Persons entitled to such
          Defaulted Interest as in this clause provided. Thereupon the Trustee
          shall fix a Special Record Date for the payment of such Defaulted
          Interest which shall be not more than 15 days and not less than 10
          days prior to the date of the proposed payment and not less than 15
          days after 


                                      -44-
<PAGE>   54

          the receipt by the Trustee of the notice of the proposed payment. The
          Trustee shall promptly notify the Company of such Special Record Date
          and, in the name and at the expense of the Company, shall cause
          notice of the proposed payment of such Defaulted Interest and the
          Special Record Date therefor to be given to each Holder in the manner
          specified in Section 1.6, not less than 10 days prior to such Special
          Record Date. Notice of the proposed payment of such Defaulted
          Interest and the Special Record Date therefor having been so mailed,
          such Defaulted Interest shall be paid to the Persons in whose names
          the Securities (or their respective predecessor Securities) are
          registered at the close of business on such Special Record Date and
          shall no longer be payable pursuant to the following clause (2).

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

               Subject to the foregoing provisions of this Section, each
Security delivered under this Indenture upon registration of transfer of or in
exchange for or in lieu of any other Security shall carry the rights to
interest accrued and unpaid, and to accrue, which were carried by such other
Security.

SECTION 3.8.    Persons Deemed Owners.

               Prior to due presentment of a Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name such Security is registered as the owner of
such Security for the purpose of receiving payment of principal of (and
premium, if any) and (subject to Section 3.7) interest on such Security and for
all other purposes whatsoever, whether or not such Security be overdue, and
neither the Company, the Trustee nor any agent of the Company or the Trustee
shall be affected by notice to the contrary.

SECTION 3.9.    Cancellation.

               All Securities surrendered for payment, redemption, registration
of transfer or exchange or tendered and accepted pursuant to any Change of
Control Offer pursuant to Section 10.13 or any Asset Sale Offer pursuant to
Section 10.14 shall, if surrendered to any Person other than the Trustee, be
delive-


                                      -45-
<PAGE>   55
ed to the Trustee and shall be promptly cancelled by it. The Company may
at any time deliver to the Trustee for cancellation any Securities previously
authenticated and delivered hereunder which the Company may have acquired in
any manner whatsoever, and all Securities so delivered shall be promptly
cancelled by the Trustee. No Securities shall be authenticated in lieu of or in
exchange for any Securities cancelled as provided in this Section, except as
expressly permitted by this Indenture. All cancelled Securities held by the
Trustee shall be disposed of in the customary manner by the Trustee unless
otherwise directed by a Company Order.

SECTION 3.10.   Computation of Interest.

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

SECTION 3.11.   CUSIP and CINS Numbers.

               The Company in issuing the Securities may use "CUSIP" and "CINS"
numbers (if then generally in use), and, if so, the Trustee shall use the CUSIP
or CINS numbers in notices of redemption or repurchase as a convenience to
Holders; provided that any such notice may state that no representation is made
as to the correctness of such numbers either as printed on the Securities or as
contained in any notice of a redemption or repurchase and that reliance may be
placed only on the other identification numbers printed on the Securities, and
any such redemption or repurchase shall not be affected by any defect in or
omission of such numbers.

SECTION 3.12.   Deposits of Monies.

               Except to the extent payment of interest is made by the
Company's check pursuant to Section 3.1, prior to 11:00 a.m. New York City time
on each Interest Payment Date, Redemption Date, Stated Maturity, and Purchase
Date, the Company shall deposit with the Paying Agent in immediately available
funds money sufficient to make cash payments, if any, due on such Interest
Payment Date, Redemption Date, Stated Maturity and Purchase Date, as the case
may be, in a timely manner which permits the Paying Agent to remit payment to
the Holders on such Interest Payment Date, Redemption Date, Stated Maturity,
and Purchase Date, as the case may be.

SECTION 3.13.   Book-Entry Provisions for Global Securities.

               (a) The Global Securities initially shall (i) be registered in
          the name of the Depository or the nominee of such Depository, (ii) be
          delivered to the Trustee as cus-



                                      -46-
<PAGE>   56

          todian for such Depository and (iii) bear legends as set forth
          in Exhibit B hereto.

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

               (b) Transfer of Global Securities shall be limited to transfers
          in whole, but not in part, to the Depository, its successors or their
          respective nominees. Interests of beneficial owners in the Global
          Securities may not be transferred or exchanged for physical
          securities, except that physical securities shall be transferred to
          all beneficial owners in exchange for their beneficial interests in
          Global Securities if (i) the Depository notifies the Company that it
          is unwilling or unable to continue as Depository for any Global
          Security, or that it will cease to be a "Clearing Agency" under the
          Exchange Act, and in either case a successor Depository is not
          appointed by the Company within 90 days of such notice or (ii) an
          Event of Default has occurred and is continuing and the Security
          Registrar has received a written request from the Depository to issue
          physical securities.

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

SECTION 3.14.   Special Transfer Provisions.

               (a) Transfers to Non-U.S. Persons. The following additional
          provisions shall apply with respect to the registration of any
          proposed transfer of and the transfer of the beneficial interest in
          an Initial Security to any Non-U.S. Person:


                                      -47-
<PAGE>   57

               (i) the Security Registrar shall register the transfer of any
          Initial Security, whether or not such Security bears the Private
          Placement Legend, and a transfer of the beneficial interest in an
          Initial Security may be made if (x) the requested transfer is after
          the second anniversary of the Issue Date; provided, however, that
          neither the Company nor any Affiliate of the Company has held any
          beneficial interest in such Security, or portion thereof, at any time
          on or prior to the second anniversary of the Issue Date and such
          transfer can otherwise be lawfully made under the Securities Act
          without registering such Initial Security thereunder,(y) in the case
          of the registration of a transfer by the Security Registrar, the
          proposed transferor has delivered to the Security Registrar a
          certificate substantially in the form of Exhibit C hereto or (i) in
          the case of the transfer of the beneficial interest in an Initial
          Security, (other than a transfer by an Agent Member, to which clause
          (ii) below shall apply), the transfer is made in accordance with
          Regulation S under the Securities Act and in accordance with clause
          (iii) below to the extent applicable;

               (ii) if the proposed transferor is an Agent Member seeking to
          transfer an interest in a 144A Global Security, upon receipt by the
          Security Registrar of (x) written instructions given in accordance
          with the Depository's and the Security Registrar's procedures and (y)
          the appropriate certificate, if any, required by clause (y) of
          paragraph (i) above, together with any required legal opinions and
          certifications, the Security Registrar shall register the transfer
          and reflect on its books and records the date and (A) a decrease in
          the principal amount of the 144A Global Security from which such
          interests are to be transferred in an amount equal to the principal
          amount of the Securities to be transferred and (B) an increase in the
          principal amount of the Regulation S Global Security in an amount
          equal to the principal amount of the Global Security to be
          transferred; and

               (iii) subject to Section 3.14(b), until the 41st day after the
          Issue Date (the "Distribution Compliance Period"), an owner of a
          beneficial interest in the Regulation S Global Security may not
          transfer such interest to a transferee that is a U.S. Person or for
          the account or benefit of a U.S. Person within the meaning of Rule
          902(o) of the Securities Act. Subject to Section 3.14(b), during the
          Distribution Compliance Period, all beneficial interests in the
          Regulation S Global Security shall be transferred only through Cedel
          or Euroclear, either directly if the transferor and transferee are
          participants in such 



                                      -48-
<PAGE>   58

          systems, or indirectly through organizations that are participants 
          therein.

               (b) Transfers to QIBs. The following provisions shall apply with
          respect to the registration of any proposed transfer of an Initial
          Security and the transfer of the beneficial interest in an Initial
          Security to a QIB (excluding Non-U.S. Persons):

               (i) the Security Registrar shall register the transfer of any
          Initial Security, whether or not such Security bears the Private
          Placement Legend, and the transfer of the beneficial interest in an
          Initial Security may be made if (x) the requested transfer is after
          the second anniversary of the Issue Date; provided, however, that
          neither the Company nor any Affiliate of the Company has held any
          beneficial interest in such Security, or portion thereof, at any time
          on or prior to the second anniversary of the Issue Date and such
          transfer can otherwise be lawfully made under the Securities Act
          without registering such Initial Security thereunder, (y) in the case
          of the registration of a transfer by the Security Registrar, such
          transfer is being made by a proposed transferor who has checked the
          box provided for on the form of Security stating, or has otherwise
          advised the Company and the Security Registrar in writing, that the
          sale has been made in compliance with the provisions of Rule 144A to
          a transferee who has signed the certification provided for on the
          form of Security stating, or has otherwise advised the Company and
          the Security Registrar in writing, that it is purchasing the Security
          for its own account or an account with respect to which it exercises
          sole investment discretion and that it and any such account is a QIB
          within the meaning of Rule 144A, and is aware that the sale to it is
          being made in reliance on Rule 144A and acknowledges that it has
          received such information regarding the Company as it has requested
          pursuant to Rule 144A or has determined not to request such
          information and that it is aware that the transferor is relying upon
          its foregoing representations in order to claim the exemption from
          registration provided by Rule 144A or (z) in the case of the transfer
          of the beneficial interest in an Initial Security, (other than a
          transfer by an Agent Member, to which clause (ii) below shall apply),
          the transfer is made in accordance with Rule 144A under the
          Securities Act; and

               (ii) if the proposed transferor is an Agent Member seeking to
          transfer an interest in a Regulation S Global Security, upon receipt
          by the Security Registrar of written instructions given in accordance
          with the Depository's and the Security Registrar's procedures, the
          Security Reg-


                                      -49-
<PAGE>   59
          istrar shall register the transfer and reflect on its books and
          records the date and (A) a decrease in the principal amount of the
          Regulation S Global Security from which interests are to be
          transferred in an amount equal to the principal amount of the
          Securities to be transferred and (B) an increase in the principal
          amount of the 144A Global Security in an amount equal to the
          principal amount of the Global Security to be transferred.

               (c) Private Legend. Upon the registration of transfer, exchange
          or replacement of Securities not bearing the Private Placement
          Legend, the Security Registrar shall deliver Securities that do not
          bear the Private Placement Legend. Upon the registration of transfer,
          exchange or replacement of Securities bearing the Private Placement
          Legend, the Security Registrar shall deliver only Securities that
          bear the Private Placement Legend unless (i) the circumstances
          contemplated by paragraph (a)(i)(x) or (b)(i)(x) of this Section 3.14
          exists, (ii) there is delivered to the Security Registrar an opinion
          of counsel reasonably satisfactory to the Company and the Trustee to
          the effect that neither such legend nor the related restrictions on
          transfer are required in order to maintain compliance with the
          provisions of the Securities Act or (iii) such Security has been sold
          pursuant to an effective registration statement under the Securities
          Act.

               (d) Other Transfers. If a Holder proposes to transfer a Security
          constituting a Restricted Security pursuant to any exemption from the
          registration requirements of the Securities Act other than as
          provided for by Section 3.14(a), (b) and (c), the Security Registrar
          shall only register such transfer or exchange if such transferor
          delivers an opinion of counsel satisfactory to the Company and the
          Security Registrar that such transfer is in compliance with the
          Securities Act and the terms of this Indenture.

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

               The Security Registrar shall retain copies of all letters,
notices and other written communications received pursuant to Section 3.13 or
this Section 3.14. The Company shall 


                                      -50-
<PAGE>   60

have the right to inspect and make copies of all such letters, notices or other
written communications at any reasonable time upon the giving of reasonable
prior written notice to the Security Registrar.

                                   ARTICLE IV

                           Satisfaction and Discharge


SECTION 4.1.    Satisfaction and Discharge of Indenture.           

               This Indenture shall cease to be of further effect (except as to
any surviving rights of registration of transfer or exchange of Securities
herein expressly provided for), and the Trustee, on demand of and at the
expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture, when

               (1)    either

                      (A) all Securities theretofore authenticated and
               delivered (other than (i) Securities which have been destroyed,
               lost or stolen and which have been replaced or repaid as
               provided in Section 3.6 and (ii) Securities for whose payment
               money has theretofore been deposited in trust or segregated and
               held in trust by the Company and thereafter repaid to the
               Company or discharged from such trust, as provided in Section
               10.3) have been delivered to the Trustee for cancellation; or

                      (B) all such Securities not theretofore delivered to the
               Trustee for cancellation (other than Securities which have been
               destroyed, lost or stolen and which have been replaced or repaid
               as provided in Section 3.6),

               (i) have become due and payable, or

               (ii) will become due and payable at their Stated Maturity within
          one year, or

               (iii) are to be called for redemption within one year under
          arrangements satisfactory to the Trustee for the giving of notice of
          redemption by the Trustee in the name, and at the expense, of the
          Company,


                                      -51-
<PAGE>   61

          and the Company, in the case of (i), (ii) or (iii) above, has
          irrevocably deposited or caused to be deposited with the Trustee as
          trust funds in trust for the purpose an amount sufficient to pay and
          discharge the entire Indebtedness on such Securities not theretofore
          delivered to the Trustee for cancellation, for principal (and
          premium, if any) and interest on the Securities to the date of such
          deposit (in the case of Securities which have become due and payable)
          or to the Stated Maturity or Redemption Date, as the case may be,
          together with irrevocable instructions from the Company directing the
          Trustee to apply such funds to the payment thereof at maturity or
          redemption, as the case may be;

               (2) the Company has paid or caused to be paid all other sums
          payable hereunder by the Company or the Guarantors; and

               (3) the Company has delivered to the Trustee an Officer's
          Certificate and an Opinion of Counsel, each stating that all
          conditions precedent herein provided for relating to the satisfaction
          and discharge of this Indenture have been complied with.

Notwithstanding the satisfaction and discharge of this Indenture pursuant to
this Article IV, the obligations of the Company to the Trustee under Section
6.7, the obligations of the Company to any Authenticating Agent under Section
6.14 and, if money shall have been deposited with the Trustee pursuant to
subclause (B) of clause (1) of this Section, the obligations of the Trustee
under Section 4.2 and the last paragraph of Section 10.3 shall survive.

SECTION 4.2.    Application of Trust Money.

               Subject to the provisions of the last paragraph of Section 10.3,
all money deposited with the Trustee pursuant to Section 4.1 shall be held in
trust and applied by it, in accordance with the provisions of the Securities
and this Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if
any) and interest for whose payment such money has been deposited with the
Trustee.


                                      -52-
<PAGE>   62

                                   ARTICLE V

                                    Remedies


SECTION 5.1.    Events of Default.

               "Event of Default," wherever used herein, means any one of the
following events (whatever the reason for such Event of Default and whether it
shall be voluntary or involuntary or be effected by operation of law or
pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body):

               (1) default in the payment of the principal of or premium, if
          any, when due and payable, on any of the Securities (at Stated
          Maturity, upon optional redemption, required purchase or otherwise);
          or

               (2) default in the payment of an installment of interest on any
          of the Securities, when due and payable, for 30 days; or

               (3) default in the performance, or breach, of any covenant or
          agreement of the Company under this Indenture (other than a default
          in the performance or breach of a covenant or agreement which is
          specifically dealt with in clauses (1), (2) or (4)) and such default
          or breach shall continue for a period of 45 days after written notice
          has been given, by certified mail, (x) to the Company by the Trustee
          or (y) to the Company and the Trustee by the holders of at least 25%
          in aggregate principal amount of the Outstanding Securities; or

               (4) (a) there shall be a default in the performance or breach of
          the provisions of Section 8.1 with respect to the Company; (b) the
          Company shall have failed to make or consummate an Asset Sale Offer
          in accordance with the provisions of Section 10.14; or (c) the
          Company shall have failed to make or consummate a Change of Control
          Offer in accordance with the provisions of Section 10.13; or

               (5) default or defaults under one or more agreements,
          instruments, mortgages, bonds, debentures or other evidences of
          Indebtedness under which the Company or any Significant Subsidiary of
          the Company then has outstanding Indebtedness in excess of
          $15,000,000, individually or in the aggregate, and (a) such default
          or defaults include a failure to make a payment of principal, (b)
          such Indebtedness is already due and payable in full or (c) such
          de-

                                      -53-
<PAGE>   63

          fault or defaults have resulted in the acceleration of the maturity
          of such Indebtedness; or

               (6) one or more judgments, orders or decrees of any court or
          regulatory or administrative agency of competent jurisdiction for the
          payment of money in excess of $15,000,000, either individually or in
          the aggregate, shall be entered against the Company or any
          Significant Subsidiary of the Company or any of their respective
          properties and shall not be discharged and there shall have been a
          period of 60 days after the date on which any period for appeal has
          expired and during which a stay of enforcement of such judgment,
          order or decree, shall not be in effect; or

               (7) the entry of a decree or order by a court having
          jurisdiction in the premises (A) for relief in respect of the Company
          or any Significant Subsidiary in an involuntary case or proceeding
          under the Federal Bankruptcy Code or any other federal, state or
          foreign bankruptcy, insolvency, reorganization or similar law or (B)
          adjudging the Company or any Significant Subsidiary bankrupt or
          insolvent, or seeking reorganization, arrangement, adjustment or
          composition of or in respect of the Company or any Significant
          Subsidiary under the Federal Bankruptcy Code or any other similar
          federal, state or foreign law, or appointing a custodian, receiver,
          liquidator, assignee, trustee, sequestrator (or other similar
          official) of the Company or any Significant Subsidiary or of any
          substantial part of any of their properties, or ordering the winding
          up or liquidation of any of their affairs, and the continuance of any
          such decree or order unstayed and in effect for a period of 60
          consecutive days; or

               (8) the institution by the Company or any Significant Subsidiary
          of a voluntary case or proceeding under the Federal Bankruptcy Code
          or any other similar federal, state or foreign law or any other case
          or proceedings to be adjudicated a bankrupt or insolvent, or the
          consent by the Company or any Significant Subsidiary to the entry of
          a decree or order for relief in respect of the Company or any
          Significant Subsidiary in any involuntary case or proceeding under
          the Federal Bankruptcy Code or any other similar federal, state or
          foreign law or to the institution of bankruptcy or insolvency
          proceedings against the Company or any Significant Subsidiary, or the
          filing by the Company or any Significant Subsidiary of a petition or
          answer or consent seeking reorganization or relief under the Federal
          Bankruptcy Code or any other similar federal, state or foreign law,
          or the consent by it to the filing of any such petition or to the
          appointment of or taking 



                                      -54-
<PAGE>   64

          possession by a custodian, receiver, liquidator, assignee, trustee or
          sequestrator (or other similar official) of any of the Company or any
          Significant Subsidiary or of any substantial part of its property, or
          the making by it of an assignment for the benefit of creditors, or
          the admission by it in writing of its inability to pay its debts
          generally as they become due or the taking of corporate action by the
          Company or any Significant Subsidiary in furtherance of any such
          action; or

               (9) any of the Guarantees by a Significant Subsidiary ceases to
          be in full force and effect or any of such Guarantees is declared to
          be null and void and unenforceable or any of such Guarantees is found
          to be invalid or any of such Guarantors denies its liability under
          its Guaranty (other than by reason of release of such Guarantor in
          accordance with the terms of this Indenture).

SECTION 5.2.    Acceleration of Maturity; 
                Rescission and Annulment.

               If an Event of Default (other than those covered by clause (7)
or (8) of Section 5.1 with respect to the Company) shall occur and be
continuing, the Trustee, by notice to the Company, or the Holders of at least
25% in aggregate principal amount of the Securities then Outstanding, by notice
to the Trustee and the Company, may declare the principal of, premium, if any,
and accrued and unpaid interest, if any, on all of the outstanding Securities
due and payable immediately, upon which declaration, all amounts payable in
respect of the Securities (i) shall be due and payable and (ii) if there are
any amounts outstanding under the New Credit Agreement, shall become
immediately due and payable upon the first to occur of an acceleration under
the New Credit Agreement or five business days after receipt by the Company and
the Representative under the New Credit Agreement of such notice of
acceleration. If an Event of Default specified in clause (7) or (8) of Section
5.1 with respect to the Company occurs and is continuing, then the principal
of, premium, if any, and accrued and unpaid interest, if any, on all the
outstanding Securities shall ipso facto become and be immediately due and
payable without any declaration or other act on the part of the Trustee or any
Holder of Securities.

               After a declaration of acceleration under the Indenture, but
before a judgment or decree for payment of the money due has been obtained by
the Trustee, the Holders of a majority in aggregate principal amount of the
Outstanding Securities, by written notice to the Company and the Trustee, may
rescind such declaration if


                                      -55-
<PAGE>   65

               (1) the Company has paid or deposited with the Trustee a sum
          sufficient to pay

                      (A) all sums paid or advanced by the Trustee under this
               Indenture and the reasonable compensation, expenses,
               disbursements and advances of the Trustee, its agents and
               counsel,

                      (B) all overdue interest on all Securities,

                      (C) the principal of and premium, if any, on any
               Securities which have become due otherwise than by such
               declaration of acceleration and interest thereon at the rate
               borne by the Securities, and

                      (D) to the extent that payment of such interest is
               lawful, interest upon overdue interest and overdue principal at
               the rate set forth in the Securities which has become due
               otherwise than by such declaration of acceleration;

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

               (3) all Events of Default, other than the nonpayment of
          principal of, premium, if any, and interest on the Securities that
          have become due solely by such declaration of acceleration, have been
          cured or waived.

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

SECTION 5.3.    Collection of Indebtedness and 
                Suits for Enforcement by Trustee.

               The Company and each Guarantor covenants that if

               (i) default is made in the payment of any interest on any
          Security when such interest becomes due and payable and such default
          continues for a period of 30 days, or

               (ii) default is made in the payment of the principal of (or
          premium, if any, on) any Security on the due date for payment
          thereof, including, with respect to any Security required to have
          been purchased pursuant to a Change of Control Offer or an Asset Sale
          Offer made by the Company, at the Purchase Date thereof, the Company
          or such Guarantor will, upon demand of the Trustee, pay to it, for
          the benefit of the Holders of such Securities, the whole amount then
          due and payable on such Securities for principal (and premium, if
          any) and interest, and, to the extent 


                                      -56-
<PAGE>   66
          that payment of such interest shall be legally enforceable, interest
          on any overdue principal (and premium, if any) and on any overdue
          interest, at the rate provided by the Securities, and, in addition
          thereto, 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.

               In addition to the rights and powers set forth in Section 317(a)
of the Trust Indenture Act, the Trustee shall be entitled to file such other
papers or documents as may be necessary or advisable in order to have the
claims of the Trustee and of the Holders of the Securities allowed in any
judicial proceeding relative to the Company, any Guarantor or any other obligor
upon the Securities, its creditors, or its property, and to collect and receive
any moneys or other property payable or deliverable on any such claims, and to
distribute the same after the deduction of its charges and expenses; and any
receiver, assignee or trustee in bankruptcy or reorganization is hereby
authorized by each of the Holders 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 it for
compensation and expenses, including counsel fees incurred by it up to the date
of such distribution.

               If an Event of Default occurs and is continuing, the Trustee may
in its discretion proceed to protect and enforce its rights and the rights of
the Holders by such appropriate judicial proceedings as the Trustee shall deem
most effectual to protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of the
exercise of any power granted herein, or to enforce any other proper remedy.

SECTION 5.4.    Trustee May File Proofs of Claim.

