<PAGE>

                                                                     EXHIBIT 4.1

                                                                  EXECUTION COPY

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                          VOLUME SERVICES AMERICA, INC.

                   11 1/4% SENIOR SUBORDINATED NOTES DUE 2009

                                   ----------

                                    INDENTURE

                            DATED AS OF MARCH 4, 1999

                                   ----------

                  NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION,

                                     TRUSTEE

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                                TABLE OF CONTENTS

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                                                                                                          PAGE
<S>                                                                                                       <C>
ARTICLE 1 Definition And Incorporation By Reference.....................................................    1
         SECTION 1.01.     Definitions..................................................................    1
         SECTION 1.02.     Other Definitions............................................................   20
         SECTION 1.03.     Incorporation by Reference of Trust Indenture Act............................   20
         SECTION 1.04.     Rules of Construction........................................................   21

ARTICLE 2 The Securities................................................................................   21
         SECTION 2.01.     Amount of Securities; Issuable in Series.....................................   21
         SECTION 2.02.     Form and Dating..............................................................   23
         SECTION 2.03.     Execution and Authentication.................................................   23
         SECTION 2.04.     Registrar and Paying Agent...................................................   23
         SECTION 2.05.     Paying Agent To Hold Money in Trust..........................................   24
         SECTION 2.06.     Securityholder Lists.........................................................   24
         SECTION 2.07.     Transfer and Exchange........................................................   24
         SECTION 2.08.     Replacement Securities.......................................................   25
         SECTION 2.09.     Outstanding Securities.......................................................   26
         SECTION 2.10.     Temporary Securities.........................................................   26
         SECTION 2.11.     Cancelation..................................................................   26
         SECTION 2.12.     CUSIP Numbers................................................................   26

ARTICLE 3 Redemption....................................................................................   27
         SECTION 3.01.     Notices to Trustee...........................................................   27
         SECTION 3.02.     Selection of Securities to Be Redeemed.......................................   27
         SECTION 3.03.     Notice of Redemption.........................................................   27
         SECTION 3.04.     Effect of Notice of Redemption...............................................   28
         SECTION 3.05.     Deposit of Redemption Price..................................................   28
         SECTION 3.06.     Securities Redeemed in Part..................................................   29

ARTICLE 4 Covenants.....................................................................................   29
         SECTION 4.01.     Payment of Securities........................................................   29
         SECTION 4.02.     Report and Other Information.................................................   29
         SECTION 4.03.     Limitations on Incurrence of Indebtedness and Issuance of
              Disqualified Stock and-Preferred Stock....................................................   30
         SECTION 4.04.     Limitation on Restricted Payments............................................   33
         SECTION 4.05.     Dividend and Other Payment Restrictions Affecting Subsidiaries...............   38
         SECTION 4.06.     Asset Sales..................................................................   39
         SECTION 4.07.     Transactions with Affiliates.................................................   42
         SECTION 4.08.     Liens........................................................................   43
         SECTION 4.09.     Change of Control............................................................   43
         SECTION 4.10.     Compliance Certificate.......................................................   45
         SECTION 4.11.     Further Instruments and Acts.................................................   45
         SECTION 4.12.     Future Guarantors............................................................   45
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<S>                                                                                                        <C>
ARTICLE 5 Successor Company.............................................................................   45
         SECTION 5.01.     Merger, Consolidation or Sale of All or Substantially All Assets.............   45

ARTICLE 6 Defaults And Remedies.........................................................................   47
         SECTION 6.01.     Events of Default............................................................   47
         SECTION 6.02.     Acceleration.................................................................   49
         SECTION 6.03.     Other Remedies...............................................................   49
         SECTION 6.04.     Waiver of Past Defaults......................................................   50
         SECTION 6.05.     Control by Majority..........................................................   50
         SECTION 6.06.     Limitation on Suits..........................................................   50
         SECTION 6.07.     Rights of Holders to Receive Payment.........................................   51
         SECTION 6.08.     Collection Suit by Trustee...................................................   51
         SECTION 6.09.     Trustee May File Proofs of Claim.............................................   51
         SECTION 6.10.     Priorities...................................................................   51
         SECTION 6.11.     Undertaking for Costs........................................................   52
         SECTION 6.12.     Waiver of Stay or Extension Law..............................................   52