               In case of any judicial proceeding relative to the Company, a
Guarantor (or any other obligor upon the Securities), its property or its
creditors, the Trustee shall be entitled and empowered, by intervention in such
proceeding or otherwise, to take any and all actions authorized under the Trust
Indenture Act in order to have claims of the Holders and the Trustee allowed in
any such proceeding. In particular, the Trustee shall be authorized to collect
and receive any moneys or other property payable or deliverable on any such
claims and to distribute the same; and any custodian, receiver, assignee,
trustee, liquidator, sequestrator or other similar official in any such
judicial proceeding is hereby authorized by each Holder to make such payments
to the Trustee and, in the event 


                                      -57-
<PAGE>   67

that the Trustee shall consent to the making of such payments directly to the
Holders, to pay to the Trustee any amount due 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 6.7.

               No provision of this Indenture 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 Securities or the rights of any Holder thereof or to authorize the Trustee
to vote in respect of the claim of any Holder in any such proceeding; provided,
however, that the Trustee may, on behalf of the Holders, vote for the election
of a trustee in bankruptcy or similar official and be a member of a creditors,
or other similar committee.

SECTION 5.5.    Trustee May Enforce Claims 
                Without Possession of Securities.

               All rights of action and claims under this Indenture or the
Securities may be prosecuted and enforced by the Trustee without the possession
of any of the Securities or the production thereof in any proceeding relating
thereto, and any such proceeding instituted by the Trustee shall be brought in
its own name as trustee of an express trust, and any recovery of judgment
shall, after provision for the payment of the reasonable compensation,
expenses, distributions and advances of the Trustee, its agents and counsel, be
for the ratable benefit of the Holders of the Securities in respect of which
such judgment has been recovered.

SECTION 5.6.    Application of Money Collected.

               Any money collected by the Trustee pursuant to this Article
shall be applied in the following order, at the date or dates fixed by the
Trustee and, in case of the distribution of such money on account of principal
(or premium, if any) or interest, upon presentation of the Securities and the
notation thereon of the payment if only partially paid and upon surrender
thereof if fully paid:

               FIRST: To the payment of all amounts due the Trustee under
          Section 6.7;

               SECOND: To the payment of the amounts then due and unpaid for
          principal of (and premium, if any) and interest on the Securities in
          respect of which or for the benefit of which such money has been
          collected, ratably, without preference or priority of any kind,
          according to the 


                                      -58-
<PAGE>   68

          amounts due and payable on such Securities for principal (and 
          premium, if any) and interest, respectively;

               THIRD: To the payment of any and all other amounts due under the
          Indenture, the Securities or the Guarantees; and

               FOURTH: To the Company (or such other Person as a court of
          competent jurisdiction may direct).

SECTION 5.7.    Limitation on Suits.

               Subject to Section 5.8, no Holder of any Security shall have and
right to institute any proceeding, judicial or otherwise, with respect to this
Indenture, or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless

               (i) such Holder has previously given written notice to the
          Trustee of a continuing Event of Default;

               (ii) the Holders of not less than 25% in principal amount of the
          Outstanding Securities shall have made written request to the Trustee
          to institute proceedings in respect of such Event of Default in its
          own name as Trustee hereunder;

               (iii) such Holder or Holders have offered to the Trustee
          reasonable indemnity against the costs, expenses and liabilities to
          be incurred in compliance with such request;

               (iv) the Trustee for 60 days after its receipt of such notice,
          request and offer of indemnity has failed to institute any such
          proceeding; and

               (v) no direction inconsistent with such written request has been
          given to the Trustee during such 60-day period by the Holders of a
          majority in principal amount of the Outstanding Securities;

          it being understood and intended that no one or more Holders shall
          have any right in any manner whatever by virtue of, or by availing of,
          any provision of this Indenture to affect, disturb or prejudice the
          rights of any other Holders, or to obtain or to seek to obtain
          priority or preference over any other Holders or to enforce any right
          under this Indenture, except in the manner herein provided and for the
          equal and ratable benefit of all the Holders.


                                      -59-
<PAGE>   69
SECTION 5.10.   Unconditional Right of Holders 
                to Receive Principal, Premium 
                and Interest. 

               Notwithstanding any other provision in this Indenture, the
Holder of any Security shall have the right, which is absolute and
unconditional, to receive payment of the principal of (and premium, if any) and
(subject to Section 3.7) interest on such Security on the respective Stated
Maturities expressed in such Security (or, in the case of redemption, on the
Redemption Date or in the case of a Change of Control Offer or an Asset Sale
Offer made by the Company and required to be accepted as to such Security, on
the relevant Purchase Date) and to institute suit for the enforcement of any
such payment, and such rights shall not be impaired without the consent of such
Holder.

SECTION 5.11.   Restoration of Rights and Remedies.

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

SECTION 5.12.   Rights and Remedies Cumulative.

               Except as otherwise provided with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities in the last
paragraph of Section 3.6, no right or remedy herein conferred upon or reserved
to the Trustee or to the Holders is intended to be exclusive of any other right
or remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent
the concurrent assertion or employment of any other appropriate right or
remedy.

SECTION 5.13.   Delay or Omission Not Waiver.

               No delay or omission of the Trustee or of any Holder of any
Security to exercise any right or remedy accruing upon any Event of Default
shall impair any such right or remedy or constitute a waiver of any such Event
of Default or an acquiescence therein. Every right and remedy given by this
Article or by law to the Trustee or to the Holders may be exercised from time
to time, and as often as may be deemed expedient, by the Trustee or by the
Holders, as the case may be.


                                      -60-
<PAGE>   70

SECTION 5.14.   Control by Holders.

               The Holders of a majority in principal amount of the Outstanding
Securities shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or exercising
any trust or power conferred on the Trustee, provided that

               (i) such direction shall not be in conflict with any rule of law
          or with this Indenture, and

               (ii) the Trustee may take any other action deemed proper by the
          Trustee which is not inconsistent with such direction.

SECTION 5.15.   Waiver of Past Defaults.

               The Holders of not less than a majority in principal amount of
the Outstanding Securities may on behalf of the Holders of all the Securities
waive any past default hereunder and its consequences, except a default

               (i) in the payment of the principal of (or premium, if any) or
          interest on any Security (including any Security which is required to
          have been purchased pursuant to a Change of Control Offer or an Asset
          Sale Offer which has been made by the Company), or

               (ii) in respect of a covenant or provision hereof which under
          Article IX cannot be modified or amended without the consent of the
          Holder of each Outstanding Security affected.

               Upon any such waiver, such default shall cease to exist, and any
Event of Default arising therefrom shall be deemed to have been cured, for
every purpose of this Indenture; but no such waiver shall extend to any
subsequent or other default or impair any right consequent thereon.

SECTION 5.16.   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,
suffered or omitted by it as Trustee, a 


                                      -61-
<PAGE>   71
court may require any party litigant in such suit to file an undertaking to pay
the costs of such suit, and may assess costs against any such party litigant,
in the manner and to the extent provided in the Trust Indenture Act; provided,
that neither this Section nor the Trust Indenture Act hall be deemed to
authorize any court to require such an undertaking or to make such an
assessment in any suit instituted by the Company or a Guarantor, in any suit
instituted by the Trustee, in any suit instituted by any Holder or group of
Holders, holding in the aggregate more than 10% in principal amount of the
Outstanding Securities, or in any suit instituted by any Holder for the
enforcement of the payment of the principal of (or premium, if any) or interest
on any Security on or after the Stated Maturity expressed in such Security (or,
in the case of redemption, on or after the Redemption Date or, in the case of a
Change of Control Offer or an Asset Sale Offer, made by the Company and
required to be accepted as to such Security, on the applicable Purchase Date,
as the case may be).

SECTION 5.17.   Waiver of Stay or Extension Laws.

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

                                   ARTICLE VI

                                  The Trustee


SECTION 6.1.    Certain Duties and Responsibilities.

               (a) Except during the continuance of an Event of Default,

               (i) the Trustee undertakes to perform such duties and only such
          duties as are specifically set forth in this Indenture, and no
          implied covenants or obligations shall be read into this Indenture
          against the Trustee; and


                                      -62-
<PAGE>   72

               (ii) in the absence of bad faith on its part, the Trustee may
          conclusively rely, as to the truth of the statements and the
          correctness of the opinions expressed therein, upon certificates or
          opinions furnished to the Trustee and conforming to the requirements
          of this Indenture; but in the case of any such certificates or
          opinions which by the provisions hereof are specifically required to
          be furnished to the Trustee, the Trustee shall be under a duty to
          examine the same to determine whether or not they conform to the
          requirements of this Indenture but need not verify the contents
          thereof.

               (b) In case 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.

               (c) No provision of this Indenture shall be construed to relieve
          the Trustee from liability for its own negligent misconduct, except
          that no provision of this Indenture shall require the Trustee to
          expend or risk its own funds or otherwise incur any financial
          liability in the performance of any of its duties hereunder, or in
          the exercise of any of its rights or powers under this Indenture,
          unless the Trustee has received security and indemnity satisfactory
          to it against any loss, liability or expense. The Trustee shall not
          be liable for any error of judgment unless it is proved that the
          Trustee was negligent in the performance of its duties hereunder.

               (d) Whether or not therein expressly so provided, every
          provision of this Indenture relating to the conduct or affecting the
          liability of or affording protection to the Trustee shall be subject
          to the provisions of this Section 6.1.

SECTION 6.2.    Notice of Defaults.

               Within 30 days after the occurrence of any Default, the Trustee
shall transmit by mail to all Holders, as their names and addresses appear in
the Security Register, notice of such Default hereunder known to the Trustee,
unless such Default shall have been cured or waived; provided, however, that,
except in the case of a Default in the payment of the principal of, premium, if
any, or interest on any Security, the Trustee shall be protected in withholding
such notice if and so long as a trust committee of Responsible Officers of the
Trustee in good faith determines that the withholding of such notice is in the
interest of the Holders.


                                      -63-
<PAGE>   73

SECTION 6.3.    Certain Rights of Trustee.

               Subject to the provisions of Section 6.1:

               (a) the Trustee may conclusively rely as to the truth of the
          statements and correctness of the opinions expressed therein and
          shall be fully protected in acting or refraining from acting upon any
          resolution, Officer's Certificate, certificate of auditors or any
          other certificate, statement, instrument, opinion, report, notice,
          request, direction, consent, order, bond, debenture, note, other
          evidence of indebtedness or other paper or document believed by it to
          be genuine and to have been signed or presented by the proper party
          or parties;

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

               (c) whenever in the administration of this Indenture the Trustee
          shall deem it desirable that a matter be proved or established prior
          to taking, suffering or omitting any action hereunder, the Trustee
          (unless other evidence be herein specifically prescribed) may, in the
          absence of bad faith on its part, rely upon an Officer's Certificate
          directing the Trustee with respect to the taking, suffering or
          omitting any such action;

               (d) the Trustee may consult with counsel of its selection and
          the 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;

               (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 pursuant to this Indenture, unless
          such Holders shall have offered to the Trustee reasonable security or
          indemnity against the costs, expenses and liabilities which might be
          incurred by it in compliance with such request or direction;

               (f) the Trustee shall not be bound to make any investigation
          into the facts or matters stated in any resolution, certificate,
          statement, instrument, opinion, report, notice, request, direction,
          consent, order, bond, debenture, note, other evidence of indebtedness
          or other paper or document, but the Trustee, in its discretion, may


                                      -64-
<PAGE>   74
          make such further inquiry or investigation into such facts or matters
          as it may see fit, and, if the Trustee shall determine to make such
          further inquiry or investigation, it shall be entitled (subject to
          reasonable confidentiality arrangements as may be proposed by the
          Company or any Guarantor) to make reasonable examination (upon prior
          notice and during regular business hours) of the books, records and
          premises of the Company or a Guarantor, personally or by agent or
          attorney;

               (g) 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 or custodians or nominees and the Trustee
          shall not be responsible for the supervision of, or any misconduct or
          negligence on the part of any agent or attorney appointed with due
          care by it hereunder;

               (h) the Trustee shall not be liable for any action taken,
          suffered, or omitted to be taken by it in good faith and reasonably
          believed by it to be authorized or within the discretion or rights or
          powers conferred upon it by this Indenture; and

               (i) in the event that the Trustee is also acting as
          Authenticating Agent, Paying Agent or Security Registrar hereunder,
          the rights and protections afforded to the Trustee pursuant to this
          Article VI shall also be afforded to such Authenticating Agent,
          Paying Agent and Security Registrar.

SECTION 6.4.    Not Responsible for Recitals 
                or Issuance of Securities. 

               The recitals contained herein and in the Securities, except the
Trustee's certificates of authentication, shall be taken as the statements of
the Company, and the Trustee or any Authenticating Agent assumes no
responsibility for their correctness. The Trustee makes no representations as
to the validity or sufficiency of this Indenture or of the Securities. The
Trustee shall not be accountable for the use or application by the Company of
Securities or the proceeds thereof.

SECTION 6.5.    May Hold Securities.

               The Trustee, any Authenticating Agent, any Paying Agent, any
Security Registrar or any other agent of the Company or any Guarantor, in its
individual or any other capacity, may become the owner or pledgee of Securities
and, subject to Sections 6.8 and 6.13, may otherwise deal with the Company or a
Guarantor with the same rights it would have if it were not 


                                      -65-
<PAGE>   75
Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other 
agent.

SECTION 6.6.    Money Held in Trust.

               Money held by the Trustee in trust hereunder need not be
segregated from other funds except to the extent required by law. The Trustee
shall be under no liability for interest on any money received by it hereunder
except as otherwise agreed in writing with the Company.

SECTION 6.7.    Compensation and Reimbursement.

             The Company agrees

               (1) to pay to the Trustee from time to time such reasonable
          compensation as the Company and the Trustee shall from time to time
          agree in writing for all services rendered by it hereunder (which
          compensation shall not be limited by any provision of law in regard
          to the compensation of a trustee of an express trust);

               (2) except as otherwise expressly provided herein, to promptly
          reimburse the Trustee upon its request for all reasonable expenses,
          disbursements and advances incurred or made by the Trustee in
          accordance with any provision of this Indenture (including the
          reasonable compensation and the expenses and disbursements of its
          agents and counsel), except any such expense, disbursement or advance
          as may be attributable to its negligence or bad faith; and

               (3) to indemnify the Trustee, its directors, officers, agents
          and employees for, and to hold them harmless against, any and all
          loss, damage, claim, liability or expense incurred without negligence
          or bad faith on its part, including taxes (other than taxes based
          upon, measured by or determined by the revenue or income of the
          Trustee), arising out of or in connection with the acceptance or
          administration of this trust, including the costs and expenses of
          defending itself against any claim or liability in connection with
          the exercise or performance of any of its powers or duties hereunder.

               The Trustee shall have a lien prior to the Securities as to all
property and funds held by it hereunder for any amount owing to it pursuant to
this Section 6.7, except with respect to funds held in trust for the benefit of
the Holders of particular Securities.

               When the Trustee incurs expenses or renders services in
connection with an Event of Default specified in Section 


                                      -66-
<PAGE>   76

5.1(7) or Section 5.1(8), the expenses (including the reasonable charges and
expenses of its counsel) and the compensation for the services are intended to
constitute expenses of administration under any applicable Federal or State
bankruptcy, insolvency or other similar law.

               The Company's obligations under this Section 6.7 shall survive
the termination of this Indenture.

SECTION 6.8.    Conflicting Interests.

               If the Trustee has or shall acquire a conflicting interest
within the meaning of the Trust Indenture Act, the Trustee shall either
eliminate such interest or resign, to the extent and in the manner provided by,
and subject to the provisions of, the Trust Indenture Act and this Indenture.

SECTION 6.9.     Corporate Trustee Required; Eligibility.

               There shall at all times be a Trustee hereunder which shall be a
Person that is eligible pursuant to the Trust Indenture Act to act as such and
has, or is a wholly-owned subsidiary of a bank holding company that has, a
combined capital and surplus of at least $100,000,000 and a Corporate Trust
Office in the Borough of Manhattan, The City of New York. If such Person
publishes reports of condition at least annually, pursuant to law or to the
requirements of a Federal or State supervising or examining authority, then for
the purposes of this Section and to the extent permitted by the Trust Indenture
Act, the combined capital and surplus of such Person shall be deemed to be its
combined capital and surplus as set forth in its most recent report of
condition so published. If at any time the Trustee shall cease to be eligible
in accordance with the provisions of this Section, it shall resign immediately
in the manner and with the effect hereinafter specified in this Article.

SECTION 6.10.    Resignation and Removal; 
                 Appointment of Successor.

               (a) No resignation or removal of the Trustee and no appointment
          of a successor Trustee pursuant to this Article shall become
          effective until the acceptance of appointment by the successor
          Trustee in accordance with the applicable requirements of Section
          6.11.

               (b) The Trustee may resign at any time by giving written notice
          thereof to the Company. If an instrument of acceptance by a successor
          Trustee in accordance with the applicable requirements of Section
          6.11 shall not have 


                                      -67-
<PAGE>   77

          been delivered to the Company and the resigning Trustee within 30
          days after the giving of such notice of resignation, the resigning
          Trustee may petition any court of competent jurisdiction for the
          appointment of a successor Trustee.

               (c) The Trustee may be removed at any time by Act of the Holders
          of a majority in principal amount of the Outstanding Securities,
          delivered to the Trustee and to the Company.

               (d) If at any time:

               (i) the Trustee shall fail to comply with Section 6.8 after
          written request therefor by the Company or by any Holder who has been
          a bona fide Holder of a Security for at least six months, or

               (ii) the Trustee shall cease to be eligible under Section 6.9
          and shall fail to resign after written request therefor by the
          Company, any Guarantor or by any such Holder, or

               (iii) the Trustee shall become incapable of acting or shall be
          adjudged a bankrupt or insolvent or a receiver of the Trustee or of
          its property shall be appointed or any public officer shall take
          charge or control of the Trustee or of its property or affairs for
          the purpose of rehabilitation, conservation or liquidation,

          then, in any such case, (i) the Company or any Guarantor, in each
          case by a Board Resolution, may remove the Trustee, or (ii) subject
          to Section 5.14, any Holder who has been a bona fide Holder of a
          Security for at least six months may, on behalf of himself and all
          others similarly situated, petition any court of competent
          jurisdiction for the removal of the Trustee and the appointment of a
          successor Trustee.

               (e) If the Trustee shall resign, be removed or become incapable
          of acting, or if a vacancy shall occur in the office of Trustee for
          any cause, the Company, by a Board Resolution, shall promptly appoint
          a successor Trustee. If, within one year after such resignation,
          removal or incapability, or the occurrence of such vacancy, a
          successor Trustee shall be appointed by Act of the Holders of a
          majority in principal amount of the Outstanding Securities delivered
          to the Company and the retiring Trustee, the successor Trustee so
          appointed shall, forthwith upon its acceptance of such appointment in
          accordance with the applicable requirements of Section 6.11, become
          the suc-


                                      -68-
<PAGE>   78
          cessor Trustee and supersede the successor Trustee appointed by the
          Company. If no successor Trustee shall have been so appointed by the
          Company or the Holders and accepted appointment in accordance with
          the applicable requirements of Section 6.11, any Holder who has been
          a bona fide Holder of a Security for at least six months may, on
          behalf of himself and all others similarly situated, or the Trustee
          petition any court of competent jurisdiction for the appointment of a
          successor Trustee.

               (f) The Company shall give notice of each resignation and each
          removal of the Trustee and each appointment of a successor Trustee to
          all Holders in the manner provided in Section 1.6. Each notice shall
          include the name of the successor Trustee and the address of its
          Corporate Trust Office.

               (g) The resignation or removal of the Trustee pursuant to this
          Section 6.10 shall not affect the obligation of the Company to
          indemnify the Trustee pursuant to Section 6.7(3) in connection with
          the exercise or performance by the Trustee prior to its resignation
          or removal of any of its powers or duties hereunder.

               (h) No Trustee under this Indenture shall be liable for any
          action or omission of any successor Trustee.

SECTION 6.11.    Acceptance of Appointment by Successor.

               Every successor Trustee appointed hereunder shall execute,
acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee; but, on request of
the Company or the successor Trustee, such retiring Trustee shall, upon payment
of its charges, execute and deliver an instrument transferring to such
successor Trustee all the rights, powers and trusts of the retiring Trustee and
shall duly assign, transfer and deliver to such successor Trustee all property
and money held by such retiring Trustee hereunder. Upon request of any such
successor Trustee, the Company shall execute any and all instruments for more
fully and certainly vesting in and confirming to such successor Trustee all
such rights, powers and trusts.

               No successor Trustee shall accept its appointment unless at the
time of such acceptance such successor Trustee shall be qualified and eligible
under this Article.


                                      -69-
<PAGE>   79

SECTION 6.12.    Merger, Conversion, Consolidation 
                 or Succession to Business.

               Any corporation into which the Trustee may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Trustee shall be a
party, or any corporation succeeding to all or substantially all the corporate
trust business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be otherwise qualified and eligible under this
Article, without the execution or filing of any paper or any further act on the
part of any of the parties hereto. In case any Securities shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Securities so authenticated with the same
effect as if such successor Trustee had itself authenticated such Securities.

SECTION 6.13.    Preferential Collection of 
                 Claims Against the Company or 
                 a Guarantor. 

               If and when the Trustee shall be or become a creditor of the
Company or a Guarantor (or any other obligor upon the Securities), the Trustee
shall be subject to the provisions of the Trust Indenture Act regarding the
collection of claims against the Company or such Guarantor (or any such other
obligor).

SECTION 6.14.    Appointment of Authenticating 
                 Agent.               

               The Trustee may appoint an Authenticating Agent or Agents which
shall be authorized to act on behalf of the Trustee to authenticate Securities
issued upon original issue and upon exchange, registration of transfer or
partial redemption or partial purchase or pursuant to Section 3.6, and
Securities so authenticated shall be entitled to the benefits of this Indenture
and shall be valid and obligatory for all purposes as if authenticated by the
Trustee hereunder. Wherever reference is made in this Indenture to the
authentication and delivery of Securities by the Trustee or the Trustee's
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent. Each Authenticating Agent shall be acceptable to the
Company and shall at all times be a corporation organized and doing business
under the laws of the United States of America, any 


                                      -70-
<PAGE>   80
State thereof or the District of Columbia, authorized under such laws to act as
Authenticating Agent, having a combined capital and surplus of not less than
$100,000,000 and subject to supervision or examination by Federal or State
authority. If such Authenticating Agent publishes reports of condition at least
annually, pursuant to law or to the requirements of said supervising or
examining authority, then for the purposes of this Section, the combined
capital and surplus of such Authenticating Agent shall be deemed to be its
combined capital and surplus as set forth in its most recent report of
condition so published. If at any time an Authenticating Agent shall cease to
be eligible in accordance with the provisions of this Section, such
Authenticating Agent shall resign immediately in the manner and with the effect
specified in this Section.

               Any corporation into which an Authenticating Agent may be merged
or converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to all or substantially all of
the corporate agency or corporate trust business of an Authenticating Agent,
shall continue to be an Authenticating Agent, provided such corporation shall
be otherwise eligible under this Section, without the execution or filing of
any paper or any further act on the part of the Trustee or the Authenticating
Agent.

               An Authenticating Agent may resign at any time by giving written
notice thereof to the Trustee and to the Company. The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice
thereof to such Authenticating Agent and to the Company. Upon receiving such a
notice of resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall give notice of such
appointment in the manner provided in Section 1.6, to all Holders as their
names and addresses appear in the Security Register. Any successor
Authenticating Agent upon acceptance of its appointment hereunder shall become
vested with all the rights, powers and duties of its predecessor hereunder,
with like effect as if originally named as an Authenticating Agent. No
successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.

               The Company agrees to pay to each Authenticating Agent from time
to time reasonable compensation for its services under this Section.


                                      -71-
<PAGE>   81

               If an appointment is made pursuant to this Section, the
Securities may have endorsed thereon, in addition to the Trustee's certificate
of authentication, an alternative certificate of authentication in the
following form:

               This is one of the Securities described in the within-mentioned
Indenture.

Dated:

                                         State Street Bank and Trust Company,
                                                     As Trustee


                                               By:
                                                   ---------------------------
                                                   As Authenticating Agent


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


                                  ARTICLE VII

               Holders' Lists and Reports by Trustee and Company


SECTION 7.1.     Company to Furnish Trustee Names and Addresses of Holders. 

               The Company will furnish or cause to be furnished to the Trustee
(a) semiannually, not more than 10 days after each Regular Record Date, a list,
in such form as the Trustee may reasonably require, of the names and addresses
of the Holders as of such Regular Record Date; and (b) at such times as the
Trustee may reasonably request in writing, within 30 days after the receipt by
the Company of any such request, a list of similar form and content to that in
subsection (a) hereof as of a date not more than 15 days prior to the time such
list is furnished; excluding from any such list names and addresses received by
the Trustee in its capacity as Security Registrar.

SECTION 7.2.     Preservation of Information; Communications to Holders.    

               (a) The Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of Holders contained in the
most recent list furnished to the Trustee as provided in Section 7.1 and the
names and addresses of Hold-


                                      -72-
<PAGE>   82

ers received by the Trustee in its capacity as Security Registrar, if so 
acting.

               (b) The rights of Holders to communicate with other Holders with
respect to their rights under this Indenture or under the Securities, and the
corresponding rights and duties of the Trustee, shall be as provided by the
Trust Indenture Act.

               (c) Every Holder of Securities, by receiving and holding the
same, agrees with the Company and the Trustee that neither the Company, any
Guarantor nor the Trustee nor any agent of either of them shall be held
accountable by reason of any disclosure of information as to the names and
addresses of Holders made pursuant to the Trust Indenture Act.

SECTION 7.3.     Reports by Trustee.

               (a) Within 60 days after May 15 of each year commencing May 15,
1999, the Trustee shall transmit to Holders such reports concerning the Trustee
and its actions under this Indenture to the extent required pursuant to the
Trust Indenture Act at the times and in the manner provided pursuant thereto.

               (b) A copy of each such report shall, at the time of such
transmission to Holders, be filed by the Trustee with each stock exchange upon
which the Securities are listed, with the Commission and with the Company. The
Company will promptly notify the Trustee when the Securities are listed on any
stock exchange.

SECTION 7.4.     Reports by Company.

               The Company shall file with the Trustee and the Commission, and
transmit to Holders, such information, documents and other reports, and such
summaries thereof, as may be required pursuant to the Trust Indenture Act at
the times and in the manner provided pursuant to the Trust Indenture Act;
provided that any such information, documents or reports required to be filed
with the Commission pursuant to Section 13 or 15(d) of the Exchange Act shall
be filed with the Trustee within 15 days after the same is so required to be
filed with the Commission.


                                      -73-
<PAGE>   83

                                  ARTICLE VIII

               Consolidation, Merger, Conveyance, Transfer or Lease


SECTION 8.1.     Company or Guarantor May 
                 Consolidate, Etc. Only on
                 Certain Terms.

               (A) Neither the Company nor, except as otherwise provided by
Section 13.5, any Guarantor will, in any transaction or series of transactions,
merge or consolidate with or into, or sell, assign, convey, transfer, lease or
otherwise dispose of all or substantially all of its properties and assets as
an entirety to, any Person or Persons, and (B) the Company will not permit any
of its Restricted Subsidiaries to enter into any such transaction or series of
transactions if such transaction or series of transactions, in the aggregate,
would result in a sale, assignment, conveyance, transfer, lease or other
disposition of all or substantially all of the properties and assets of the
Company or the Company and its Restricted Subsidiaries, taken as a whole, to
any other Person or Persons, unless, in each of cases (A) and (B), at the time
and after giving effect thereto by:

               (1)  either:

                    (x) if the transaction or series of transactions is a
                    merger or consolidation, the Company, the Guarantor or such
                    Restricted Subsidiary, as the case may be, shall be the
                    surviving Person of such merger or consolidation, or

                    (y) the Person formed by such consolidation or into which
                    the Company, such Guarantor or such Restricted Subsidiary,
                    as the case may be, is merged or to which the properties
                    and assets of the Company, such Guarantor or such
                    Restricted Subsidiary, as the case may be, substantially as
                    an entirety, are transferred (any such surviving Person or
                    transferee Person being the "Surviving Entity") shall be a
                    corporation organized and existing under the laws of the
                    United States of America, any state thereof or the District
                    of Columbia and shall expressly assume by a supplemental
                    indenture executed and delivered to the Trustee, in form
                    satisfactory to the Trustee, (i) in the case of the
                    Company, all the obligations of the Company under the
                    Securities, this Indenture and the Registration Rights
                    Agreement and (ii) in the case of a Guarantor, all the
                    ob-


                                      -74-
<PAGE>   84

                    ligations of such Guarantor under its Guaranty, this
                    Indenture and the Registration Rights Agreement, and in
                    each case, this Indenture, the Securities, the Guarantees
                    and the Registration Rights Agreement shall remain in full
                    force and effect;

               (2) immediately after giving effect to such transaction or
          series of transactions on a pro forma basis (including, without
          limitation, any Indebtedness incurred or anticipated to be incurred
          in connection with or in respect of such transaction or series of
          transactions), no Default or Event of Default shall have occurred and
          be continuing; and

               (3) except in the case of any merger of the Company with any
          Wholly-Owned Restricted Subsidiary of the Company or any merger of
          Guarantors, in each case with no other Person, the Company or the
          Surviving Entity, as the case may be, after giving effect to such
          transaction or series of transactions on a pro forma basis
          (including, without limitation, any Indebtedness incurred or
          anticipated to be incurred in connection with or in respect of such
          transaction or series of transactions), could incur $1.00 of
          additional Indebtedness (other than Permitted Indebtedness) under
          Section 10.8 (assuming a market rate of interest with respect to such
          additional Indebtedness).

               In connection with any consolidation, merger, transfer, lease,
assignment or other disposition contemplated by the foregoing provisions of
this Section 8.1, the Company shall deliver, or cause to be delivered, to the
Trustee, in form and substance reasonably satisfactory to the Trustee, an
Officer's Certificate and an Opinion of Counsel, each stating that such
consolidation, merger, transfer, lease, assignment, or other disposition and
the supplemental indenture in respect thereof (required under clause (1)(y) of
this Section 8.1) comply with the requirements of this Indenture. Each such
Officer's Certificate shall set forth the manner of determination of the
ability to incur Indebtedness in accordance with clause (3) of this Section
8.1.

SECTION 8.2.  Successor Substituted.

               Except as otherwise provided by Section 13.5, upon any
consolidation or merger, or any sale, assignment, conveyance, transfer, lease
or disposition of all or substantially all of the properties and assets of the
Company or a Guarantor in accordance with Section 8.1, the successor Person
formed by such consolidation or into which the Company, such Guarantor or a
Restricted Subsidiary, as the case may be, is merged or the 


                                      -75-
<PAGE>   85
successor Person to which such sale, assignment, conveyance, transfer, lease or
disposition is made shall succeed to, and be substituted for, and may exercise
every right and power of the Company or Guarantor under the Securities, such
Guarantor's Guaranty, this Indenture and/or the Registration Rights Agreement,
as applicable, with the same effect as if such successor had been named as the
Company or Guarantor in the Securities, such Guaranty, this Indenture and/or in
the Registration Rights Agreement, as the case may be, and, except in the case
of a lease, the Company, the Guarantor or such Restricted Subsidiary, as the
case may be, shall be automatically and unconditionally released and discharged
from its obligations thereunder.

               For all purposes of this Indenture and the Securities (including
the provisions of this Article VIII and Sections 10.8, 10.9 and 10.12),
Subsidiaries of any Surviving Entity shall, upon consummation of such
transaction or series of related transactions, become Restricted Subsidiaries
unless and until designated Unrestricted Subsidiaries pursuant to and in
accordance with Section 10.18 and all Indebtedness, and all Liens on property
or assets, of the Company, any Guarantor and the Restricted Subsidiaries in
existence immediately prior to such transaction or series of related
transactions will be deemed to have been incurred upon consummation of such
transaction or series of related transactions.

                                   ARTICLE IX

                  Amendments; Waivers; Supplemental Indentures


SECTION 9.1.     Amendments, Waivers and 
                 Supplemental Indentures
                 Without Consent of Holders.

               Without the consent of any Holders, the Company and each
Guarantor, when authorized by Board Resolutions, and the Trustee, at any time
and from time to time, may together amend, waive or supplement this Indenture,
for any of the following purposes:

               (i) to evidence the succession of another Person to the Company
          or a Guarantor and the assumption by any such successor of the
          covenants of the Company or such Guarantor herein and in the
          Securities or such Guarantor's Guaranty and to evidence the
          assumption of obligations under this Indenture and a Guaranty
          pursuant to Section 10.17; or


                                      -76-
<PAGE>   86

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

               (iii) to secure the Securities pursuant to the requirements of
          Section 10.12 or otherwise; or

               (iv) to comply with any requirements of the Commission in order
          to effect or maintain the qualification of this Indenture under the
          Trust Indenture Act; or

               (v) to cure any ambiguity, to correct or supplement any
          provision herein which may be defective or inconsistent with any
          other provision herein, or to make any other provisions with respect
          to matters or questions arising under this Indenture which shall not
          be inconsistent with the provisions of this Indenture,

provided that (a) such amendment, waiver or supplement does not adversely
affect the rights of any Holder of Securities and (b) the Company shall have
delivered to the Trustee an Opinion of Counsel stating that such action
pursuant to clauses (i), (ii), (iii), (iv) or (v) above is permitted by this
Indenture. The Trustee shall not be obligated to enter into any such amendment
or supplemental indenture that adversely affects its own rights, duties or
immunities under this Indenture or otherwise.

SECTION 9.2.     Modifications, Amendments and 
                 Supplemental Indentures with
                 Consent of Holders. 

               With the consent of the Holders of not less than a majority in
principal amount of the Outstanding Securities, by Act of said Holders
delivered to the Company and the Trustee, the Company and the Guarantors, when
authorized by Board Resolutions, and the Trustee may together modify, amend or
supplement this Indenture for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Indenture
or of modifying in any manner the rights of the Holders under this Indenture;
provided, however, that no such modification, amendment or supplemental
indenture shall, without the consent of the Holder of each Outstanding Security
affected thereby,

               (i) reduce the principal amount of, change the fixed maturity of
          or alter the redemption provisions of, the Securities,

               (ii) change the currency in which any Securities or any premium
          or the interest thereon is payable,


                                      -77-
<PAGE>   87

               (iii) reduce the percentage in principal amount of Outstanding
          Securities that must consent to an amendment, supplement or waiver or
          consent to take any action under the Indenture or the Securities or
          any Guaranty,

               (iv) impair the right to institute suit for the enforcement of
          any payment on or with respect to the Securities or any Guaranty,

               (v) waive a default in payment with respect to the Securities or
          any Guaranty,

               (vi) amend, change or modify the obligation of the Company to
          make and consummate a Change of Control Offer after the occurrence of
          a Change of Control or make and consummate an Asset Sale Offer with
          respect to any Asset Sale that has been consummated or modify any of
          the provisions or definitions with respect thereto,

               (vii) reduce or change the rate or time for payment of interest
          on the Securities, or

               (viii) modify or change any provision of this Indenture
          affecting the subordination or ranking of the Security or any
          Guarantee in a manner which adversely affects the holders of
          Securities.

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

               The Trustee shall join with the Company and each Guarantor in
the execution of such amended or supplemental indenture unless such amended or
supplemental indenture affects the Trustee's own rights, duties or immunities
under this Indenture or otherwise, in which case the Trustee may in its
discretion but shall not be obligated to enter into such amendment or
supplemental indenture.

               In addition, no modification, amendment or supplement to the
provisions of Article XIV which is adverse to the interests of the lenders
under the Credit Facility shall be made without the consent of the
representative of such lenders.

SECTION 9.3.     Execution of Supplemental 
                 Indentures.

               In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby
of the trusts created by this In-


                                      -78-
<PAGE>   88
denture, the Trustee shall be entitled to receive, and (subject to Section 6.1)
shall be fully protected in relying upon, an Opinion of Counsel stating that
the execution of such supplemental indenture is authorized or permitted by this
Indenture. The Trustee may, but shall not be obligated to, enter into any such
supplemental indenture which affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise; provided that the Trustee shall
enter into and execute all other supplemental indentures which satisfy all
applicable conditions under this Article IX.

SECTION 9.4.     Effect of Supplemental 
                 Indentures.

               Upon the execution of any supplemental indenture under this
Article, this Indenture shall be modified in accordance therewith, and such
supplemental indenture shall form a part of this Indenture for all purposes;
and every Holder of Securities theretofore or thereafter authenticated and
delivered hereunder shall be bound thereby.

SECTION 9.5.     Conformity with Trust 
                 Indenture Act. 

               Every supplemental indenture executed pursuant to this Article
shall conform to the requirements of the Trust Indenture Act as then in effect.

SECTION 9.6.     Reference in Securities to 
                 Supplemental Indentures.        

               Securities authenticated and delivered after the execution of
any supplemental indenture pursuant to this Article may, and shall if required
by the Trustee, bear a notation in form approved by the Trustee as to any
matter provided for in such supplemental indenture, provided that any failure
by the Trustee to make such notation shall not affect the validity of the
matter provided for in such supplemental indenture or any Security or Guarantee
hereunder. If the Company shall so determine, new Securities or Guarantees so
modified as to conform, in the opinion of the Trustee, the Guarantors and the
Company, to any such supplemental indenture may be prepared and executed by the
Company or Guarantor and authenticated and delivered by the Trustee in exchange
for Outstanding Securities.

SECTION 9.7.     Waiver of Certain Covenants.

               The Company may omit in any particular instance to comply with
any covenant or condition set forth in Section 8.1, provided pursuant to
Section 9.1(2) and set forth in Sections 10.4 to 10.12 and 10.15 to 10.18,
inclusive, if before the time 


                                      -79-
<PAGE>   89
for such compliance the Holders of at least a majority in principal amount of
the Outstanding Securities shall, by Act of such Holders, either waive such
compliance in such instance or generally waive compliance with such covenant or
condition, but no such waiver shall extend to or affect such covenant or
condition except to the extent so expressly waived, and, until such waiver
shall become effective, the obligations of the Company and the duties of the
Trustee in respect of any such covenant or condition shall remain in full force
and effect; provided, however, with respect to an Offer as to which an Offer to
Purchase has been mailed, no such waiver may be made or shall be effective
against any Holder tendering Securities pursuant to such Offer, and the Company
may not omit to comply with the terms of such Offer as to such Holder.

SECTION 9.8.     No Liability for Certain Persons.

               No present or future incorporator, director, officer, employee,
or stockholder of the Company, nor any present or future incorporator,
director, officer or employees of any Guarantor, as such, shall have any
liability directly or indirectly for any obligations of the Company or any
Guarantor under the Securities, the Guarantees or this Indenture based on or by
reason of such obligations or their creation whether by virtue of any
constitution, statute, rule or law, or by the enforcement of any assessment or
penalty or otherwise, it being expressly agreed and understood that this
Indenture, the Securities, Guarantees and obligations are solely corporate
obligations. Each Holder by accepting a Security waives and releases all such
liability. The foregoing waiver and release is an integral part of the
consideration for the issuance of the Securities and the Guarantees.

                                   ARTICLE X

                                   Covenants


SECTION 10.1.    Payment of Principal, Premium 
                 and Interest.

               The Company shall duly and punctually pay the principal of (and
premium, if any) and interest on the Securities in accordance with the terms of
the Securities and this Indenture.

SECTION 10.2.     Maintenance of Office or Agency.

               The Company shall maintain in the Borough of Manhattan, The City
of New York, an office or agency where Securities may be presented or
surrendered for payment, where Securities 


                                      -80-
<PAGE>   90

may be surrendered for registration of transfer or exchange and where notices
and demands to or upon the Company or any Guarantor in respect of the
Securities, the Guarantees and this Indenture may be served. The Company shall
give prompt written notice to the Trustee of the location, and any change in
the location, of such office or agency. If at any time the Company shall fail
to maintain any such required office or agency or shall fail to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the Corporate Trust Office of the Trustee, and
the Company hereby appoints the Trustee as its agent to receive all such
presentations, surrenders, notices and demands. In the event any such notice or
demands are so made or served on the Trustee, the Trustee shall promptly
forward copies thereof to the Company.

               The Company may also from time to time designate one or more
other offices or agencies (in or outside the Borough of Manhattan, The City of
New York) where the Securities may be presented or surrendered for any or all
such purposes and may from time to time rescind such designations; provided,
however, that no such designation or rescission shall in any manner relieve the
Company of its obligation to maintain an office or agency in the Borough of
Manhattan, The City of New York, for such purposes. The Company 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.

SECTION 10.3.    Money for Security Payments to be Held in Trust.   

               If the Company shall at any time act as its own Paying Agent, it
will, on or before each due date of the principal of (and premium, if any) or
interest on any of the Securities, segregate and hold in trust for the benefit
of the Persons entitled thereto a sum sufficient to pay the principal (and
premium, if any) or interest so becoming due until such sums shall be paid to
such Persons or otherwise disposed of as herein provided and will promptly
notify the Trustee of its action or failure so to act.

               Whenever the Company shall have one or more Paying Agents, the
Company will, prior to 11:00 a.m. New York City time on each due date of the
principal of (and premium, if any) or interest on any Securities, deposit with
a Paying Agent a sum sufficient to pay the principal (and premium, if any) or
interest so becoming due, such sum to be held as provided by the Trust
Indenture Act, and (unless such Paying Agent is the Trustee) the Company will
promptly notify the Trustee of its action or failure so to act.


                                      -81-
<PAGE>   91

               The Company shall cause each Paying Agent other than the Trustee
to execute and deliver to the Trustee an instrument in which such Paying Agent
shall agree with the Trustee, subject to the provisions of this Section, that
such Paying Agent will: (i) comply with the provisions of the Trust Indenture
Act applicable to it as Paying Agent and (ii) during the continuance of any
default by the Company (or any other obligor upon the Securities) in the making
of any payment in respect of the Securities, upon the written request of the
Trustee, forthwith pay to the Trustee all sums held in trust by such Paying
Agent as such.

               The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held
in trust by such Paying Agent, such sums to be held by the Trustee upon the
same trusts as those upon which such sums were held by such Paying Agent; and,
upon such payment by any Paying Agent (other than the Company) to the Trustee,
such Paying Agent shall be released from all further liability with respect to
such money.

               Any money deposited with the Trustee or any Paying Agent, or
then held by the Company, in trust for the payment of the principal of (and
premium, if any) or interest on any Security 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 Company on Company Request, or (if then held by
the Company) shall be discharged from such trust; and the Holder of such
Security shall thereafter, as an unsecured general creditor, look only to the
Company for payment thereof, and all liability of the Trustee or such Paying
Agent with respect to such trust money, and all liability of the Company as
trustee thereof, 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 Company cause to be published once, in a newspaper published in
the English language, customarily published on each Business Day and of general
circulation in The City of New York, notice that such money remains unclaimed
and that, after a date specified therein, which shall not be less than 30 days
from the date of such publication, any unclaimed balance of such money then
remaining will be repaid to the Company.

SECTION 10.4.    Existence; Activities.

               Subject to Article VIII, the Company shall do or cause to be
done all things necessary to preserve and keep in full force and effect its
existence, rights (charter and statutory) and material franchises; provided,
however, that the Company shall not be required to preserve any such right or
fran-


                                      -82-
<PAGE>   92
chise if the Board of Directors of the Company in good faith shall determine
that the preservation thereof is no longer desirable in the conduct of the
business of the Company and that the loss thereof is not disadvantageous in any
material respect to the Holders.

SECTION 10.5.    Maintenance of Properties.

               The Company shall cause all material properties used in the
conduct of its business or the business of any Restricted Subsidiary to be
maintained and kept in good condition, repair and working order (regular wear
and tear excepted), all as in the judgment of the Company may be necessary so
that the business carried on in connection therewith may be properly and
advantageously conducted at all times; provided, however, that nothing in this
Section shall prevent the Company from disposing of any asset (subject to
compliance with Section 10.14) or from discontinuing the operation or
maintenance of any of such material properties if such discontinuance is, as
determined by the Company in good faith, desirable in the conduct of its
business or the business of any Restricted Subsidiary and not disadvantageous
in any material respect to the Holders.

SECTION 10.6.    Payment of Taxes and Other 
                 Claims.            

               The Company shall pay or discharge or cause to be paid or
discharged, before the same shall become delinquent, (1) all taxes, assessments
and governmental charges levied or imposed upon the Company or any of its
Restricted Subsidiaries or upon the income, profits or property of the Company
or any of its Restricted Subsidiaries, and (2) all lawful material claims for
labor, materials and supplies which, if unpaid, might by law become a lien upon
property of the Company or any of its Restricted Subsidiaries; provided,
however, that the Company shall not be required to pay or discharge or cause to
be paid or discharged any such tax, assessment, charge or claim whose amount,
applicability or validity is being contested in good faith by appropriate
proceedings.

SECTION 10.7.    Maintenance of Insurance.

               The Company shall, and shall cause its Restricted Subsidiaries
to, keep at all times all of their material properties which are of an
insurable nature insured against loss or damage with insurers believed by the
Company to be responsible to the extent that property of similar character is
usually so insured by corporations similarly situated and owning like
properties in accordance with good business practice. The Company shall, and
shall cause its Restricted Subsidiaries to, use 


                                      -83-
<PAGE>   93
the proceeds from any such insurance policy to repair, replace or otherwise
restore all material properties to which such proceeds relate, provided,
however, that the Company shall not be required to repair, replace or otherwise
restore any such material property if the Company in good faith determines that
such inaction is desirable in the conduct of the business of the Company or any
Restricted Subsidiary and not disadvantageous in any material respect to the
Holders.

SECTION 10.8.    Limitation on Indebtedness.

               The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, directly or indirectly, create, incur, issue,
assume, guarantee or in any manner become directly or indirectly liable,
contingently or otherwise (in each case, to "incur"), for the payment of any
Indebtedness (including any Acquired Indebtedness) other than Permitted
Indebtedness; provided, however, that (i) the Company and any Guarantor will be
permitted to incur Indebtedness (including Acquired Indebtedness), and (ii) a
Restricted Subsidiary will be permitted to incur Acquired Indebtedness, if in
each case, after giving pro forma effect to (1) the incurrence of such
Indebtedness and (if applicable) the application of the net proceeds therefrom,
including to refinance other Indebtedness, as if such Indebtedness were
incurred at the beginning of the four full fiscal quarters immediately
preceding such incurrence, taken as one period; (2) the incurrence, repayment
or retirement of any other Indebtedness or any obligations giving rise to
Consolidated Rental Payments by the Company and its Restricted Subsidiaries
since the first day of such four-quarter period as if such Indebtedness or
obligations were incurred, repaid or retired at the beginning of such
four-quarter period (except that, in making such computation, the amount of
Indebtedness under any revolving credit facility shall be computed based upon
the average daily balance of such Indebtedness during such four-quarter
period); and (3) any Asset Sale or Asset Acquisition occurring since the first
day of such four-quarter period (including to the date of calculation) as if
such acquisition or disposition occurred at the beginning of such four-quarter
period, the Consolidated Fixed Charge Coverage Ratio of the Company is at least
2:1.