ARTICLE 7 Trustee.......................................................................................   52
         SECTION 7.01.     Duties of Trustee............................................................   52
         SECTION 7.02.     Rights of Trustee............................................................   53
         SECTION 7.03.     Individual Right of Trustee..................................................   54
         SECTION 7.04.     Trustee's Disclaimer.........................................................   54
         SECTION 7.05.     Notice of Defaults...........................................................   54
         SECTION 7.06.     Reports by Trustee to Holders................................................   54
         SECTION 7.07.     Compensation and Indemnity...................................................   55
         SECTION 7.08.     Replacement of Trustee.......................................................   55
         SECTION 7.09.     Successor Trustee by Merger..................................................   56
         SECTION 7.10.     Eligibility; Disqualification................................................   57
         SECTION 7.11.     Preferential Collection of Claims Against Company............................   57

ARTICLE 8 Discharge Of Indenture Defeasance.............................................................   58
         SECTION 8.01.     Discharge of Liability on Securities; Defeasance.............................   58
         SECTION 8.02.     Conditions to Defeasance.....................................................   59
         SECTION 8.03.     Application of Trust Money...................................................   60
         SECTION 8.04.     Repayment to Company.........................................................   60
         SECTION 8.05.     Indemnity for Government Obligations.........................................   60
         SECTION 8.06.     Reinstatement................................................................   60

ARTICLE 9 Amendments....................................................................................   60
         SECTION 9.01.     Without Consent of Holders...................................................   60
         SECTION 9.02.     With Consent of Holders......................................................   61
         SECTION 9.03.     Compliance with Trust Indenture Act..........................................   62
         SECTION 9.04.     Revocation and Effect of Consent and Waivers.................................   62
         SECTION 9.05.     Notation on or Exchange of Securities........................................   63
         SECTION 9.06.     Trustee To Sign Amendments...................................................   63
         SECTION 9.07.     Payment for Consent..........................................................   63
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                                       -ii

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<S>                                                                                                        <C>
ARTICLE 10 Subordination................................................................................   64
         SECTION 10.01.    Agreement To Subordinate.....................................................   64
         SECTION 10.02.    Liquidation, Dissolution, Bankruptcy.........................................   64
         SECTION 10.03.    Default on Senior Indebtedness...............................................   64
         SECTION 10.04.    Acceleration of Payment of Securities........................................   65
         SECTION 10.05.    When Distribution Must Be Paid Over..........................................   65
         SECTION 10.06.    Subrogation..................................................................   66
         SECTION 10.07.    Relative Rights..............................................................   66
         SECTION 10.08.    Subordination May Not Be Impaired by Company.................................   66
         SECTION 10.09.    Rights of Trustee and Paying Agent...........................................   66
         SECTION 10.10.    Distribution or Notice to Representative.....................................   66
         SECTION 10.11.    Article 10 Not To Prevent Events of Default or Limit Right To Accelerate.....   67
         SECTION 10.12.    Trust Moneys Not Subordinated................................................   67
         SECTION 10.13.    Trustee Entitled To Rely.....................................................   67
         SECTION 10.14.    Trustee To Effectuate Subordination..........................................   67
         SECTION 10.15.    Trustee Not Fiduciary for Holders of Senior Indebtedness.....................   67
         SECTION 10.16.    Reliance by Holders of Senior Indebtedness on Subordination Provisions.......   68
         SECTION 10.17.    Trustee's Compensation Not Prejudiced........................................   68
         SECTION 10.18.    Defeasance...................................................................   68

ARTICLE 11 Guarantees...................................................................................   68
         SECTION 11.01.    Guarantee....................................................................   68
         SECTION 11.02.    Limitation on Liability......................................................   70
         SECTION 11.03.    Successors and Assigns.......................................................   71
         SECTION 11.04.    No Waiver....................................................................   71
         SECTION 11.05.    Modification.................................................................   71
         SECTION 11.06.    Execution of Supplemental Indenture for Future Guarantors....................   71