SECTION 10.9.    Limitation on Restricted Payments.

               The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, directly or indirectly:

               (a) declare or pay any dividend or make any other distribution
          or payment on or in respect of Capital Stock of the Company or any of
          its Restricted Subsidiaries or make any payment to the direct or
          indirect holders (in 


                                      -84-
<PAGE>   94

          their capacities as such) of Capital Stock of the Company or any of
          its Restricted Subsidiaries (other than dividends or distributions
          payable solely in Capital Stock of the Company (other than Redeemable
          Capital Stock) or in options, warrants or other rights to purchase
          Capital Stock of the Company (other than Redeemable Capital Stock))
          (other than the declaration or payment of dividends or other
          distributions to the extent declared or paid to the Company or any
          Restricted Subsidiary);

               (b) purchase, redeem, or otherwise acquire or retire for value
          any Capital Stock of the Company or any of its Restricted
          Subsidiaries or any options, warrants, or other rights to purchase
          any such Capital Stock (other than any securities owned by the
          Company or a Restricted Subsidiary);

               (c) make any principal payment on, or purchase, defease,
          repurchase, redeem or otherwise acquire or retire for value, prior to
          any scheduled maturity, scheduled repayment, scheduled sinking fund
          payment or other Stated Maturity, any Subordinated Indebtedness
          outstanding on the Issue Date (other than any such Subordinated
          Indebtedness owed by the Company or a Restricted Subsidiary); or

               (d) make any Investment (other than any Permitted Investment) in
          any Person,

          (such payments or Investments described in the preceding clauses (a),
          (b), (c) and (d) are collectively referred to as "Restricted
          Payments"), unless, after giving effect to the proposed Restricted
          Payment (the amount of any such Restricted Payment, if other than
          cash, shall be the Fair Market Value of the asset(s) proposed to be
          transferred by the Company or such Restricted Subsidiary, as the case
          may be, pursuant to such Restricted Payment), (A) no Default or Event
          of Default shall have occurred and be continuing, (B) immediately
          after giving effect to such Restricted Payment, the Company would be
          able to incur $1.00 of additional Indebtedness (other than Permitted
          Indebtedness) and (C) the aggregate amount of all Restricted Payments
          declared or made from and after the Issue Date would not exceed the
          sum of:

               (1) 50% of the aggregate Consolidated Net Income of the Company
          accrued on a cumulative basis during the period beginning on the Issue
          Date and ending on the last day of the fiscal quarter of the Company
          ending immediately prior to the date of such proposed Restricted
          Payment (or, if such aggregate cumulative Consolidated Net 


                                      -85-
<PAGE>   95

          Income of the Company for such period shall be a loss, minus 100%
          of such loss);

               (2) the aggregate net cash proceeds received by the Company as
          capital contributions to the Company after the Issue Date and which
          constitute shareholders' equity of the Company in accordance with
          GAAP;

               (3) the aggregate net cash proceeds received by the Company from
          the issuance or sale of Capital Stock (excluding Redeemable Capital
          Stock) of the Company to any Person (other than to a Subsidiary of the
          Company) after the Issue Date;

               (4) the aggregate net cash proceeds received by the Company from
          any Person (other than a Subsidiary of the Company) upon the exercise
          of any options, warrants or rights to purchase shares of Capital Stock
          (other than Redeemable Capital Stock) of the Company after the Issue
          Date;

               (5) the aggregate net cash proceeds received after the Issue Date
          by the Company from any Person (other than a Subsidiary of the
          Company) for debt securities that have been converted into or
          exchanged for Capital Stock of the Company (other than Redeemable
          Capital Stock) (to the extent such debt securities were originally
          sold for cash) plus the aggregate amount of cash received by the
          Company (other than from a Subsidiary of the Company) in connection
          with such conversion or exchange;

               (6) in the case of the disposition or repayment of any Investment
          constituting a Restricted Payment after the Issue Date, an amount
          equal to the lesser of the return of capital with respect to such
          Investment and the initial amount of such Investment, in either case,
          less the cost of the disposition of such Investment; and

               (7) so long as the Designation (as defined in Section 10.18)
          thereof was treated as a Restricted Payment made after the Issue Date,
          with respect to any Unrestricted Subsidiary that has been redesignated
          as a Restricted Subsidiary after the Issue Date in accordance with
          Section 10.18 below, the Fair Market Value of the Company's interest
          in such Subsidiary (at the time of such redesignation); provided that
          such amount shall not in any case exceed the Designation Amount (as
          defined in Section 10.18) with respect to such Restricted Subsidiary
          upon its Designation,

          minus:


                                      -86-
<PAGE>   96

          the Designation Amount (measured as of the date of Designation) with
          respect to any Restricted Subsidiary of the Company which has been
          designated as an Unrestricted Subsidiary after the Issue Date in
          accordance with Section 10.18 below.

               For purposes of the preceding clause (C)(4), the value of the
aggregate net proceeds received by the Company upon the issuance of Capital
Stock upon the exercise of options, warrants or rights will be the net cash
proceeds received upon the issuance of such options, warrants or rights plus the
incremental amount received by the Company upon the exercise thereof.

               None of the foregoing provisions shall prohibit, so long, in the
case of clauses (ii), (iii), (vi) and (vii) below, as there is no Default or
Event of Default continuing, (i) the payment of any dividend or distribution
within 60 days after the date of its declaration, if at the date of declaration
such payment would be permitted by the first paragraph of this covenant; (ii)
the redemption, repurchase or other acquisition or retirement of any shares of
any class of Capital Stock of the Company in exchange for, or out of the net
cash proceeds of, a substantially concurrent issue and sale of other shares of
Capital Stock of the Company (other than Redeemable Capital Stock) to any Person
(other than to a Subsidiary of the Company); provided, however, that such net
cash proceeds are excluded from clause (C) of the first paragraph of this
covenant; (iii) any redemption, repurchase or other acquisition or retirement of
Subordinated Indebtedness in exchange for, or out of the net cash proceeds of, a
substantially concurrent issue and sale of (1) Capital Stock (other than
Redeemable Capital Stock) of the Company to any Person (other than to a
Subsidiary of the Company); provided, however, that any such net cash proceeds
are excluded from clause (C) of the first paragraph of this covenant; or (2)
Indebtedness of the Company so long as such Indebtedness is Subordinated
Indebtedness which (w) has no scheduled principal payment prior to the 91st day
after the Maturity Date, (x) has an Average Life to Stated Maturity greater than
the remaining Average Life to Stated Maturity of the Securities and (y) is
subordinated to the Securities in the same manner and to the same extent as the
Subordinated Indebtedness so purchased, exchanged, redeemed, acquired or
retired; (iv) Investments constituting Restricted Payments made as a result of
the receipt of non-cash consideration from any Asset Sale or other sale of
assets or property made pursuant to and in compliance with this Indenture; (v)
payments to purchase Capital Stock of the Company from management or employees
of the Company or any of its Subsidiaries, or their authorized representatives,
upon the death, disability or termination of employment of such employees, in
aggregate amounts under this 


                                      -87-
<PAGE>   97
clause (v) not to exceed $1,000,000 in any fiscal year of the Company; (vi) the
payment of any dividend or distribution by a Restricted Subsidiary to the
holders of its Capital Stock on a pro rata basis and (vii) payments to purchase
Capital Stock of the Company, in the aggregate amount under this clause (vii)
not to exceed $5,000,000 from the Issue Date. Any payments made pursuant to
clauses (i) or (v) of this paragraph shall be taken into account in calculating
the amount of Restricted Payments made from and after the Issue Date.

SECTION 10.10.    Limitation on Issuance of 
                  Preferred Stock of Restricted
                  Subsidiaries. 

               The Company shall not permit any Restricted Subsidiary to issue
any Preferred Stock other than Preferred Stock issued to the Company or a
Wholly-Owned Restricted Subsidiary. The Company shall not sell, transfer or
otherwise dispose of Preferred Stock issued by a Restricted Subsidiary of the
Company or permit a Restricted Subsidiary to sell, transfer or otherwise dispose
of Preferred Stock issued by a Restricted Subsidiary, other than to the Company
or a Wholly-Owned Restricted Subsidiary. Notwithstanding the foregoing, nothing
in this covenant shall prohibit Preferred Stock (other than Redeemable Capital
Stock) issued by a Person prior to the time (A) such Person becomes a Restricted
Subsidiary of the Company, (B) such Person merges with or into a Restricted
Subsidiary of the Company or (C) a Restricted Subsidiary of the Company merges
with or into such Person; provided, that such Preferred Stock was not issued or
incurred by such Person in anticipation of a transaction contemplated by
subclause (A), (B), or (C) above.

SECTION 10.11.    Limitation on Transactions with Affiliates.           

               The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, enter into any transaction or series of
related transactions (including, without limitation, the sale, transfer,
disposition, purchase, exchange or lease of assets, property or services) with,
or for the benefit of, any of its Affiliates (other than Restricted
Subsidiaries), except (a) on terms that are no less favorable to the Company or
such Restricted Subsidiary, as the case may be, than those which could have been
obtained at the time in a comparable transaction or series of related
transactions from Persons who are not Affiliates of the Company, (b) with
respect to a transaction or series of related transactions involving aggregate
payments or value equal to or greater than $2,000,000 the Company shall have
delivered an Officer's Certificate to the Trustee certifying that such
trans-


                                      -88-
<PAGE>   98
action or transactions comply with the preceding clause (a), and (c) with
respect to a transaction or series of related transactions involving aggregate
payments or value equal to or greater than $5,000,000, such transaction or
transactions shall have been approved by a majority of the disinterested members
of the Board of Directors of the Company.

               Notwithstanding the foregoing, the restrictions set forth in this
covenant shall not apply to (i) transactions with or among the Company and the
Restricted Subsidiaries, (ii) customary directors' fees, indemnification and
similar arrangements, consulting fees, employee salaries, bonuses or employment
agreements, compensation or employee benefit arrangements and incentive
arrangements with any officer, director or employee of the Company or any
Restricted Subsidiary entered into in the ordinary course of business, (iii) any
dividends made in compliance with Section 10.9, (iv) loans and advances to
officers, directors and employees of the Company or any Restricted Subsidiary
made in the ordinary course of business, (v) the incurrence of intercompany
Indebtedness which constitutes Permitted Indebtedness and (vi) transactions
pursuant to agreements in effect on the Issue Date.

SECTION 10.12.   Limitation on Liens.

               The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, create, incur, assume or suffer to exist any Liens of any kind
securing Indebtedness upon any of its property or assets, or any proceeds
therefrom, unless the Securities are equally and ratably secured (except that
Liens securing Subordinated Indebtedness shall be expressly subordinate to Liens
securing the Securities to the same extent such Subordinated Indebtedness is
subordinate to the Securities), except for (a) Liens securing Senior
Indebtedness and Guarantor Senior Indebtedness; (b) Liens securing the
Securities; (c) Liens securing Indebtedness which is incurred to refinance
Indebtedness which has been secured by a Lien (other than a Lien in favor of the
Company or a Restricted Subsidiary) permitted under the Indenture and which has
been incurred in accordance with the provisions of this Indenture; provided,
however, that such Liens do not extend to or cover any property or assets of the
Company or any its Restricted Subsidiaries not securing the Indebtedness so
refinanced; and (d) Permitted Liens.

SECTION 10.13.   Change of Control.

               On or before the 30th day after the date of the occurrence of a
Change of Control (the "Change of Control Date"), the Company shall make an
Offer to Purchase (a "Change of Control Offer") on a Business Day not more than
60 nor less than 


                                      -89-
<PAGE>   99
30 days following the occurrence of the Change of Control, (the "Change of
Control Purchase Date") all of the then Outstanding Securities tendered at a
purchase price (the "Change of Control Purchase Price") equal to 101% of the
principal amount thereof plus accrued and unpaid interest, if any, thereon to
the Change of Control Purchase Date. The Company shall be required to purchase
all Securities tendered into the Change of Control Offer and not withdrawn.

               On the Change of Control Purchase Date, the Company shall (i)
accept for payment Securities or portions thereof (not less than $1,000
principal amount and integral multiples thereof) tendered pursuant to the Change
of Control Offer, (ii) deposit with the Paying Agent money, in immediately
available funds, sufficient to pay the purchase price of all Securities or
portions thereof so tendered and accepted and (iii) deliver to the Trustee the
Securities so accepted together with an Officer's Certificate setting forth the
Securities or portions thereof tendered to and accepted for payment by the
Company. The Paying Agent shall promptly mail or deliver to the Holders of
Securities so accepted payment in an amount equal to the purchase price, and the
Trustee shall promptly authenticate and make available for delivery to such
Holders a new Security of like tenor equal in principal amount to any
unpurchased portion of the Security surrendered. Any Securities not so accepted
shall be promptly mailed or delivered by the Company to the Holder thereof. The
Company shall publicly announce the results of the Change of Control Offer not
later than the third Business Day following the Change of Control Purchase Date.

               The Company shall not be required to make a Change of Control
offer upon a Change of Control if a third party makes the Change of Control
Offer in the manner, at the times and otherwise in compliance with the
requirements applicable to a Change of Control Offer made by the Company and
purchases all Securities validly tendered and not withdrawn under such Change of
Control Offer.

               The Company shall comply with Rule 14e-1 under the Exchange Act
and any other securities laws and regulations thereunder, to the extent such
laws or regulations are applicable, in the event that a Change of Control occurs
and the Company is required to purchase Securities as described above.

SECTION 10.14.   Disposition of Proceeds of 
                 Asset Sales.       

               The Company will not, and will not permit any of its Restricted
Subsidiaries to, make any Asset Sale unless (a) the Company or such Restricted
Subsidiary, as the case may be, receives consideration at the time of such Asset
Sale at least 


                                      -90-
<PAGE>   100
equal to the Fair Market Value of the shares or assets sold or otherwise
disposed of and (b) at least 75% of such consideration consists of cash or Cash
Equivalents or Replacement Assets; provided, however, that (i) the amount of any
Indebtedness (as shown on the most recent balance sheet of the Company or such
Restricted Subsidiary) of the Company or such Restricted Subsidiary that is
assumed by the transferee of such assets and (ii) any securities, notes or other
obligations received by the Company or such Restricted Subsidiary from such
transferee that are converted within 30 days into cash or Cash Equivalents (to
the extent of the cash or Cash Equivalents received) shall be deemed to be cash
for the purposes of this provision; and provided, further, that the 75%
limitation referred to in clause (b) shall not apply to any Asset Sale in which
the cash or Cash Equivalent portion of the consideration received therefrom
determined in accordance with the foregoing provision is equal to or greater
than what the after tax proceeds would have been had such Asset Sale complied
with the aforementioned 75% limitation. To the extent that the Net Cash
Proceeds, or portions thereof, of any Asset Sale are not required to be applied
to repay, and permanently reduce the commitments under Senior Indebtedness,
Guarantor Senior Indebtedness or Indebtedness of a Foreign Restricted Subsidiary
which is not a Guarantor, the Company or such Restricted Subsidiary, as the case
may be, may apply the Net Cash Proceeds, or portions thereof, from such Asset
Sale, within 360 days of such Asset Sale, to an investment in properties and
assets that replace the properties and assets that were the subject of such
Asset Sale or in properties and assets that (as determined in good faith by the
Board of Directors of the Company or the Restricted Subsidiary, as the case may
be) are used or useful in the business of the Company and its Restricted
Subsidiaries conducted at such time or in businesses reasonably related thereto
or in Capital Stock of a Person, the principal portion of whose assets consist
of such property or assets ("Replacement Assets"). Any Net Cash Proceeds or
portion thereof from any Asset Sale that are neither used to repay, and
permanently reduce the commitments under, Senior Indebtedness, Guarantor Senior
Indebtedness or Indebtedness of a Foreign Restricted Subsidiary which is not a
Guarantor, nor invested in Replacement Assets within such 360-day period
constitute "Excess Proceeds" subject to disposition as provided below.

               When the aggregate amount of Excess Proceeds equals or exceeds
$10,000,000, the Company shall make an offer to purchase (an "Asset Sale
Offer"), from all holders of the Securities, an aggregate principal amount of
Securities equal to such Excess Proceeds, at a price in cash equal to 100% of
the outstanding principal amount thereof plus accrued and unpaid interest, if
any, thereon to the Purchase Date (the "Asset Sale Offer Price"). To the extent
that the aggregate principal 


                                      -91-
<PAGE>   101
amount of Securities tendered pursuant to an Asset Sale Offer is less than the
Excess Proceeds, the Company may use such deficiency for general corporate
purposes. The Securities shall be purchased by the Company, at the option of the
Holder thereof, in whole or in part in integral multiples of $1,000, on a date
that is not earlier than 30 days and not later than 60 days from the date the
notice is given to Holders, or such later date as may be necessary for the
Company to comply with the requirements under the Exchange Act. If Securities
purchasable at an aggregate Purchase Price in excess of the Purchase Amount are
tendered and not withdrawn pursuant to the Asset Sale Offer to Purchase, the
Company shall purchase Securities on a pro rata basis, based on the Purchase
Price therefor, or such other method as the Trustee shall deem fair and
appropriate (subject in each case to applicable rules of the Depository and any
securities exchange upon which the Securities may then be listed), with such
adjustments as may be deemed appropriate so that only Securities in
denominations of $1,000 principal face amount or integral multiples thereof
shall be purchased. Upon completion of such Asset Sale Offer, the amount of
Excess Proceeds shall be reset to zero.

               On the Asset Sale Offer Purchase Date, the Company shall (i)
accept for payment (subject to proration as described in the Offer to Purchase)
Securities or portions thereof tendered pursuant to the Asset Sale Offer, (ii)
deposit with the Paying Agent money, in immediately available funds, sufficient
to pay the purchase price of all Securities or portions thereof so tendered and
accepted and (iii) deliver to the Trustee the Securities so accepted together
with an Officer's Certificate setting forth the Securities or portions thereof
tendered to and accepted for payment by the Company. The Paying Agent shall
promptly mail or deliver to the Holders of Securities so accepted payment in an
amount equal to the purchase price, and the Trustee shall promptly authenticate
and make available for delivery to such Holders a new Security of like tenor
equal in principal amount to any unpurchased portion of the Security
surrendered. Any Securities not so accepted shall be promptly mailed or
delivered by the Company to the Holder thereof. The Company shall publicly
announce the results of the Asset Sale Offer not later than the third Business
Day following the Asset Sale Offer Purchase Date.

               Whenever the aggregate amount of Excess Proceeds received by the
Company and its Restricted Subsidiaries exceeds $10,000,000, such Excess
Proceeds shall, prior to the purchase of Securities, be set aside by the Company
or such Restricted Subsidiary, as the case may be, in a separate account pending
(i) deposit with the Paying Agent of the amount required to purchase the
Securities tendered in an Asset Sale Offer or (ii) delivery by the Company of
the Asset Sale Offer Price to 


                                      -92-
<PAGE>   102
the Holders of the Securities validly tendered and not withdrawn pursuant to an
Asset Sale Offer. Such Excess Proceeds may be invested in Cash Equivalents, as
directed by the Company, having a maturity date which is not later than the
earliest possible date for purchase of Securities pursuant to the Asset Sale
Offer. The Company will be entitled to any interest or dividends accrued, earned
or paid on such Cash Equivalents.

               The Company shall comply with Rule 14e-1 under the Exchange Act
and any other securities laws and regulations thereunder, to the extent such
laws and regulations are applicable, in the event that an Asset Sale occurs and
the Company is required to purchase Securities as described above.

SECTION 10.15.    Limitation on Dividends and Other 
                  Payment Restrictions Affecting 
                  Restricted Subsidiaries.                        

               The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to
exist or become effective any consensual encumbrance or restriction on the
ability of any Restricted Subsidiary of the Company to (a) pay dividends, in
cash or otherwise, or make any other distributions on or in respect of its
Capital Stock or any other interest or participation in, or measured by, its
profits, (b) pay any Indebtedness owed to the Company or any other Restricted
Subsidiary of the Company, (c) make loans or advances to the Company or any
other Restricted Subsidiary of the Company, (d) transfer any of its properties
or assets to the Company or any other Restricted Subsidiary of the Company or
(e) guarantee any Indebtedness of the Company or any other Restricted Subsidiary
of the Company, except for such encumbrances or restrictions existing under or
by reason of (i) applicable law or any applicable rule, regulation or order,
(ii) customary non-assignment provisions of any contract or any lease governing
a leasehold interest of the Company or any Restricted Subsidiary of the Company,
(iii) customary restrictions on transfers of property subject to a Lien
permitted under this Indenture, (iv) the New Credit Agreement as in effect on
the Issue Date, (v) any agreement or other instrument of a Person acquired by
the Company or any Restricted Subsidiary of the Company in existence at the time
of such acquisition (but not created in contemplation thereof), 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, (vi) an agreement entered into for the sale or disposition
of Capital Stock or assets of a Restricted Subsidiary or an agreement entered
into for the sale of specified assets (in either case, so long as such
encumbrance or restriction, by its terms, terminates on the earlier of the
termination of such agreement or 


                                      -93-
<PAGE>   103
the consummation of such agreement and so long as such restriction applies only
to the Capital Stock or assets to be sold), (vii) any agreement in effect on the
Issue Date, (viii) this Indenture and the Guarantees, and (ix) any agreement
that amends, extends, refinances, renews or replaces any agreement described in
the foregoing clauses; provided that the terms and conditions of any such
agreement are not materially less favorable to the Holders of the Securities
with respect to such dividend and payment restrictions than those under or
pursuant to the agreement amended, extended, refinanced, renewed or replaced.

SECTION 10.16.    Limitation on Issuance of 
                  Subordinated 
                  Indebtedness.                               

               The Company shall not, and shall not permit any Guarantor to,
directly or indirectly, incur any Indebtedness (including Acquired Indebtedness)
that is subordinate in right of payment to any Indebtedness of the Company or
such Guarantor and senior in right of payment to the Securities or the Guarantee
of such Guarantor, as the case may be; provided, however, that the Company and
the Guarantors may incur such Acquired Indebtedness in an aggregate amount no to
exceed $25,000,000 at any one time outstanding.

SECTION 10.17.    Additional Subsidiary Guarantees.

               If the Company or any of its Restricted Subsidiaries acquires,
creates or designates another Restricted Subsidiary organized under the laws of
the United States, or any possession or territory thereof, any state of the
United States or the District of Columbia, then such newly acquired, created or
designated Restricted Subsidiary shall, within 30 days after the date of its
acquisition, creation or designation, whichever is later, (i) execute and
deliver to the Trustee a supplemental indenture in form reasonably satisfactory
to the Trustee pursuant to which such Subsidiary shall unconditionally guarantee
all of the Company's obligations under the Securities and this Indenture on the
terms set forth in this Indenture and (ii) deliver to the Trustee an opinion of
counsel that such supplemental indenture has been duly authorized, executed and
delivered by such Subsidiary and constitutes a legal, valid, binding and
enforceable obligation of such Subsidiary, subject to normal exceptions,
provided that if such Subsidiary (a) is not incorporated or organized in the
State of New York or the State of Delaware and (b) is not a Significant
Subsidiary of the Company, such opinion of counsel may assume due authorization,
execution and delivery of such supplemental indenture. Thereafter, such
Subsidiary shall be a Guarantor for all purposes of this Indenture. The Company
at its option may also cause any 


                                      -94-
<PAGE>   104

other Restricted Subsidiary of the Company to so become a Guarantor.

SECTION 10.18.    Limitation on Designations of 
                  Unrestricted Subsidiaries. 

               (a) The Company may designate after the Issue Date any Restricted
Subsidiary as an "Unrestricted Subsidiary" under this Indenture (a
"Designation") only if:

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

               (ii) the Company would be permitted to make an Investment (other
          than a Permitted Investment, except a Permitted Investment covered by
          clause (x) of the definition thereof) at the time of Designation
          (assuming the effectiveness of such Designation) pursuant to the first
          paragraph of Section 10.9 in an amount (the "Designation Amount")
          equal to the Fair Market Value of the Company's interest in such
          Subsidiary on such date; and

               (iii) the Company would be permitted under this Indenture to
          incur $1.00 of additional Indebtedness (other than Permitted
          Indebtedness) pursuant to Section 10.8 at the time of such Designation
          (assuming the effectiveness of such Designation).

               In the event of any such Designation, the Company shall be deemed
to have made an Investment constituting a Restricted Payment pursuant to Section
10.9 for all purposes of this Indenture in the Designation Amount.

               The Company shall not, and shall not cause or permit any
Restricted Subsidiary to, at any time (x) provide credit support for or subject
any of its property or assets (other than the Capital Stock of any Unrestricted
Subsidiary) to the satisfaction of, any Indebtedness of any Unrestricted
Subsidiary (including any undertaking, agreement or instrument evidencing such
Indebtedness), (y) be directly or indirectly liable for any Indebtedness of any
Unrestricted Subsidiary or (z) be directly or indirectly liable for any
Indebtedness which provides that the holder thereof may (upon notice, lapse of
time or both) declare a default thereon or cause the payment thereof to be
accelerated or payable prior to its final scheduled maturity upon the occurrence
of a default with respect to any Indebtedness of any Unrestricted Subsidiary
(including any right to take enforcement action against such Unrestricted
Subsidiary), except any non-recourse guarantee given solely to support the
pledge by the Company or any Restricted Subsidiary of the Capital Stock of an
Unrestricted Subsidiary. All Sub-


                                      -95-
<PAGE>   105

sidiaries of Unrestricted Subsidiaries shall automatically be deemed to be
Unrestricted Subsidiaries.

               (b) The Company may revoke any Designation of a Subsidiary as an
Unrestricted Subsidiary (a "Revocation") if:

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

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

               (c) All Designations and Revocations must be evidenced by
Officer's Certificates of the Company delivered to the Trustee certifying
compliance with the foregoing provisions.

SECTION 10.19.    Provision of Financial Information.

               For so long as the Securities are outstanding, whether or not the
Company is subject to Section 13(a) or 15(d) of the Exchange Act, or any
successor provision thereto, the Company shall file with the Commission (if
permitted by Commission practice and applicable law and regulations) the annual
reports, quarterly reports and other documents which the Company would have been
required to file with the Commission pursuant to such Section 13(a) or 15(d) or
any successor provision thereto if the Company were so subject, such documents
to be filed with the Commission on or prior to the respective dates (the
"Required Filing Dates") by which the Company would have been required so to
file such documents if the Company were so subject. The Company shall also in
any event (a) within 15 days after each Required Filing Date (whether or not
permitted or required to be filed with the Commission) (i) transmit (or cause to
be transmitted) by mail to all Holders of Securities, as their names and
addresses appear in the Securities register, without cost to such Holders, and
(ii) file with the Trustee, copies of the annual reports, quarterly reports and
other documents which the Company would be required to file with the Commission
if the Securities were then registered under the Exchange Act. In addition, for
so long as any Securities remain outstanding, the Company will furnish to the
Holders of Securities 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, and, to any beneficial holder of
Securities, if not obtainable from the Commission, information of the type that
would be filed with 


                                      -96-
<PAGE>   106
the Commission pursuant to the foregoing provisions upon the request of any 
such Holder.

SECTION 10.20.    Statement by Officers as to 
                  Default; Compliance Certificates.

               (a) The Company shall deliver to the Trustee, prior to March 31
in each year commencing March 31, 1999, an Officer's Certificate, stating
whether or not to the best knowledge of the signers thereof the Company is in
default in the performance and observance of any of the terms, provisions and
conditions of this Indenture (without regard to any period of grace or
requirement of notice provided hereunder), and if the Company shall be in
default, specifying all such defaults and the nature and status thereof of which
he may have knowledge.

               (b) The Company shall deliver to the Trustee, as soon as possible
and in any event within five business days after the Company becomes aware of
the occurrence of a Default or an Event of Default, an Officer's Certificate
setting forth the details of such Default or Event of Default, and the action
which the Company proposes to take with respect thereto.

                                   ARTICLE XI

                            Redemption of Securities


SECTION 11.1.    Right of Redemption.

               The Securities may be redeemed at the election of the Company, in
the amounts, at the times, at the Redemption Prices (together with any
applicable accrued and unpaid interest to the Redemption Date), and subject to
the conditions specified in the form of Security and hereinafter set forth.

SECTION 11.2.    Applicability of Article.

               Redemption of Securities at the election of the Company, as
permitted by this Indenture and the provisions of the Securities, shall be made
in accordance with such provisions and this Article.

SECTION 11.3.    Election to Redeem; Notice to Trustee.    

               The election of the Company to redeem any Securities pursuant to
Section 11.1 shall be evidenced by a Board Resolution. In the event of any
redemption at the election of the Company pursuant to Section 11.1, the Company
shall notify the 


                                      -97-
<PAGE>   107
Trustee, in case of a redemption of less than all the Securities, at least 60
days, and in the case of a redemption of all the Securities, at least 40 days,
prior to the Redemption Date fixed by the Company (in each case, unless a
shorter notice shall be satisfactory to the Trustee) of such Redemption Date and
of the principal amount of Securities to be redeemed.

SECTION 11.4.    Selection by Trustee of Securities To Be Redeemed.

               In the event that less than all of the Securities are to be
redeemed at any time, selection of such Securities for redemption will be made
by the Trustee in compliance with the requirements of the principal national
securities exchange, if any, on which the Securities are listed or, if the
Securities are not then listed on a national securities exchange, on a pro rata
basis, by lot or by such method as the Trustee shall deem fair and appropriate
(subject to the rules of the Depository); provided, however, that Securities
shall only be redeemable in amounts of $1,000 or an integral multiple of $1,000.

               The Trustee shall promptly notify the Company and each Security
Registrar in writing of the Securities selected for redemption and, in the case
of any Securities selected for partial redemption, the principal amount thereof
to be redeemed.

               For all purposes of this Indenture and of the Securities, unless
the context otherwise requires, all provisions relating to the redemption of
Securities shall relate, in the case of any Securities redeemed or to be
redeemed only in part, to the portion of the principal amount of such Securities
which has been or is to be redeemed.

SECTION 11.5.    Notice of Redemption.

               Notice of redemption shall be given by first class mail, postage
prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption
Date, to each Holder of Securities to be redeemed, at his address appearing in
the Security Register.

               All notices of redemption shall identify the Securities to be
redeemed (including, if used, CUSIP or CINS numbers) and shall state:

               (i) the Redemption Date,

               (ii) the Redemption Price,


                                      -98-
<PAGE>   108

               (iii) if less than all the Outstanding Securities are to be
          redeemed, the identification (and, in the case of partial redemption,
          the principal amounts) of the particular Securities to be redeemed,

               (iv) that on the Redemption Date the Redemption Price will become
          due and payable upon each such Security to be redeemed and that
          interest thereon will cease to accrue on and after such Redemption
          Date,

               (v) the place or places where such Securities are to be
          surrendered for payment of the Redemption Price, and

               (vi) if the redemption is being made pursuant to the provisions
          of the Securities regarding a Public Equity Offering, a brief
          description of the transaction or transactions giving rise to such
          redemption, the nature and amount of Qualified Equity Interests sold
          by the Company thereto in such transaction or transactions, the
          aggregate purchase price thereof and the net cash proceeds therefrom
          available for such redemption, the date or dates on which such
          transaction or transactions were completed and the percentage of the
          aggregate principal amount of Outstanding Securities being redeemed.

               Notice of redemption of Securities to be redeemed at the election
of the Company shall be given by the Company or, at the Company's request, by
the Trustee in the name and at the expense of the Company and shall be
irrevocable.

SECTION 11.6.    Deposit of Redemption Price.

               Prior to any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 10.3) an amount of
money sufficient to pay the Redemption Price of, and (except if the Redemption
Date shall be an Interest Payment Date) any applicable accrued interest on, all
the Securities which are to be redeemed on that date.

SECTION 11.7.    Securities Payable on Redemption Date.    

               Notice of redemption having been given as aforesaid, the
Securities so to be redeemed shall, on the Redemption Date, become due and
payable at the Redemption Price therein specified, and from and after such date
(unless the Company shall default in the payment of the Redemption Price and any
applicable accrued interest) such Securities shall not bear interest. Upon
surrender of any such Security for redemption in accor-


                                      -99-
<PAGE>   109

dance with said notice, such Security shall be paid by the Company at the
Redemption Price, together with any applicable accrued and unpaid interest to
the Redemption Date; provided, however, that installments of interest whose
Stated Maturity is on or prior to the Redemption Date shall be payable to the
Holders of such Securities, or one or more predecessor securities, registered as
such at the close of business on the relevant record dates according to their
terms and the provisions of Section 3.7.

               If any Security called for redemption in accordance with the
election of the Company made pursuant to Section 11.1 shall not be so paid upon
surrender thereof for redemption, the principal (and premium, if any) shall,
until paid, bear interest from the Redemption Date at the rate provided by the
Security.

SECTION 11.8.    Securities Redeemed in Part.

               Any Security which is to be redeemed only in part shall be
surrendered at an office or agency of the Company designated for that purpose
pursuant to Section 10.2 (with, if the Company or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing), and the Company shall execute, and the Trustee
shall authenticate and deliver to the Holder of such Security without service
charge, a new Security or Securities, of any authorized denomination as
requested by such Holder, in aggregate principal amount at Stated Maturity equal
to and in exchange for the unredeemed portion of the principal amount at Stated
Maturity of the Security so surrendered.

                                  ARTICLE XII

                       Defeasance and Covenant Defeasance


SECTION 12.1.    Company's Option To Effect Defeasance or Covenant Defeasance.

               The Company may elect, at its option at any time, to have Section
12.2 or Section 12.3 applied to the Outstanding Securities (as a whole and not
in part) upon compliance with the conditions set forth below in this Article.
Any such election shall be evidenced by a Board Resolution. 


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SECTION 12.2.    Defeasance and Discharge.

               Upon the Company's exercise of its option to have this Section
applied to the Outstanding Securities (as a whole and not in part), the Company
shall be deemed to have been discharged from its obligations with respect to
such Securities as provided in this Section on and after the date the conditions
set forth in Section 12.4 are satisfied (hereinafter called "Defeasance"). For
this purpose, such Defeasance means that the Company shall be deemed to have
paid and discharged the entire Indebtedness represented by such Securities and
to have satisfied all its other obligations under such Securities and this
Indenture insofar as such Securities are concerned (and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging the
same), subject to the following which shall survive until otherwise terminated
or discharged hereunder: (1) the rights of Holders of Outstanding Securities to
receive, solely from the trust fund described in Section 12.4 and as more fully
set forth in such Section, payments in respect of the principal of, premium, if
any, and interest on such Securities when payments are due, (2) the Company's
obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 10.2
and 10.3, (3) the rights, powers, trusts, duties and immunities of the Trustee
hereunder and (4) this Article. Subject to compliance with this Article, the
Company may exercise its option to have this Section applied to the Outstanding
Securities (as a whole and not in part) notwithstanding the prior exercise of
its option to have Section 12.3 applied to such Securities.

SECTION 12.3.   Covenant Defeasance.

               Upon the Company's exercise of its option to have this Section
applied to the Outstanding Securities (as a whole and not in part), (i) the
Company shall be released from its obligations under Section 8.1(3), Sections
10.5 through 10.19, inclusive, and any covenant provided pursuant to Section
9.1(2) and the Guarantors shall be released from their obligations under Article
XIII and the Guarantees, (ii) the occurrence of any event specified in Sections
5.1(3) and 5.1(4) (with respect to Section 8.1(3) and any of Sections 10.5
through 10.19, inclusive, and any such covenants provided pursuant to Section
9.1(2)), shall be deemed not to be or result in an Event of Default, in each
case with respect to such Securities as provided in this Section on and after
the date the conditions set forth in Section 12.4 are satisfied (hereinafter
called "Covenant Defeasance"). For this purpose, such Covenant Defeasance means
that, with respect to such Securities, the Company may omit to comply with and
shall have no liability in respect of any term, condition or limitation set
forth in any such specified Section (to the extent so specified in the case of
Section 5.1(3) or 


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5.1(4)), whether directly or indirectly, by reason of any reference elsewhere
herein to any such Section or by reason of any reference in any such Section to
any other provision herein or in any other document, but the remainder of this
Indenture and such Securities shall be unaffected thereby.

SECTION 12.4.   Conditions to Defeasance 
                or Covenant Defeasance.

               The following shall be the conditions to the application of
Section 12.2 or Section 12.3 to the Outstanding Securities:

               (1) The Company shall irrevocably have deposited or caused to be
          deposited with the Trustee (or another trustee which satisfies the
          requirements contemplated by Section 6.9 and agrees to comply with the
          provisions of this Article applicable to it) as trust funds in trust
          for the purpose of making the following payments, specifically pledged
          as security for, and dedicated solely to, the benefits of the Holders
          of such Securities, (A) money in an amount, or (B) U.S. Government
          Obligations which through the scheduled payment of principal and
          interest in respect thereof in accordance with their terms will
          provide, not later than one day before the due date of any payment,
          money in an amount, or (C) a combination thereof, in each case
          sufficient, in the opinion of a nationally recognized firm of
          independent public accountants expressed in a written certification
          thereof delivered to the Trustee, to pay and discharge, and which
          shall be applied by the Trustee (or any such other qualifying trustee)
          to pay and discharge, the principal of, premium, if any, and any
          installment of interest on such Securities on the respective Stated
          Maturities thereof, in accordance with the terms of this Indenture and
          such Securities. As used herein, "U.S. Government obligation" means
          (x) any security which is (i) a direct Obligation of the United States
          of America for the payment of which the full faith and credit of the
          United States of America is pledged or (ii) an obligation of a Person
          controlled or supervised by and acting as an agency or instrumentality
          of the United States of America the payment of which is
          unconditionally guaranteed as a full faith and credit obligation by
          the United States of America, which, in either case (i) or (ii), is
          not callable or redeemable at the option of the issuer thereof, and
          (y) any depositary receipt issued by a bank (as defined in Section
          3(a)(2) of the Securities Act) as custodian with respect to any U.S.
          Government Obligation which is specified in clause (x) above and held
          by such bank for the account of the holder of such depositary receipt,
          or with respect to any specific payment of prin-


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<PAGE>   112

          cipal of or interest on any U.S. Government Obligation which is so
          specified and held, provided U (except as required by law) such
          custodian is not authorized to make any deduction from the amount
          payable to the holder of such depositary receipt from any amount
          received by the custodian in respect of the U.S. Government Obligation
          or the specific payment of principal or interest evidenced by such
          depositary receipt.

               (2) In the event of an election to have Section 12.2 apply to the
          Outstanding Securities, the Company shall have delivered to the
          Trustee an Opinion of Counsel stating that (A) the Company has
          received from, or there has been published by, the Internal Revenue
          Service a ruling or (B) since the date of this instrument, there has
          been a change in the applicable Federal income tax law, in either case
          to the effect that, and based thereon such opinion shall confirm that,
          the Holders of such Securities will not recognize gain or loss for
          Federal income tax purposes as a result of the deposit, Defeasance and
          discharge to be effected with respect to such Securities and will be
          subject to Federal income tax on the same amount, in the same manner
          and at the same times as would be the case if such deposit, Defeasance
          and discharge were not to occur.

               (3) In the event of an election to have Section 12.3 apply to the
          Outstanding Securities, the Company shall have delivered to the
          Trustee an Opinion of Counsel to the effect that the Holders of such
          Securities will not recognize gain or loss for Federal income tax
          purposes as a result of the deposit and Covenant Defeasance to be
          effected with respect to such Securities and will be subject to
          Federal income tax on the same amount, in the same manner and at the
          same times as would be the case if such deposit and Covenant
          Defeasance were not to occur.

               (4) No Default or Event of Default with respect to the
          Outstanding Securities shall have occurred and be continuing at the
          time of such deposit (excluding a Default or Event of Default due to a
          breach of Section 10.8 which arises solely due to the borrowing of
          funds entirely and immediately applied to such deposit).

               (5) Such Defeasance or Covenant Defeasance shall not cause the
          Trustee to have a conflicting interest with respect to any securities
          of the Company or any Guarantor.

               (6) Such Defeasance or Covenant Defeasance shall not result in a
          breach or violation of, or constitute a default under, any other
          agreement or instrument to which 


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<PAGE>   113

          the Company or any Subsidiary is a party or by which it is bound.

               (7) The Company shall have delivered to the Trustee an Opinion of
          Counsel (which opinion may be subject to customary assumptions and
          exceptions) to the effect that after the 91st day following the
          deposit, the trust funds will not be subject to the effect of any
          applicable bankruptcy, insolvency, reorganization or similar laws
          affecting creditors' rights generally.

               (8) The Company shall have delivered to the Trustee an Officer's
          Certificate stating that the deposit was not made by the Company with
          the intent of preferring the Holders of the Securities over the other
          creditors of the Company or any Guarantor with the intent of
          defeating, hindering, delaying or defrauding creditors of the Company
          or any Guarantor or others.

               (9) No event or condition shall exist that would prevent the
          Company from making payments of the principal of, premium, if any, and
          interest on the Securities on the date of such deposit or at any time
          ending on the 91st day after the date of such deposit.

               (10) The Company shall have delivered to the Trustee an Officer's
          Certificate and an Opinion of Counsel, each stating that all
          conditions precedent under this Indenture to either Defeasance or
          Covenant Defeasance, as the case may be, have been complied with.

SECTION 12.5.    Deposited Money and U.S. 
                 Government Obligations To Be
                 Held in Trust; Miscellaneous 
                 Provisions.         

               Subject to the provisions of the last paragraph of Section 10.3,
all money and U.S. Government Obligations (including the proceeds thereof)
deposited with the Trustee or other qualifying trustee (solely for purposes of
this Section and Section 12.6, the Trustee and any such other trustee are
referred to collectively as the "Trustee") pursuant to Section 12.4 in respect
of the Outstanding Securities shall be held in trust and applied by the Trustee,
in accordance with the provisions of such Securities and this Indenture, to the
payment, either directly or through any such Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Holders of
such Securities, of all sums due and to become due thereon in respect of
principal and any premium and interest, but money so held in trust need not be
segregated from other funds except to the extent required by law.


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<PAGE>   114

               The Company shall pay and indemnify the Trustee against any tax,
fee or other charge imposed on or assessed against the U.S. Government
Obligations deposited pursuant to Section 12.4 or the principal and interest
received in respect thereof other than any such tax, fee or other charge which
by law is for the account of the Holders of Outstanding Securities.

               Anything in this Article to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon Company
Request any money or U.S. Government Obligations held by it as provided in
Section 12.4 which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would then
be required to be deposited to effect the Defeasance or Covenant Defeasance, as
the case may be, with respect to the Outstanding Securities.

SECTION 12.6.   Reinstatement.

               If the Trustee or the Paying Agent is unable to apply any money
in accordance with this Article with respect to any Securities by reason of any
order or judgment of any court or governmental authority enjoining, restraining,
or otherwise prohibiting such application, then the obligations under this
Indenture, such Securities and the Guarantees from which the Company and the
Guarantors have been discharged or released pursuant to Section 12.2 or 12.3
shall be revived and reinstated as though no deposit had occurred pursuant to
this Article with respect to such Securities, until such time as the Trustee or
Paying Agent is permitted to apply all money held in trust pursuant to Section
12.5 with respect to such Securities in accordance with this Article; provided,
however, that if the Company makes any payment of principal of or any premium or
interest on any such Security following such reinstatement of its obligations,
the Company shall be subrogated to the rights (if any) of the Holders of such
Securities to receive such payment from the money so held in trust.

                                  ARTICLE XIII

                                    Guaranty


SECTION 13.1.   Guaranty.

               Each Guarantor hereby unconditionally and irrevocably guarantees
on a senior subordinated basis, jointly and severally, to each Holder and to the
Trustee and its successors and 


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assigns (a) the full and prompt payment (within applicable grace periods) of
principal of and interest on the Securities when due, whether at maturity, by
acceleration, by redemption or otherwise, and all other monetary obligations of
the Company under this Indenture and the Securities and (b) the full and prompt
performance within applicable grace periods of all other obligations of the
Company under this Indenture and the Securities (all the foregoing being
hereinafter collectively called the "Guaranty Obligations"). Each Guarantor
further agrees that the Guaranty Obligations may be extended or renewed, in
whole or in part, without notice or further assent from such Guarantor, and that
such Guarantor will remain bound under this Article XIII notwithstanding any
extension or renewal of any Guaranty Obligation.

               To the extent that any Guarantor shall be required to pay any
amounts on account of the Securities pursuant to a Guaranty in excess of an
amount calculated as the product of (i) the aggregate amount payable by the
Guarantors on account of the Securities pursuant to the Guarantees times (ii)
the proportion (expressed as a fraction) that such Guarantor's net assets
(determined in accordance with GAAP) at the date enforcement of the Guarantees
is sought bears to the aggregate net assets (determined in accordance with GAAP)
of all Guarantors at such date, then such Guarantor shall be reimbursed by the
other Guarantors for the amount of such excess, pro rata, based upon the
respective net assets (determined in accordance with GAAP) of such other
Guarantors at the date enforcement of the Guarantees is sought. This paragraph
is intended only to define the relative rights of Guarantors as among
themselves, and nothing set forth in this paragraph is intended to or shall
impair the joint and several obligations of the Guarantors under their
respective Guarantees.

               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 any Guaranty.

               Each Guarantor waives presentation to, demand of payment from and
protest to the Company of any of the Guaranty Obligations and also waives notice
of protest for nonpayment. Each Guarantor waives notice of any default under the
Securities or the Guaranty Obligations. The obligations of each Guarantor
hereunder shall not be affected by (a) the failure of any Holder or the Trustee
to assert any claim or demand or to enforce any right or remedy against the
Company or any other Person under this Indenture, the Securities or any other
agreement or otherwise; (b) any extension or renewal of any thereof; (c) any
rescission, waiver, amendment or modification of any of the terms or provisions
of this Indenture, the Securities or 


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any other agreement; (d) the release of any security held by any Holder or the
Trustee for the Guaranty Obligations or any of them; (e) the failure of any
Holder or Trustee to exercise any right or remedy against any other guarantor of
the Guaranty Obligations; or (f) any change in the ownership of any Guarantor
(subject to Section 13.5(b)).

               Each Guarantor further agrees that its Guaranty herein
constitutes a guaranty of payment, performance and compliance when due (and not
a guaranty of collection) and waives any right to require that any resort be had
by any Holder or the Trustee to any security held for payment of the Guaranty
Obligations.

               To the fullest extent permitted by law, the obligations of each
Guarantor hereunder shall not be subject to any reduction, limitation,
impairment or termination for any reason, including any claim of waiver,
release, surrender, alteration or compromise, and shall not be subject to any
defense of setoff, counterclaim, recoupment or termination whatsoever or by
reason of the invalidity, illegality or unenforceability of the Guaranty
Obligations or otherwise. Without limiting the generality of the foregoing, to
the fullest extent permitted by law, the obligations of each Guarantor herein
shall not be discharged or impaired or otherwise affected by the failure of any
Holder or the Trustee to assert any claim or demand or to enforce any remedy
under this Indenture, the Securities or any other agreement, by any waiver or
modification of any thereof, by any default, failure or delay, willful or
otherwise, in the performance of the Guaranty Obligations, or by any other act
or thing or omission or delay to do any other act or thing which may or might in
any manner or to any extent vary the risk of such Guarantor or would otherwise
operate as a discharge of each Guarantor as a matter of law or equity.

               Each Guarantor further agrees that its Guaranty herein shall
continue to be effective or be reinstated, as the case may be, if at any time
payment, or any part thereof, of principal of or interest on any Guaranty
Obligation is rescinded or must otherwise be restored by any Holder or the
Trustee upon the bankruptcy or reorganization of the Company or otherwise.

               In furtherance of the foregoing and not in limitation of any
other right which any Holder or the Trustee has at law or in equity against each
Guarantor by virtue hereof, upon the failure of the Company to pay the principal
of or interest on any Guaranty Obligation when and as the same shall become due,
whether at maturity, by acceleration, by redemption or otherwise (within
applicable grace periods), or to perform or comply with any other Guaranty
Obligation (within applicable grace 


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periods), each Guarantor hereby promises to and shall, upon receipt of written
demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the
Holders or the Trustee an amount equal to the sum of (i) the unpaid principal
amount of such Guaranty Obligations (ii) accrued and unpaid interest on such
Guaranty Obligations (but only to the extent not prohibited by law) and (iii)
all other monetary Guaranty Obligations of the Company to the Holders and the
Trustee.

               Each Guarantor agrees that it shall not be entitled to any right
of subrogation in relation to the Holders in respect of any Guaranty Obligations
guarantied hereby until payment in full of all Guaranty Obligations. 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 Guaranty
Obligations guarantied hereby may be accelerated as provided in Article V for
the purposes of its Guaranty herein, notwithstanding any stay, injunction or
other prohibition preventing such acceleration in respect of the Guaranty
Obligations guaranteed hereby, and (y) in the event of any declaration of
acceleration of such Guaranty Obligations as provided in Article V, such
Guaranty Obligations (whether or not due and payable) shall forthwith become due
and payable by each Guarantor for the purposes of this Section.

               Each Guarantor also agrees to pay any and all costs and expenses
(including reasonable attorneys' fees and expenses) incurred by the Trustee or
any Holder in enforcing any rights under this Section.

SECTION 13.2.   Limitation on Liability.

               Any term or provision of this Indenture to the contrary
notwithstanding, the maximum aggregate amount of the obligations guaranteed
hereunder by each Guarantor shall not exceed the maximum amount that can be
hereby guaranteed without rendering this Indenture, as it relates to such
Guarantor, voidable under applicable federal or state law relating to fraudulent
conveyance or fraudulent transfer.

SECTION 13.3.   Execution and Delivery of 
                Guarantees.       

               The Guarantees to be endorsed on the Securities shall be in the
form set forth in Exhibit D. Each of the Guarantors hereby agrees to execute its
Guaranty in such form, to be endorsed on each Security authenticated and
delivered by the Trustee.

               Each Guaranty shall be executed on behalf of each respective
Guarantor by any one of such Guarantor's Chairman of the Board, Vice Chairman of


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the Board, President, Chief Financial Officer, or Vice Presidents. The signature
of any or all of these officers on the Guaranty may be manual or facsimile.

               A Guaranty bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of a Guarantor shall bind
such Guarantor, notwithstanding that such individuals or any of them have ceased
to hold such offices prior to the authentication and delivery of the Security on
which such Guaranty is endorsed or did not hold such offices at the date of such
Guaranty.

               Each Guaranty shall be registered, transferred, exchanged and
cancelled, and shall be held in definitive or global form, in the same manner
and together with, the Security to which it relates, in accordance with Article
III.

               The delivery of any Security by the Trustee, after the
authentication thereof hereunder, shall constitute due delivery of the Guaranty
endorsed thereon on behalf of the Guarantors. Each of the Guarantors hereby
jointly and severally agrees that its Guaranty set forth in Section 13.1 shall
remain in full force and effect notwithstanding any failure to endorse a
Guaranty on any Security.

SECTION 13.4.   Guarantors May Consolidate, 
                Etc., on Certain Terms.        

               Except as may be provided in Section 13.5 and in Articles VIII
and X, nothing contained in this Indenture or in any of the Securities shall
prevent any consolidation or merger of a Guarantor with or into the Company or a
Guarantor or shall prevent any sale or conveyance of the assets of a Guarantor
as an entirety or substantially as an entirety or the Capital Stock of a
Guarantor to the Company or a Guarantor.

SECTION 13.5.   Release of Guarantors.

               (a) Concurrently with any consolidation or merger of a Guarantor
or any sale or conveyance of the assets of a Guarantor as an entirety or
substantially as an entirety, in each case as permitted by Section 13.4 hereof
in accordance with the other provisions of this Indenture (including, without
limitation, Sections 10.9, 10.11 and 10.14) and as a result of which such
Guarantor ceases to be a Subsidiary of the Company, upon delivery by the Company
to the Trustee of an Officer's Certificate to the effect that such
consolidation, merger, sale or conveyance was made in accordance with Section
13.4 and the other provisions hereof and an Opinion of Counsel to the effect
that such transaction is permitted by this Indenture (which opinion may be
subject to customary assumptions and limita-


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tions), the Trustee shall execute any documents reasonably required in order to
evidence the release of such Guarantor from its obligations under its Guaranty
endorsed on the Securities and under this Article XIII. Any Guarantor not
released from its obligations under its Guaranty endorsed on the Securities and
under this Article XIII shall remain liable for the full amount of principal of
and premium, if any, and interest on the Securities and for the other
obligations of a Guarantor under its Guaranty endorsed on the Securities and
under this Article XIII.

               (b) Except as provided by clause (a) hereof, upon the
consummation of any transaction (whether involving a sale or other disposition
of securities, a merger, or otherwise, including any Asset Sale) whereby any
Guarantor ceases to be a Subsidiary and which transaction is otherwise in
compliance with the provisions of this Indenture, such Guarantor shall
automatically be released from all obligations under its Guaranty endorsed on
the Securities and under this Article XIII without need for any further act or
the execution or delivery of any document.

SECTION 13.6.   Successors and Assigns.

               This Article XIII shall be binding upon each Guarantor and its
successors and assigns and shall inure to the benefit of the successors and
assigns of the Trustee and the Holders and, in the event of any transfer or
assignment of rights by any Holder or the Trustee, the rights and privileges
conferred upon that party in this Indenture and in the Securities shall
automatically extend to and be vested in such transferee or assignee, all
subject to the terms and conditions of this Indenture.

SECTION 13.7.   No Waiver, etc.

               Neither a failure nor a delay on the part of either the Trustee
or the Holders in exercising any right, power or privilege under this Article
XIII shall operate as a waiver thereof, nor shall a single or partial exercise
thereof preclude any other or further exercise of any right, power or privilege.
The rights, remedies and benefits of the Trustee and the Holders herein
expressly specified are cumulative and not exclusive of any other rights,
remedies or benefits which either may have under this Article XIII at law, in
equity, by statute or otherwise.

SECTION 13.8.   Modification, etc.

               No modification, amendment or waiver of any provision of this
Article, nor the consent to any departure by a Guaran-


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tor therefrom, shall in any event be effective unless the same shall be in
writing and signed by the Trustee, and then such waiver or consent shall be
effective only in the specific instance and for the purpose for which given. No
notice to or demand on a Guarantor in any case shall entitle such Guarantor or
any other guarantor to any other or further notice or demand in the same,
similar or other circumstances.

SECTION 13.9.   Subordination of Guarantees.

               The obligations of each Guarantor pursuant to its Guaranty and
this Article XIII shall be (a) junior and subordinated in right of payment to
the prior payment in full in cash of all Guarantor Senior Indebtedness of such
Guarantor and (b) senior in right of payment to all existing and future
Guarantor Subordinated Indebtedness of such Guarantor, in each case on the same
basis as the Securities and the obligations of the Company hereunder are junior
and subordinated to all Senior Indebtedness and senior in right of payment to
all Subordinated Indebtedness. For the purposes of this Section 13.9, Article
XIV shall apply to the obligations of each Guarantor under its Guaranty, this
Article XIII and the other provisions of this Indenture as if references therein
to the Company, the Securities, Senior Indebtedness, Subordinated Indebtedness
and Designated Senior Indebtedness were references to such Guarantor, such
Guarantor's Guaranty, Guarantor Senior Indebtedness, Guarantor Subordinated
Indebtedness and Designated Guarantor Senior Indebtedness, respectively.

                                  ARTICLE XIV

                                 Subordination


SECTION 14.1.   Securities Subordinate to Senior 
                Indebtedness and Senior to
                Subordinated Indebtedness.                              

               The Company covenants and agrees, and each Holder of a Security,
by his acceptance thereof, likewise covenants and agrees that, to the extent and
in the manner hereinafter set forth in this Article XIV, the Indebtedness
evidenced by the Securities is hereby expressly made subordinate in right of
payment to the prior payment in full in cash of all Senior Indebtedness and
senior in right of payment to all existing and future Subordinated Indebtedness
of the Company.


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SECTION 14.2.   Payment Over of Proceeds 
                Upon Dissolution, Etc.                         

               In the event of any insolvency or bankruptcy case or proceeding,
or any receivership, liquidation, reorganization or other similar case or
proceeding in connection therewith, relating to the Company or its assets, or
any liquidation, dissolution or other winding-up of the Company, whether
voluntary or involuntary, or any assignment for the benefit of creditors or
other marshalling of assets or liabilities of the Company, all Senior
Indebtedness (including, in the case of Designated Senior Indebtedness, any
interest accruing subsequent to the filing of a petition for bankruptcy
(regardless of whether such interest is an allowed claim in the bankruptcy
proceeding)) must be paid in full in cash before any payment (other than
payments in the form of Qualified Equity Interests or other securities the
payment of which is subordinated, at least to the same extent as the Securities,
to the payment of all Senior Indebtedness which may at the time be outstanding
and other than payments from a trust created pursuant to Article XII) is made on
account of the principal of, premium, if any, or interest on the Securities.

SECTION 14.3.   No Payment When Designated Senior 
                Indebtedness in Default. 

               During the continuance of any default in the payment of
principal, or premium, if any, or interest on any Designated Senior
Indebtedness, when the same becomes due, and after receipt by the Trustee and
the Company from representatives of holders of such Designated Senior
Indebtedness of written notice of such default, no direct or indirect payment
(other than payments from trusts previously created pursuant to Article XII) by
or on behalf of the Company of any kind or character (other than Qualified
Equity Interests or other securities the payment of which is subordinated, at
least to the same extent as the Notes, to the payment of all Senior Indebtedness
which may at the time be outstanding) may be made on account of the principal
of, premium, if any, or interest on, or the purchase, redemption or other
acquisition of, the Securities unless and until such default has been cured or
waived or has ceased to exist or such Designated Senior Indebtedness shall have
been discharged or paid in full in cash, after which the Company shall resume
making any and all required payments in respect of the Securities, including any
missed payments.

               In addition, during the continuance of any other default with
respect to any Designated Senior Indebtedness that permits, or would permit with
the passage of time or the giving of notice or both, the maturity thereof to be
accelerated (a "Non-payment Default") and upon the earlier to occur of (a)


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receipt by the Trustee and the Company from the representatives of holders of
such Designated Senior Indebtedness of a written notice of such Non-payment
Default or (b) if such Non-payment Default results from the acceleration of the
maturity of the Securities, the date of such acceleration, no payment (other
than payments from trusts previously created pursuant to Article XII) of any
kind or character (excluding Qualified Equity Interests or subordinated
securities) may be made by the Company on account of the principal of, premium,
if any, or interest on, or the purchase, redemption, or other acquisition of,
the Securities for the period specified below (the "Payment Blockage Period").

               The Payment Blockage Period shall commence upon the receipt of
notice of a Non-payment Default by the Trustee and the Company from the
representatives of holders of Designated Senior Indebtedness or the date of the
acceleration referred to in clause (b) of the preceding paragraph, as the case
may be, and shall end on the earliest to occur of the following events: (i) 179
days have elapsed since the receipt of such notice or the date of the
acceleration referred to in clause (b) of the preceding paragraph (provided the
maturity of such Designated Senior Indebtedness shall not theretofore have been
accelerated), (ii) such default is cured or waived or ceases to exist or such
Designated Senior Indebtedness is discharged or paid in full in cash, or (iii)
such Payment Blockage Period shall have been terminated by written notice to the
Company or the Trustee from the representatives of holders of Designated Senior
Indebtedness initiating such Payment Blockage Period, after which the Company
shall promptly resume making any and all required payments in respect of the
Securities, including any missed payments. Only one Payment Blockage Period with
respect to the Securities may be commenced within any 360 consecutive day
period. No Non-payment Default with respect to Designated Senior Indebtedness
that existed or was continuing on the date of the commencement of any Payment
Blockage Period shall be, or can be, made the basis for the commencement of a
second Payment Blockage Period, whether or not within a period of 360
consecutive days, unless such default has been cured or waived for a period of
not less than 90 consecutive days. In no event shall a Payment Blockage Period
extend beyond 180 days from the date of the receipt by the Trustee of the notice
or the date of the acceleration initiating such Payment Blockage Period and
there must be a 180 consecutive day period in any 360 day period during which no
Payment Blockage Period is in effect.


                                     -113-
<PAGE>   123

SECTION 14.4.   Subrogation to Rights of 
                Holders of Senior Indebtedness.

               Subject to the payment in full in cash of all Senior
Indebtedness, the Holders of the Securities shall be subrogated to the extent of
the payments or distributions made to the holders of such Senior Indebtedness
pursuant to the provisions of this Article XIV to the rights of the holders of
such Designated Senior Indebtedness to receive payments and distributions of
cash, property and securities applicable to the Senior Indebtedness until the
principal of, premium, if any, and interest on the Securities shall be paid in
full. For purposes of such subrogation, no payments or distributions to the
holders of the Senior Indebtedness of any cash, property or securities to which
the Holders of the Securities or the Trustee would be entitled except for the
provisions of this Article XIV, and no payments over pursuant to the provisions
of this Article XIV to the holders of Senior Indebtedness by Holders of the
Securities or the Trustee, shall, as among the Company, its creditors other than
holders of Senior Indebtedness and the Holders of the Securities, be deemed to
be a payment or distribution by the Company to or on account of the Senior
Indebtedness.

SECTION 14.5.   Provisions Solely to Define 
                Relative Rights.   

               The provisions of this Article XIV are and are intended solely
for the purpose of defining the relative rights of the Holders of the Securities
on the one hand and the holders of Senior Indebtedness on the other hand.
Nothing contained in this Article XIV or elsewhere in this Indenture or in the
Securities is intended to or shall (a) impair, as among the Company, its
creditors other than holders of Senior Indebtedness and the Holders of the
Securities, the obligation of the Company, which is absolute and unconditional,
to pay to the Holders of the Securities the principal of, premium, if any and
interest on the Securities as and when the same shall become due and payable in
accordance with their terms; (b) affect the relative rights against the Company
of the Holders of the Securities and creditors of the Company other than the
holders of Senior Indebtedness; or (c) prevent the Trustee or the Holder of any
Securities from exercising all remedies otherwise permitted by applicable law
upon default under this Indenture, subject to the rights, if any, under this
Article XIV of the holders of Senior Indebtedness to receive cash, property and
securities otherwise payable or deliverable to the Trustee or such Holder.


                                     -114-
<PAGE>   124

SECTION 14.6.   Trustee to Effectuate Subordination.

               Each Holder of a Security by its acceptance thereof authorizes
and directs the Trustee on its behalf to take such action as may be necessary or
appropriate to effectuate the subordination provided in this Article XIV and
appoints the Trustee its attorney-in-fact for any and all such purposes.

SECTION 14.7.   No Waiver of Subordination 
                Provisions.        

               No right of any present or future holder of any Senior
Indebtedness to enforce subordination as herein provided shall at any time in
any way be prejudiced or impaired by any act or failure to act on the part of
the Company or by any act or failure to act, in good faith, by any such holder,
or by any non-compliance by the Company with the terms, provisions and covenants
of this Indenture, regardless of any knowledge thereof any such holder may have
or be otherwise charged with.

               Without in any way limiting the generality of the foregoing
paragraph, the holders of Senior Indebtedness may, at any time and from time to
time, without the consent of or notice to the Trustee or the Holders of the
Securities, without incurring responsibility to the Holders of the Securities
and without impairing or releasing the subordination provided in this Article
XIV or the obligations hereunder of the Holders of the Securities to the holders
of Senior Indebtedness, do any one or more of the following: (i) change the
manner, place or terms of payment or extend the time of payment of, or renew or
alter, Senior Indebtedness, or otherwise amend or supplement in any manner
Senior Indebtedness or any instrument evidencing the same or any agreement under
which Senior Indebtedness is outstanding; (ii) sell, exchange, release or
otherwise deal with any property pledged, mortgaged or otherwise securing Senior
Indebtedness; (iii) release any Person liable in any manner for the collection
of Senior Indebtedness; and (iv) exercise or refrain from exercising any rights
against the Company and any other Person.

SECTION 14.8.   Notice to Trustee.

               The Company shall give prompt written notice to the Trustee of
any fact known to the Company which would prohibit the making of any payment to
or by the Trustee in respect of the Securities. Notwithstanding the provisions
of this Article XIV or any other provision of this Indenture, the Trustee shall
not be charged with knowledge of the existence of any facts which would prohibit
the making of any payment to or by the Trustee in respect of the Securities,
unless and until the Trustee shall have received written notice thereof from the


                                     -115-
<PAGE>   125

Company or a holder of Designated Senior Indebtedness or from any trustee
therefor; and, prior to the receipt of any such written notice, the Trustee,
subject to the provisions of Section 6.1, shall be entitled in all respects to
assume that no such facts exist; provided, however, that if the Trustee shall
not have received at its Corporate Trust Office the notice provided for in this
Section at least three Business Days prior to the date upon which by the terms
hereof any money may become payable for any purpose (including, without
limitation, the payment in cash of the principal of, premium, if any or interest
on any Security), then, anything herein contained to the contrary
notwithstanding, the Trustee shall have full power and authority to receive such
money and to apply the same to the purpose for which such money was received and
shall not be affected by any notice to the contrary which may be received by it
within three Business Days prior to such date.

SECTION 14.9.   Reliance on Judicial Order or 
                Certificate of Liquidating Agent.

               Upon any payment or distribution of assets of the Company
referred to in this Article XIV, the Trustee, subject to the provisions of
Section 6.1, and the Holders of the Securities shall be entitled to rely upon
any order or decree entered by any court of competent jurisdiction in which such
insolvency, bankruptcy, receivership, liquidation, reorganization, dissolution,
winding up or similar case or proceeding is pending, or a certificate of the
trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for
the benefit of creditors, agent or other Person making such payment or
distribution, delivered to the Trustee or to the Holders of Securities, for the
purpose of ascertaining the Persons entitled to participate in such payment or
distribution, the holders of Senior Indebtedness and other Indebtedness of the
Company, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article
XIV.

SECTION 14.10.   Trustee Not Fiduciary for 
                 Holders of Senior Indebtedness.

               The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Indebtedness and shall not be liable to any such holders if it
shall in good faith mistakenly pay over or distribute to Holders of Securities
or to the Company or to any other Person cash, property or securities to which
any holders of Senior Indebtedness shall be entitled by virtue of this Article
XIV or otherwise, except in the case of gross negligence or wilful misconduct on
the part of the Trustee.


                                     -116-
<PAGE>   126

SECTION 14.11.    Rights of Trustee as Holder of 
                  Senior Indebtedness; Preservation 
                  of Trustee's Rights.                         

               The Trustee in its individual capacity shall be entitled to all
the rights set forth in this Article XIV with respect to any Senior Indebtedness
which may at any time be held by it, to the same extent as any other holder of
Senior Indebtedness, and nothing in this Indenture shall deprive the Trustee of
any of its rights as such holder.

               Nothing in this Article XIV shall apply to claims of, or payments
to, the Trustee or its agent or counsel under or pursuant to Section 6.7.

SECTION 14.12.    Article Applicable to Paying Agents.             

               In case at any time any Paying Agent other than the Trustee shall
have been appointed by the Company and be then acting hereunder, the term
"Trustee" as used in this Article XIV shall in such case (unless the context
otherwise requires) be construed as extending to and including such Paying Agent
within its meaning as fully for all intents and purposes as if such Paying Agent
were named in this Article XIV in addition to or in place of the Trustee;
provided, however, that Section 14.11 shall not apply to the Company or any
Affiliate of the Company if it or such Affiliate acts as Paying Agent.

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

               This instrument may be executed in any number of counterparts,
each of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.


                                     -117-
<PAGE>   127



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

                                         GROUP MAINTENANCE AMERICA CORP.


                                         By: /s/ Darren B. Miller
                                             ----------------------------------
                                             Name:
                                             Title:


                                         STATE STREET BANK AND TRUST COMPANY


                                         By: /s/ MICHAEL M. HOPKINS
                                             ----------------------------------
                                             Name:  MICHAEL M. HOPKINS
                                             Title:  VICE PRESIDENT


                                         Guarantors:


                                         A-1 APPLIANCE & AIR CONDITIONING, 
                                             INC.


                                         By: /s/ Darren B. Miller
                                             ----------------------------------
                                             Name:
                                             Title:


                                         A-1 MECHANICAL OF LANSING, INC.


                                         By: /s/ Darren B. Miller
                                             ----------------------------------
                                             Name:
                                             Title:


                                         AA ADVANCE AIR, INC.


                                         By: /s/ Darren B. Miller
                                             ----------------------------------
                                             Name:
                                             Title:


                                      -118-
<PAGE>   128
                                         A-ABC APPLIANCE, INC.


                                         By: /s/ Darren B. Miller
                                             ----------------------------------
                                             Name:
                                             Title:


                                         A-ABC SERVICES, INC.


                                         By: /s/ Darren B. Miller
                                             ----------------------------------
                                             Name:
                                             Title:


                                         AA JARL, INC.


                                         By: /s/ Darren B. Miller
                                             ----------------------------------
                                             Name:
                                             Title:


                                         AIR CONDITIONING ENGINEERS, INC.


                                         By: /s/ Darren B. Miller
                                             ----------------------------------
                                             Name:
                                             Title:


                                         AIR CONDITIONING, PLUMBING & 
                                             HEATING SERVICE CO., INC.


                                         By: /s/ Darren B. Miller
                                             ----------------------------------
                                             Name:
                                             Title:


                                         AIRCON ENERGY INCORPORATED


                                         By: /s/ Darren B. Miller
                                             ----------------------------------
                                             Name:
                                             Title:


                                     -119-
<PAGE>   129

                                         AIRTRON, INC.


                                         By: /s/ Darren B. Miller
                                             ----------------------------------
                                             Name:
                                             Title:


                                         AIRTRON OF CENTRAL FLORIDA, INC.


                                         By: /s/ Darren B. Miller
                                             ----------------------------------
                                             Name:
                                             Title:


                                         ALL SERVICE ELECTRIC, INC.


                                         By: /s/ Darren B. Miller
                                             ----------------------------------
                                             Name:
                                             Title:


                                         ARKANSAS MECHANICAL SERVICES, 
                                             INC.


                                         By: /s/ Darren B. Miller
                                             ----------------------------------
                                             Name:
                                             Title:


                                         ATLANTIC INDUSTRIAL CONSTRUCTORS, 
                                             INC.


                                         By: /s/ Darren B. Miller
                                             ----------------------------------
                                             Name:
                                             Title:


                                         BARR ELECTRIC CORP.


                                         By: /s/ Darren B. Miller
                                             ----------------------------------
                                             Name:
                                             Title:


                                     -120-
<PAGE>   130

                                         CALLAHAN ROACH PRODUCTS & 
                                             PUBLICATIONS, INC.


                                         By: /s/ Darren B. Miller
                                             ----------------------------------
                                             Name:
                                             Title:


                                         CENTRAL AIR CONDITIONING 
                                             CONTRACTORS, INC.


                                         By: /s/ Darren B. Miller
                                             ----------------------------------
                                             Name:
                                             Title:


                                         CENTRAL CAROLINA AIR CONDITIONING
                                             COMPANY


                                         By: /s/ Darren B. Miller
                                             ----------------------------------
                                             Name:
                                             Title:


                                         CHARLIE CRAWFORD, INC.


                                         By: /s/ Darren B. Miller
                                             ----------------------------------
                                             Name:
                                             Title:


                                         CLARK CONVERSE ELECTRIC SERVICE, 
                                             INC.


                                         By: /s/ Darren B. Miller
                                             ----------------------------------
                                             Name:
                                             Title:


                                         COLONIAL AIR CONDITIONING COMPANY


                                         By: /s/ Darren B. Miller
                                             ----------------------------------
                                             Name:
                                             Title:


                                     -121-
<PAGE>   131


                                         COMMERCIAL AIR HOLDING COMPANY


                                         By: /s/ Darren B. Miller
                                             ----------------------------------
                                             Name:
                                             Title:


                                         COMMERCIAL AIR, POWER & CABLE, 
                                             INC.


                                         By: /s/ Darren B. Miller
                                             ----------------------------------
                                             Name:
                                             Title:


                                         CONTINENTAL ELECTRICAL 
                                             CONSTRUCTION CO.


                                         By: /s/ Darren B. Miller
                                             ----------------------------------
                                             Name:
                                             Title:


                                         COSTNER BROTHERS, INC.


                                         By: /s/ Darren B. Miller
                                             ----------------------------------
                                             Name:
                                             Title:


                                         DIVCO, INC.


                                         By: /s/ Darren B. Miller
                                             ----------------------------------
                                             Name:
                                             Title:


                                         DYNAMIC SOFTWARE CORPORATION


                                         By: /s/ Darren B. Miller
                                             ----------------------------------
                                             Name:
                                             Title:


                                     -122-
<PAGE>   132
                                         EVANS SERVICES, INC.


                                         By: /s/ Darren B. Miller
                                             ----------------------------------
                                             Name:
                                             Title:


                                         THE FARFIELD COMPANY


                                         By: /s/ Darren B. Miller
                                             ----------------------------------
                                             Name:
                                             Title:


                                         FERGUSON ELECTRIC CORPORATION


                                         By: /s/ Darren B. Miller
                                             ----------------------------------
                                             Name:
                                             Title:


                                         GENTZLER ELECTRICAL CONTRACTORS, INC.


                                         By: /s/ Darren B. Miller
                                             ----------------------------------
                                             Name:
                                             Title:


                                         GILBERT MECHANICAL CONTRACTORS, INC.


                                         By: /s/ Darren B. Miller
                                             ----------------------------------
                                             Name:
                                             Title:


                                         GREGORY ELECTRIC, INC.


                                         By: /s/ Darren B. Miller
                                             ----------------------------------
                                             Name:
                                             Title:


                                     -123-
<PAGE>   133

                                         GROUPMAC HOLDING CORP.


                                         By: /s/ Darren B. Miller
                                             ----------------------------------
                                             Name:
                                             Title:


                                         GROUPMAC MANAGEMENT CO.


                                         By: /s/ Darren B. Miller
                                             ----------------------------------
                                             Name:
                                             Title:


                                         HPS PLUMBING SERVICES, INC.


                                         By: /s/ Darren B. Miller
                                             ----------------------------------
                                             Name:
                                             Title:


                                         HALLMARK AIR CONDITIONING, INC.


                                         By: /s/ Darren B. Miller
                                             ----------------------------------
                                             Name:
                                             Title:


                                         HUNGERFORD MECHANICAL CORPORATION


                                         By: /s/ Darren B. Miller
                                             ----------------------------------
                                             Name:
                                             Title:


                                         J.D. STEWARD AIR CONDITIONING, 
                                             INC.


                                         By: /s/ Darren B. Miller
                                             ----------------------------------
                                             Name:
                                             Title:


                                     -124-
<PAGE>   134

                                         K & N PLUMBING, HEATING AND AIR
                                         CONDITIONING, INC.


                                         By: /s/ Darren B. Miller
                                             ----------------------------------
                                             Name:
                                             Title:


                                         LANEY'S, INC.


                                         By: /s/ Darren B. Miller
                                             ----------------------------------
                                             Name:
                                             Title:


                                         LINFORD SERVICE CO.


                                         By: /s/ Darren B. Miller
                                             ----------------------------------
                                             Name:
                                             Title:


                                         MACDONALD-MILLER CO., INC.


                                         By: /s/ Darren B. Miller
                                             ----------------------------------
                                             Name:
                                             Title:


                                         MACDONALD-MILLER INDUSTRIES, INC.


                                         By: /s/ Darren B. Miller
                                             ----------------------------------
                                             Name:
                                             Title:


                                         MACDONALD-MILLER OF OREGON, INC.


                                         By: /s/ Darren B. Miller
                                             ----------------------------------
                                             Name:
                                             Title:


                                     -125-
<PAGE>   135


                                         MACDONALD-MILLER SERVICE, INC.


                                         By: /s/ Darren B. Miller
                                             ----------------------------------
                                             Name:
                                             Title:


                                         MASTERS, INC.


                                         By: /s/ Darren B. Miller
                                             ----------------------------------
                                             Name:
                                             Title:


                                         MECHANICAL INTERIORS, INC.


                                         By: /s/ Darren B. Miller
                                             ----------------------------------
                                             Name:
                                             Title:


                                         MERRITT ISLAND AIR & HEAT, INC.


                                         By: /s/ Darren B. Miller
                                             ----------------------------------
                                             Name:
                                             Title:


                                         NEW CONSTRUCTION AIR 
                                             CONDITIONING, INC.


                                         By: /s/ Darren B. Miller
                                             ----------------------------------
                                             Name:
                                             Title:


                                         NORON, INC.


                                         By: /s/ Darren B. Miller
                                             ----------------------------------
                                             Name:
                                             Title:


                                     -126-
<PAGE>   136


                                         PAUL E. SMITH CO., INC.


                                         By: /s/ Darren B. Miller
                                             ----------------------------------
                                             Name:
                                             Title:


                                         PHOENIX ELECTRIC COMPANY


                                         By: /s/ Darren B. Miller
                                             ----------------------------------
                                             Name:
                                             Title:


                                         RAY AND CLAUDE GOODWIN, INC.


                                         By: /s/ Darren B. Miller
                                             ----------------------------------
                                             Name:
                                             Title:


                                         RELIABLE MECHANICAL, INC.


                                         By: /s/ Darren B. Miller
                                             ----------------------------------
                                             Name:
                                             Title:


                                         ROMANOFF ELECTRIC CORP.


                                         By: /s/ Darren B. Miller
                                             ----------------------------------
                                             Name:
                                             Title:


                                         SIBLEY SERVICES, INCORPORATED


                                         By: /s/ Darren B. Miller
                                             ----------------------------------
                                             Name:
                                             Title:


                                     -127-
<PAGE>   137

                                         SOUTHEAST MECHANICAL SERVICE, 
                                             INC.


                                         By: /s/ Darren B. Miller
                                             ----------------------------------
                                             Name:
                                             Title:


                                         STEPHEN C. POMEROY, INC.


                                         By: /s/ Darren B. Miller
                                             ----------------------------------
                                             Name:
                                             Title:


                                         STERLING AIR CONDITIONING, INC.


                                         By: /s/ Darren B. Miller
                                             ----------------------------------
                                             Name:
                                             Title:


                                         SUN PLUMBING, INC.


                                         By: /s/ Darren B. Miller
                                             ----------------------------------
                                             Name:
                                             Title:


                                         TEAM MECHANICAL, INC.


                                         By: /s/ Darren B. Miller
                                             ----------------------------------
                                             Name:
                                             Title:


                                         TRINITY CONTRACTORS, INC.


                                         By: /s/ Darren B. Miller
                                             ----------------------------------
                                             Name:
                                             Title:


                                     -128-
<PAGE>   138

                                         UNITED ACQUISITION CORP.


                                         By: /s/ Darren B. Miller
                                             ----------------------------------
                                             Name:
                                             Title:


                                         VALLEY WIDE PLUMBING AND HEATING, 
                                             INC.


                                         By: /s/ Darren B. Miller
                                             ----------------------------------
                                             Name:
                                             Title:


                                         VAN'S COMFORTEMP AIR 
                                             CONDITIONING, INC.


                                         By: /s/ Darren B. Miller
                                             ----------------------------------
                                             Name:
                                             Title:


                                         VANTAGE MECHANICAL CONTRACTORS, 
                                             INC.


                                         By: /s/ Darren B. Miller
                                             ----------------------------------
                                             Name:
                                             Title:


                                         WADE'S HEATING AND COOLING, INC.


                                         By: /s/ Darren B. Miller
                                             ----------------------------------
                                             Name:
                                             Title:


                                         WIEGOLD & SONS, INC.


                                         By: /s/ Darren B. Miller
                                             ----------------------------------
                                             Name:
                                             Title:


                                     -129-
<PAGE>   139

                                         WILLIS REFRIGERATION, AIR 
                                            CONDITIONING & HEATING, INC.


                                         By: /s/ Darren B. Miller
                                             ----------------------------------
                                             Name:
                                             Title:


                                         YALE INCORPORATED


                                         By: /s/ Darren B. Miller
                                             ----------------------------------
                                             Name:
                                             Title:


                                         PACIFIC RIM MECHANICAL 
                                             CONTRACTORS, INC.


                                         By: /s/ Darren B. Miller
                                             ----------------------------------
                                             Name:
                                             Title:


                                     -130-
<PAGE>   140
                                                                     Schedule A


                        GROUP MAINTENANCE AMERICA CORP.


                  Except as otherwise indicated, 100% of the voting stock of
each of the Subsidiaries listed below is owned by its parent.

<TABLE>
<CAPTION>
                                                                 State of
Name of Subsidiary                                               Incorporation
------------------                                               -------------
<S>                                                              <C>
A-1 Appliance & Air Conditioning, Inc.                           Delaware
A-1 Mechanical of Lansing, Inc.                                  Michigan
AA Advance Air, Inc.                                             Florida
A-ABC Appliance, Inc.                                            Texas
A-ABC Services, Inc.                                             Delaware
AA JARL, Inc.                                                    Delaware
Air Conditioning Engineers, Inc.                                 Michigan
Air Conditioning, Plumbing & Heating 
    Service Co., Inc.                                            Colorado
Aircon Energy Incorporated                                       California
Airtron, Inc.                                                    Delaware
Airtron of Central Florida, Inc.                                 Florida
All Service Electric, Inc.                                       Florida
Arkansas Mechanical Services, Inc.                               Arkansas
Atlantic Industrial Constructors, Inc.                           Virginia
Barr Electric Corp.                                              Illinois
Callahan Roach Products & Publications, 
    Inc.                                                         Colorado
Central Air Conditioning Contractors, Inc.                       Delaware
Central Carolina Air Conditioning Company                        North Carolina
Charlie Crawford, Inc.                                           Delaware
Clark Converse Electric Service, Inc.                            Ohio
Colonial Air Conditioning Company                                Delaware
Commercial Air Holding Company                                   Maryland
Commercial Air, Power & Cable, Inc.                              Maryland
Continental Electrical Construction Co.                          Delaware
Costner Brothers, Inc.                                           South Carolina
Divco, Inc.                                                      Washington
Dynamic Software Corporation                                     Maryland
Evans Services, Inc.                                             Alabama
The Farfield Company                                             Delaware
Ferguson Electric Corporation                                    Delaware
Gentzler Electrical Contractors, Inc.                            Delaware
Gilbert Mechanical Contractors, Inc.                             Minnesota
Gregory Electric, Inc.                                           Illinois
GroupMAC Holding Corp.                                           Delaware
GroupMAC Management Co.                                          Delaware
HPS Plumbing Services, Inc.                                      California
</TABLE>


<PAGE>   141

<TABLE>
<CAPTION>
                                                                 State of
Name of Subsidiary                                               Incorporation
------------------                                               -------------
<S>                                                              <C>
Hallmark Air Conditioning, Inc.                                  Delaware
Hungerford Mechanical Corporation                                Virginia
J.D. Steward Air Conditioning, Inc.                              Colorado
K & N Plumbing, Heating and Air                                  Delaware
    Conditioning, Inc.
Laney's, Inc.                                                    Delaware
Linford Service Co.                                              California
MacDonald-Miller Co., Inc.                                       Washington
MacDonald-Miller Industries, Inc.                                Washington
MacDonald-Miller of Oregon, Inc.                                 Delaware
MacDonald-Miller Service, Inc.                                   Washington
Masters, Inc.                                                    Maryland
Mechanical Interiors, Inc.                                       Delaware
Merritt Island Air & Heat, Inc.                                  Delaware
New Construction Air Conditioning, Inc.                          Michigan
Noron, Inc.                                                      Ohio
Pacific Rim Mechanical Contractors, Inc.                         California
Paul E. Smith Co., Inc.                                          Indiana
Phoenix Electric Company                                         Delaware
Ray and Claude Goodwin, Inc.                                     Florida
Reliable Mechanical, Inc.                                        Delaware
Romanoff Electric Corp.                                          Ohio
Sibley Services, Incorporated                                    Tennessee
Southeast Mechanical Service, Inc.                               Florida
Stephen C. Pomeroy, Inc.                                         Delaware
Sterling Air Conditioning, Inc.                                  Delaware
Sun Plumbing, Inc.                                               Florida
Team Mechanical, Inc.                                            Utah
Trinity Contractors, Inc.                                        Delaware
United Acquisition Corp.                                         Iowa
Valley Wide Plumbing and Heating, Inc.                           Colorado
Van's Comfortemp Air Conditioning, Inc.                          Florida
Vantage Mechanical Contractors, Inc.                             Maryland
Wade's Heating and Cooling, Inc.                                 Florida
Wiegold & Sons, Inc.                                             Florida
Willis Refrigeration, Air Conditioning & Heating, Inc.           Ohio
Yale Incorporated                                                Minnesota
</TABLE>


                                      -2-
<PAGE>   142

                                                                    EXHIBIT A-1

                               [FORM OF SECURITY]


                  THE SECURITY EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE OR
OTHER SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION
HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE
TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF (1)
REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE
144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A "U.S. PERSON" AND IS
ACQUIRING THIS SECURITY IN AN "OFFSHORE TRANSACTION" PURSUANT TO RULE 903 or
904 OF REGULATION S, (2) AGREES THAT IT WILL NOT PRIOR TO (X) THE DATE WHICH IS
TWO YEARS (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(k) UNDER THE
SECURITIES ACT OR ANY SUCCESSOR PROVISION THEREUNDER) AFTER THE LATER OF THE
ORIGINAL ISSUE DATE HEREOF (OR OF ANY PREDECESSOR OF THIS SECURITY) OR THE LAST
DAY ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS
SECURITY OR ANY PREDECESSOR OF THIS SECURITY AND (Y) SUCH LATER DATE, IF ANY,
AS MAY BE REQUIRED BY APPLICABLE LAWS (THE "RESALE RESTRICTION TERMINATION
DATE"), OFFER, SELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE
COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED
EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITY IS ELIGIBLE
FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A
"QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES
ACT) THAT PURCHASES THIS SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS
BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO
NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF
REGULATION S UNDER THE SECURITIES ACT, OR (E) PURSUANT TO ANY OTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (3)
AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A
NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; PROVIDED THAT THE COMPANY,
THE TRUSTEE, AND THE SECURITY REGISTRAR SHALL HAVE THE RIGHT PRIOR TO ANY SUCH
OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSE (D) OR (E) TO REQUIRE THE
DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION
SATISFACTORY TO EACH OF THEM, AND (II) IN EACH OF THE FOREGOING CASES, TO
REQUIRE THAT A CERTIFICATION OF TRANSFER IN THE FORM APPEARING ON THE OTHER
SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE
TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE
RESALE RESTRICTION 


                                      A-1-1
<PAGE>   143

TERMINATION DATE. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED
STATES" AND "U.S. PERSON" HAVE THE RESPECTIVE MEANINGS GIVEN TO THEM BY
REGULATION S UNDER THE SECURITIES ACT.

                         Group Maintenance America Corp.

               9 3/4% Senior Subordinated Note due 2009, Series A


No. ___________                                                     $_________
                                                           CUSIP NO.__________

         Group Maintenance America Corp., a corporation duly organized and
existing under the laws of the State of Delaware (herein called the "Company,"
which term includes any successor Person under the Indenture hereinafter
referred to), for value received, hereby promises to pay to ___________ or
registered assigns, the principal sum of __________ Dollars on January 15, 2009
and to pay interest thereon from January 22, 1999 or from the most recent
Interest Payment Date to which interest has been paid or duly provided for,
semiannually in arrears on January 15 and July 15 in each year, commencing July
15, 1999 at the rate of 9 3/4% per annum, until the principal hereof is paid or
duly provided for, provided that any principal and premium, and any such
installment of interest, which is overdue shall bear interest at the rate of 9
3/4% per annum (to the extent that the payment of such interest shall be legally
enforceable), from the dates such amounts are due until they are paid or duly
provided for. The interest so payable and punctually paid or duly provided for,
on any Interest Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Security (or one or more predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the January 1 and July 1 (whether or not a Business
Day), as the case may be, next preceding such Interest Payment Date. Any such
interest not so punctually paid or duly provided for will forthwith cease to be
payable to the Holder on such Regular Record Date and may either be paid to the
Person in whose name this Security (or one or more predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to Holders of securities not less than 10 days prior to such Special
Record Date, or be paid at any time in any other lawful manner not inconsistent
with the requirements of any securities exchange on which the Securities may be
listed, and upon such notice as may be required by such exchange, all as more
fully provided in said Indenture.


                                      A-1-2
<PAGE>   144

         Payment of the principal of (and premium, if any) and interest on this
Security will be made at the office or agency of the Company maintained for that
purpose in the Borough of Manhattan, The City of New York, 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; provided, however, that, at the
option of the Company, payment of interest may be made by check mailed to the
address of the Person entitled thereto as such address shall appear in the
Security Register.

         Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

         Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.


                                      A-1-3
<PAGE>   145

         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed and attested.

Attest:                                    Group Maintenance America Corp.


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


                                      A-1-4
<PAGE>   146

                     Trustee's Certificate of Authentication


         This is one of the Securities referred to in the within-mentioned
Indenture.


                                     STATE STREET BANK AND TRUST 
                                       COMPANY, as Trustee


Dated:  January 22, 1999             By:
                                        --------------------------------------
                                        Authorized Signatory



                                      A-1-5
<PAGE>   147


                          Form of Reverse of Security


         This Security is one of a duly authorized issue of Securities of the
Company designated as 9 3/4% Senior Subordinated Notes due 2009, Series A
(herein called the "Initial Securities"), limited in aggregate principal amount
at Stated Maturity to $130,000,000 issued and to be issued under an Indenture,
dated as of January 22, 1999 (herein called the "Indenture," which term shall
have the meaning assigned to it in such instrument), among the Company, the
guarantors named therein and State Street Bank and Trust Company, as Trustee
(herein called the "Trustee," which term includes any successor trustee under
the Indenture), and reference is hereby made to the Indenture for a statement of
the respective rights, limitations of rights, duties and immunities thereunder
of the Company, the Trustee and the Holders of the Securities and of the terms
upon which the Securities are, and are to be, authenticated and delivered. The
Securities include the Initial Securities and the Exchange Securities referred
to below, issued in exchange for the Initial Securities pursuant to the
Registration Rights Agreement. The Initial Securities and the Exchange
Securities are treated as a single class of securities under the Indenture.

         The terms of the Securities include those stated in the Indenture and
those made part of the Indenture by reference to the Trust Indenture Act of 1939
(15 U.S.C. ss.ss. 7aaa - 77bbbb (the "TIA"), as in effect on the date of the
Indenture. Notwithstanding anything to the contrary herein, the Securities are
subject to all such terms, and Holders of Securities are referred to the
Indenture and the TIA for a statement of such terms. The Securities are
unsecured senior subordinated obligations of the Company limited to
$200,000,000.

         This Security is redeemable at the option of the Company, in whole or
in part, at any time on or after January 15, 2004, at the Redemption Prices
(expressed as percentages of principal amount) set forth below, plus accrued and
unpaid interest, if any, thereon to the Redemption Date, if redeemed during the
12-month period beginning January 15 of the years indicated below:

<TABLE>
<CAPTION>
                                                                               Redemption
         Year                                                                    Price 
         ----                                                                  ----------
         <S>                                                                   <C>
         2004...................................................................104.875
         2005...................................................................103.250
         2006...................................................................101.625
         2007 and thereafter....................................................100.000%
</TABLE>


                                      A-1-6
<PAGE>   148

         In addition, at any time, or from time to time, on or prior to January
15, 2002, the Company may, at its option, use the net cash proceeds of one or
more Equity Offerings to redeem up to an aggregate of 35% of the principal
amount of the Securities originally issued, at a redemption price equal to
109.750%. of the principal amount thereof plus accrued and unpaid interest, if
any, thereon to the Redemption Date; provided that at least 65% of the
originally issued principal amount of Securities remains outstanding immediately
after the occurrence of such redemption. In order to effect the foregoing
redemption with the proceeds of any Equity Offering, the Company shall send a
redemption notice not later than 90 days after the consummation of any such
Equity Offering.

         The Securities are not subject to any sinking fund.

         The Indenture provides that the Company is obligated (a) upon the
occurrence of a Change in Control to make an offer to purchase all outstanding
Securities at a purchase price equal to 101% of the principal amount thereof,
plus accrued and unpaid interest, if any, thereon to the date of purchase and
(b) to make an offer to purchase Securities with a portion of the net cash
proceeds of certain sales or other dispositions of assets (not applied as
specified in the Indenture within the periods set forth therein) at a purchase
price equal to 100% of the principal amount thereof plus accrued and unpaid
interest, if any, to the date of purchase.

         In the event of redemption or purchase of this Security in part only
pursuant to a Change of Control Offer or an Asset Sale Offer, a new Security or
Securities for the unredeemed or unpurchased portion hereof will be issued in
the name of the Holder hereof upon the cancellation hereof.

         The Indenture contains provisions for defeasance at any time of the
entire indebtedness of this Security or of certain restrictive covenants and
Events of Default with respect to this Security, in each case upon compliance
with certain conditions set forth in the Indenture.

         If an Event of Default shall occur and be continuing, there may be
declared due and payable the principal of, premium, if any, and accrued and
unpaid interest, if any, on all of the outstanding Securities, in the manner and
with the effect provided in the Indenture.

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities under the Indenture at
any time by the Company and the Trustee with the consent of the Holders of 


                                      A-1-7
<PAGE>   149
a majority in aggregate principal amount of the Securities at the time
Outstanding. The Indenture also contains provisions permitting the Holders of
specified percentages in aggregate principal amount of the Securities at the
time Outstanding, on behalf of the Holders of all the Securities, to waive
compliance by the Company with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or
waiver by the Holder of this Security shall be conclusive and binding upon such
Holder and upon all future Holders of this Security and of any Security issued
upon the registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Security.

         As provided in and subject to the provisions of the Indenture, the
Holder of this Security shall not have the right to institute any proceeding
with respect to the Indenture or for the appointment of a receiver or trustee or
for any other remedy thereunder, unless such Holder shall have previously given
the Trustee written notice of a continuing Event of Default with respect to the
Securities, the Holders of not less than 25% in principal amount of the
Securities at the time Outstanding shall have made written request to the
Trustee to institute proceedings in respect of such Event of Default as Trustee
and offered the Trustee reasonable indemnity and the Trustee shall not have
received from the Holders of a majority in principal amount of Securities at the
time Outstanding a direction inconsistent with such request, and shall have
failed to institute any such proceeding for 60 days after receipt of such
notice, request and offer of indemnity. The foregoing shall not apply to certain
suits described in the Indenture, including any suit instituted by the Holder of
this Security for the enforcement of any payment of principal hereof or any
premium or interest hereon on or after the respective due dates expressed herein
(or, in the case of redemption, on or after the Redemption Date or, in the case
of any purchase of this Security required to be made pursuant to a Change of
Control Offer or an Asset Sale Offer, on or after the relevant Purchase Date).

         No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of (and premium, if any) and
interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.

         As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency 


                                      A-1-8
<PAGE>   150
of the Company in the Borough of Manhattan, The City of New York, duly endorsed
by, or accompanied by a written instrument of transfer in form satisfactory to
the Company and the Security Registrar duly executed by, the Holder hereof or
his attorney duly authorized in writing, and thereupon one or more new
Securities, of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.

         This Security is issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple thereof. As provided in the
Indenture and subject to certain limitations therein set forth, Securities are
exchangeable for a like aggregate principal amount of Securities of like tenor
of a different authorized denomination, as requested by the Holder surrendering
the same.

         No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.

         Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

         Pursuant to the Registration Rights Agreement by and among the Company
and the Initial Purchasers, the Company will be obligated to consummate an
exchange offer pursuant to which the Holder of this Security shall have the
right to exchange this Security for 9 3/4% Senior Subordinated Notes due 2009,
Series B, of the Company (herein called the "Exchange Securities"), which have
been registered under the Securities Act, in like principal amount and having
identical terms as the Initial Securities (other than as set forth in this
paragraph). The Holders of Initial Securities shall be entitled to receive
certain additional interest payments in the event such exchange offer is not
consummated and upon certain other conditions, all pursuant to and in accordance
with the terms of the Registration Rights Agreement. Such additional interest
will constitute liquidated damages and will be the exclusive monetary remedy
available to the Holder of this Security in respect of a Registration Default
(as defined in the Registration Rights Agreement), but without prejudice to any
non-monetary remedies otherwise available to such Holder, whether pursuant to
the Registration Rights Agreement or otherwise.


                                      A-1-9
<PAGE>   151

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

         The obligations of the Company under the Indenture and this Security
are expressly subordinated to all Senior Indebtedness and senior in right of
payment to all Subordinated Indebtedness, in each case to the extent set forth
in Article XIV of the Indenture, and reference is hereby made to such Indenture
for the precise terms of such subordination.

         As provided in the Indenture and subject to certain limitations therein
set forth, the obligations of the Company under the Indenture and this Security
are Guaranteed pursuant to Guarantees endorsed hereon as provided in the
Indenture. Each Holder, by holding this Security, agrees to all of the terms and
provisions of said Guarantees. The Indenture provides that each Guarantor shall
be released from its Guaranty upon compliance with certain conditions.

         All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.

         The Indenture and this Security shall be governed by and construed in
accordance with the laws of the State of New York, without regard to the
conflicts of laws principles thereof.


                                     A-1-10
<PAGE>   152


                                 ASSIGNMENT FORM


If you, the Holder, want to assign this Security, fill in the form below and
have your signature guaranteed:

I (or we) assign and transfer this Security to

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

(Insert assignee's social security or tax ID number)

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

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

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


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

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

agent to transfer this Security on the books of the Company. The agent may
substitute another to act for such agent.

         In connection with any transfer of this Security occurring prior to the
date which is the earlier of (i) the date of the declaration by the Commission
of the effectiveness of a registration settlement under the Securities Act of
1933, as amended (the "Securities Act"), covering resales of this Security
(which effectiveness shall not have been suspended or terminated at the date of
the transfer) and (ii) the date two years (or such shorter period of time as
permitted by Rule 144(k) under the Securities Act or any successor provision
thereunder) after the later of the original issuance date appearing on the face
of this Security (or any predecessor thereto) or the last date on which the
Company or any affiliate of the Company was the owner of this Security (or any
predecessor thereto), the undersigned confirms that it has not utilized any
general solicitation or general advertising in connection with the transfer and
that:

                                  [Check One]


[  ] (a)  this Security is being transferred in compliance with the exemption
          from registration under the Securities Act provided by Rule 144A
          thereunder.


                                     A-1-11
<PAGE>   153

[  ] (b)  this Security is being transferred other than in accordance with (a)
          above and documents, and a transferor certificate substantially in the
          form of Exhibit C to the Indenture in the case of a transfer pursuant
          to Regulation S, are being furnished which comply with the conditions
          of transfer set forth in this Security and the Indenture.

If none of the foregoing boxes is checked and, in the case of (b) above, if the
appropriate document is not attached or otherwise furnished to the Trustee, the
Trustee or Security Registrar shall not be obliged to register this Security in
the name of any Person other than the Holder hereof unless and until the
conditions to any such transfer of registration set forth herein and in Section
3.14 of the Indenture shall have been satisfied.



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

                                               By:
                                                   ----------------------------
                                                   NOTICE:  To be executed by 
                                                   an executive officer

Signature Guarantee:
                      ----------------------------------

              TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED

         The undersigned represents and warrants that it is purchasing this
Security for its own account or an account with respect to which it exercises
sole investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act
and is aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the Company as the
undersigned has requested pursuant to Rule 144A (including the information
specified in Rule 144A(d)(4)) or has determined not to request such information
and that it is aware that the transferor is relying upon the undersigned's
foregoing representations in order to claim the exemption from registration
provided by Rule 144A.


Date:
      --------                                   ------------------------------
                                                 NOTICE: To be executed by an
                                                 executive officer


                                     A-1-12
<PAGE>   154

                       OPTION OF HOLDER TO ELECT PURCHASE


                  If you want to elect to have this Security purchased in its
entirety by the Company pursuant to Section 10.13 or 10.14 of the Indenture,
check the applicable box:

         Section 10.13 [ ]

         Section 10.14 [ ]

         If you want to elect to have only a part of the principal amount of
this Security purchased by the Company pursuant to Section 10.13 or 10.14 of the
Indenture, state the portion of such amount: $
                                               --------------


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

Signature Guarantee:
                       -------------------------------------------------------
                       (Signature must be guaranteed by a financial institution
                       that is a member of the Securities Transfer Agent
                       Medallion Program ("STAMP"), the Stock Exchange Medallion
                       Program ("SEMP"), the New York Stock Exchange, Inc.
                       Medallion Signature Program ("MSP") or such other
                       signature guarantee program as may be determined by the
                       Security Registrar in addition to, or in substitution
                       for, STAMP, SEMP or MSP, all in accordance with the
                       Securities Exchange Act of 1934, as amended.)


                                     A-1-13
<PAGE>   155

                                                                   EXHIBIT A-2


                         Group Maintenance America Corp.


               9 3/4% Senior Subordinated Note due 2009, Series B


No. ___________                                                    $__________
                                                           CUSIP NO.__________

         Group Maintenance America Corp., a corporation duly organized and
existing under the laws of the State of Delaware (herein called the "Company,"
which term includes any successor Person under the Indenture hereinafter
referred to), for value received, hereby promises to pay to ________________ or
registered assigns, the principal sum of ________________ Dollars on January 15,
2009 and to pay interest thereon from January 22, 1999 or from the most recent
Interest Payment Date to which interest has been paid or duly provided for,
semiannually in arrears on January 15 and July 15 in each year, commencing
January 22, 1999 at the rate of 9 3/4% per annum, until the principal hereof is
paid or duly provided for, provided that any principal and premium, and any such
installment of interest, which is overdue shall bear interest at the rate of 9
3/4% per annum (to the extent that the payment of such interest shall be legally
enforceable), from the dates such amounts are due until they are paid or duly
provided for. The interest so payable and punctually paid or duly provided for,
on any Interest Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Security (or one or more predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the January 1 and July 1 (whether or not a Business
Day), as the case may be, next preceding such Interest Payment Date. Any such
interest not so punctually paid or duly provided for will forthwith cease to be
payable to the Holder on such Regular Record Date and may either be paid to the
Person in whose name this Security (or one or more predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to Holders of securities not less than 10 days prior to such Special
Record Date, or be paid at any time in any other lawful manner not inconsistent
with the requirements of any securities exchange on which the Securities may be
listed, and upon such notice as may be required by such exchange, all as more
fully provided in said Indenture.

         Payment of the principal of (and premium, if any) and interest on this
Security will be made at the office or agency of the Company maintained for that
purpose in the Borough of 


                                      A-2-1
<PAGE>   156

Manhattan, The City of New York, 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; provided, however, that, at the option of the Company, payment of
interest may be made by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register.

         Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

         Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.


                                      A-2-2
<PAGE>   157

         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed and attested.

Attest:                                         Group Maintenance America Corp.


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


                                      A-2-3
<PAGE>   158


                    Trustee's Certificate of Authentication


         This is one of the Securities referred to in the within-mentioned
Indenture.

                                                STATE STREET BANK AND TRUST 
                                                  COMPANY, as Trustee


Dated:  January 22, 1999                        By:
                                                    ---------------------------
                                                    Authorized Signatory


                                      A-2-4
<PAGE>   159


                           Form of Reverse of Security


         This Security is one of a duly authorized issue of Securities of the
Company designated as 9 3/4% Senior Subordinated Notes due 2009, Series B
(herein called the "Exchange Securities"), limited in aggregate principal amount
at Stated Maturity to $130,000,000 issued and to be issued under an Indenture,
dated as of January 22, 1999 (herein called the "Indenture," which term shall
have the meaning assigned to it in such instrument), among the Company, the
guarantors named therein and State Street Bank and Trust Company, as Trustee
(herein called the "Trustee," which term includes any successor trustee under
the Indenture), and reference is hereby made to the Indenture for a statement of
the respective rights, limitations of rights, duties and immunities thereunder
of the Company, the Trustee and the Holders of the Securities and of the terms
upon which the Securities are, and are to be, authenticated and delivered. The
Securities include the Initial Securities and the Exchange Securities, issued in
exchange for the Initial Securities pursuant to the Registration Rights
Agreement. The Initial Securities and the Exchange Securities are treated as a
single class of securities under the Indenture.

         The terms of the Securities include those stated in the Indenture and
those made part of the Indenture by reference to the Trust Indenture Act of 1939
(15 U.S.C. ss.ss. 7aaa - 77bbbb (the "TIA")), as in effect on the date of the
Indenture. Notwithstanding anything to the contrary herein, the Securities are
subject to all such terms, and Holders of Securities are referred to the
Indenture and the TIA for a statement of such terms. The Securities are
unsecured senior subordinated obligations of the Company limited to
$200,000,000.

         This Security is redeemable at the option of the Company, in whole or
in part, at any time on or after January 15, 2004, at the Redemption Prices
(expressed as percentages of principal amount) set forth below, plus accrued and
unpaid interest, if any, thereon to the Redemption Date, if redeemed during the
12-month period beginning January 15 of the years indicated below:


                                      A-2-5
<PAGE>   160

<TABLE>
<CAPTION>
                                                               Redemption
         Year                                                    Price 
         ----                                                  ----------
         <S>                                                    <C>
         2004................................................   104.875
         2005................................................   103.250
         2006................................................   101.625
         2007 and thereafter.................................   100.000%
</TABLE>

         In addition, at any time, or from time to time, on or prior to January
15, 2002, the Company may, at its option, use the net cash proceeds of one or
more Equity Offerings to redeem up to an aggregate of 35% of the principal
amount of the Securities originally issued, at a redemption price equal to
109.750% of the principal amount thereof plus accrued and unpaid interest, if
any, thereon to the Redemption Date; provided that at least 65% of the
originally issued principal amount of Securities remains outstanding immediately
after the occurrence of such redemption. In order to effect the foregoing
redemption with the proceeds of any Equity Offering, the Company shall send the
redemption notice not later than 90 days after the consummation of any such
Equity Offering.

         The Securities are not subject to any sinking fund.

         The Indenture provides that the Company is obligated (a) upon the
occurrence of a Change in Control to make an offer to purchase all outstanding
Securities at a purchase price equal to 101% of the principal amount thereof,
plus accrued and unpaid interest, if any, thereon to the date of purchase and
(b) to make an offer to purchase Securities with a portion of the net cash
proceeds of certain sales or other dispositions of assets (not applied as
specified in the Indenture within the periods set forth therein) at a purchase
price equal to 100% of the principal amount thereof plus accrued and unpaid
interest, if any, to the date of purchase.

         In the event of redemption or purchase of this Security in part only
pursuant to a Change of Control Offer or an Asset Sale Offer, a new Security or
Securities for the unredeemed or unpurchased portion hereof will be issued in
the name of the Holder hereof upon the cancellation hereof.

         The Indenture contains provisions for defeasance at any time of the
entire indebtedness of this Security or of certain restrictive covenants and
Events of Default with respect to this Security, in each case upon compliance
with certain conditions set forth in the Indenture.

         If an Event of Default shall occur and be continuing, there may be
declared due and payable the principal of, premium, if any, and accrued and
unpaid interest, if any, on all 



                                      A-2-6
<PAGE>   161
of the outstanding Securities, in the manner and with the effect provided in 
the Indenture.

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities under the Indenture at
any time by the Company and the Trustee with the consent of the Holders of a
majority in aggregate principal amount of the Securities at the time
Outstanding. The Indenture also contains provisions permitting the Holders of
specified percentages in aggregate principal amount of the Securities at the
time Outstanding, on behalf of the Holders of all the Securities, to waive
compliance by the Company with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or
waiver by the Holder of this Security shall be conclusive and binding upon such
Holder and upon all future Holders of this Security and of any Security issued
upon the registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Security.

         As provided in and subject to the provisions of the Indenture, the
Holder of this Security shall not have the right to institute any proceeding
with respect to the Indenture or for the appointment of a receiver or trustee or
for any other remedy thereunder, unless such Holder shall have previously given
the Trustee written notice of a continuing Event of Default with respect to the
Securities, the Holders of not less than 25% in principal amount of the
Securities at the time Outstanding shall have made written request to the
Trustee to institute proceedings in respect of such Event of Default as Trustee
and offered the Trustee reasonable indemnity and the Trustee shall not have
received from the Holders of a majority in principal amount of Securities at the
time Outstanding a direction inconsistent with such request, and shall have
failed to institute any such proceeding for 60 days after receipt of such
notice, request and offer of indemnity. The foregoing shall not apply to certain
suits described in the Indenture, including any suit instituted by the Holder of
this Security for the enforcement of any payment of principal hereof or any
premium or interest hereon on or after the respective due dates expressed herein
(or, in the case of redemption, on or after the Redemption Date or, in the case
of any purchase of this Security required to be made pursuant to a Change of
Control Offer or an Asset Sale Offer, on or after the relevant Purchase Date).

         No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, 


                                      A-2-7
<PAGE>   162
to pay the principal of (and premium, if any) and interest on this Security at
the times, place and rate, and in the coin or currency, herein prescribed.

         As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in the Borough of Manhattan, The City of New
York, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Company and the Security Registrar duly executed by,
the Holder hereof or his attorney duly authorized in writing, and thereupon one
or more new Securities, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.

         This Security is issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple thereof. As provided in the
Indenture and subject to certain limitations therein set forth, Securities are
exchangeable for a like aggregate principal amount of Securities of like tenor
of a different authorized denomination, as requested by the Holder surrendering
the same.

         No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.

         Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

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

         The obligations of the Company under the Indenture and this Security
are expressly subordinated to all Senior Indebtedness, in each case to the
extent set forth in Article XIV of the Indenture, and reference is hereby made
to such Indenture for the precise terms of such subordination.

         As provided in the Indenture and subject to certain limitations therein
set forth, the obligations of the Company under the Indenture and this Security
are Guaranteed pursuant to Guarantees endorsed hereon as provided in the
Indenture. 


                                      A-2-8
<PAGE>   163

Each Holder, by holding this Security, agrees to all of the terms and provisions
of said Guarantees. The Indenture provides that each Guarantor shall be released
from its Guaranty upon compliance with certain conditions.

         All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.

         The Indenture and this Security shall be governed by and construed in
accordance with the laws of the State of New York, without regard to the
conflicts of laws principles thereof.


                                      A-2-9
<PAGE>   164

                                ASSIGNMENT FORM


If you, the Holder, want to assign this Security, fill in the form below and
have your signature guaranteed:

I (or we) assign and transfer this Security to

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


(Insert assignee's social security or tax ID number)

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

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

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


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



agent to transfer this Security on the books of the Company. The agent may
substitute another to act for such agent.

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

                                               By:
                                                   ----------------------------
                                                   NOTICE:  To be executed by 
                                                   an executive officer

Signature Guarantee:
                      ------------------------------------------------


                                     A-2-10
<PAGE>   165

                       OPTION OF HOLDER TO ELECT PURCHASE


                  If you want to elect to have this Security purchased in its
entirety by the Company pursuant to Section 10.13 or 10.14 of the Indenture,
check the applicable box:

         Section 10.13 [ ]

         Section 10.14 [ ]

         If you want to elect to have only a part of the principal amount of
this Security purchased by the Company pursuant to Section 10.13 or 10.14 of the
Indenture, state the portion of such amount:  $
                                               ---------------

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

Signature Guarantee:
                       -------------------------------------------------------
                       (Signature must be guaranteed by a financial institution
                       that is a member of the Securities Transfer Agent
                       Medallion Program ("STAMP"), the Stock Exchange Medallion
                       Program ("SEMP"), the New York Stock Exchange, Inc.
                       Medallion Signature Program ("MSP") or such other
                       signature guarantee program as may be determined by the
                       Security Registrar in addition to, or in substitution
                       for, STAMP, SEMP or MSP, all in accordance with the
                       Securities Exchange Act of 1934, as amended.)



                                     A-2-11
<PAGE>   166

                                                                     EXHIBIT B


                    FORM OF LEGEND FOR BOOK-ENTRY SECURITIES


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

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

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


                                       B-1
<PAGE>   167
                                                                     EXHIBIT C


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


State Street Bank and Trust Company
225 Franklin Street
Boston, Massachusetts  02110


                  Re:  Group Maintenance America Corp.
                       (the "Company") 9 3/4% Senior
                       Subordinated Notes due 2009
                       (the "Securities")

Ladies and Gentlemen:

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

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

               (2) either (a) at the time the buy offer was originated, the
          transferee was outside the United States or we and any Person acting
          on our behalf reasonably believed that the transferee was outside the
          United States, or (b) the transaction was executed in, on or through
          the facilities of a designated offshore securities market described in
          Rule 902(a) of Regulation S and neither we nor any Person acting on
          our behalf knows that the transaction has been pre-arranged with a
          buyer in the United States;

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

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

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

               (6) if the circumstances set forth in rule 904(c) under the
          Securities Act are applicable, we have complied 


                                       C-1
<PAGE>   168
          with the additional conditions therein, including (if applicable)
          sending a confirmation or other notice stating that the Securities may
          be offered and sold during the distribution compliance period
          specified in Rule 903(c)(2) or (3), as applicable, only in accordance
          with the provisions of Regulation S; pursuant to registration of the
          Securities under the Securities Act; or pursuant to another available
          exemption from the registration requirements under the Securities Act;
          and

               (7) if the sale is made during a distribution compliance period
          and the provisions of Rule 903(c)(3) are applicable thereto, we
          confirm that such sale has been made in accordance with such
          provisions.

               You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby. Terms used in this certificate have the
meanings set forth in Regulation S.

                                          Very truly yours,

                                          [Name of Transferor]


                                          By:
                                              --------------------------------
                                              Authorized Signature


                                      C-2
<PAGE>   169

                                                                     EXHIBIT D



              [FORM OF NOTATION ON SECURITY RELATING TO GUARANTY]

                                    GUARANTY


         ________________, a _________________ corporation (the "Guarantor,"
which term includes any successor under the Indenture (the "Indenture") referred
to in the Security upon which this notation is endorsed), hereby unconditionally
and irrevocably guarantees on a senior subordinated basis, jointly and severally
with each other Guarantor of the Securities, to each Holder and to the Trustee
and its successors and assigns (a) the full and prompt payment (within
applicable grace periods) of principal of and interest on the Securities when
due, whether at maturity, by acceleration, by redemption or otherwise, and all
other monetary obligations of the Company under this Indenture and the
Securities and (b) the full and prompt performance within applicable grace
periods of all other obligations of the Company under the Indenture and the
Securities, subject to certain limitations set forth in the Indenture (all the
foregoing being hereinafter collectively called the "Guaranty Obligations"). The
Guarantor further agrees that the Guaranty Obligations may be extended or
renewed, in whole or in part, without notice or further assent from such
Guarantor, and that such Guarantor will remain bound under Article XIII of the
Indenture notwithstanding any extension or renewal of any Guaranty Obligation.
Capitalized terms used herein have the meanings assigned to them in the
Indenture unless otherwise indicated.

         Subject to the terms of the Indenture, this Guaranty shall be binding
upon the Guarantor and its successors and assigns and shall inure to the benefit
of the successors and assigns of the Trustee and the Holders and, in the event
of any transfer or assignment of rights by any Holder or the Trustee, the rights
and privileges herein conferred upon that party shall automatically extend to
and be vested in such transferee or assignee, all subject to the terms and
conditions hereof.

         This Guaranty shall not be valid or obligatory for any purpose until
the certificate of authentication on the Security upon which this Guaranty is
noted shall have been executed by the Trustee under the Indenture by the
signature of one of its authorized officers.

         The obligations of the Guarantor to the Holders of Securities and to
the Trustee pursuant to this Guaranty and the 


                                      D-1
<PAGE>   170
Indenture are expressly subordinated to all Guarantor Senior Indebtedness and
senior in right of payment to all Guarantor Subordinated Indebtedness, in each
case to the extent set forth in Section 13.9 and Article XIV of the Indenture,
and reference is hereby made to such Indenture for the precise terms of such
subordination.

         Notwithstanding any other provision of the Indenture or this Guaranty,
under the Indenture and this Guaranty the maximum aggregate amount of the
obligations guaranteed by the Guarantor shall not exceed the maximum amount that
can be guaranteed without rendering the Indenture or this Guaranty, as it
relates to such Guarantor, voidable under applicable federal or state law
relating to fraudulent conveyance or fraudulent transfer. This Guaranty shall be
governed by the internal laws of the State of New York, without regard to
conflict of laws provisions thereof.

                                           [Name of Guarantor]


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

                                      D-2