ARTICLE 12 Subordination Of The Guarantees..............................................................   71
         SECTION 12.01.    Agreement To Subordinate.....................................................   71
         SECTION 12.02.    Liquidation, Dissolution Bankruptcy..........................................   72
         SECTION 12.03.    Default on Designated Senior Indebtedness of a Guarantor.....................   72
         SECTION 12.04.    Demand for Payment...........................................................   73
         SECTION 12.05.    When Distribution Must Be Paid Over..........................................   73
         SECTION 12.06.    Subrogation..................................................................   73
         SECTION 12.07.    Relative Rights..............................................................   73
         SECTION 12.08.    Subordination May Not Be Impaired by a Guarantor.............................   74
         SECTION 12.09.    Right of Trustee and Paying Agent............................................   74
         SECTION 12.10.    Distribution or Notice to Representative.....................................   74
         SECTION 12.11.    Article 12 Not To Prevent Events of Default or Limit Right To Accelerate.....   74
         SECTION 12.12.    Trustee Entitled To Rely.....................................................   74
         SECTION 12.13.    Trustee To Effectuate Subordination..........................................   75
         SECTION 12.14.    Trustee Not Fiduciary for Holders of Senior Indebtedness of Guarantor........   75
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                                      -iii

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<S>                                                                                                        <C>
         SECTION 12.15.    Reliance by Holders of Senior Indebtedness of a Guarantor on
              Subordination Provisions..................................................................   75
         SECTION 12.16.    Defeasance...................................................................   75

ARTICLE 13 Miscellaneous................................................................................   75
         SECTION 13.01.    Trust Indenture Act Controls.................................................   75
         SECTION 13.02.    Notices......................................................................   76
         SECTION 13.03.    Communication by Holders with Other Holders..................................   76
         SECTION 13.04.    Certificate and Opinion as to Conditions Precedent...........................   76
         SECTION 13.05.    Statements Required in Certificate or Opinion................................   77
         SECTION 13.06.    When Securities Disregarded..................................................   77
         SECTION 13.07.    Rules by Trustee, Paying Agent and Registrar.................................   77
         SECTION 13.08.    Legal Holidays...............................................................   77
         SECTION 13.09.    GOVERNING LAW................................................................   77
         SECTION 13.10.    No Recourse Against Others...................................................   77
         SECTION 13.11.    Successors...................................................................   78
         SECTION 13.12.    Multiple Originals...........................................................   78
         SECTION 13.13.    Table of Contents; Headings..................................................   78
</TABLE>

Appendix A        -   Provisions Relating to Original Securities, Additional
                      Securities, Exchange Securities and
                      Private Exchange Securities

Exhibit A         -   Form of Initial Security

Exhibit B         -   Form of Exchange Security

Exhibit C         -   Form of Supplemental Indenture

Exhibit D         -   Form of Transferee Letter of Representation

                                       -iv

<PAGE>

                  INDENTURE dated as of March 4, 1999, among VOLUME SERVICES
AMERICA, INC., a Delaware corporation (the "Company"), VOLUME SERVICES AMERICA
HOLDINGS, INC. ("Volume Holdings"), each subsidiary of the Company listed on the
signature pages hereto and NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION, a
national banking association, as trustee (the "Trustee").

                  Each party agrees as follows for the benefit of the other
parties and for the equal and ratable benefit of the Holders of (i) the
Company's 11 1/4% Senior Subordinated Notes due 2009 issued on the date hereof
(the "Original Securities"), (ii) any Additional Securities (as defined herein)
that may be issued on any Issue Date (all such Securities in clauses (i) and
(ii) being referred to collectively as the "Initial Securities"), (iii) if and
when issued as provided in a Registration Agreement (as defined in Appendix A
hereto (the "Appendix")), the Company's 11 1/4% Senior Subordinated Notes due
2009 issued in a Registered Exchange Offer (as defined in the Appendix) in
exchange for any Initial Securities (the "Exchange Securities") and (iv) if and
when issued as provided in a Registration Agreement, the Private Exchange
Securities (as defined in the Appendix, and together with the Initial Securities
and any Exchange Securities issued hereunder, the "Securities") issued in a
Private Exchange (as defined in the Appendix). Except as otherwise provided
herein, the Securities shall be limited to $200,000,000 in aggregate principal
amount outstanding, of which $100,000,000 in aggregate principal amount shall be
initially issued on the date hereof. Subject to the conditions and in compliance
with the covenants set forth herein, the Company may issue up to $100,000,000
aggregate principal amount of Additional Securities.

                                   ARTICLE 1

                    Definition And Incorporation By Reference

                  SECTION 1.01.     Definitions.

                  "Acquired Indebtedness" means, with respect to any specified
Person, (i) Indebtedness of any other Person existing at the time such other
Person is merged with or into or became a Restricted Subsidiary of such
specified Person and (ii) Indebtedness secured by a Lien encumbering any asset
acquired by such specified Person, in each case, other than Indebtedness
Incurred as consideration in, in contemplation of, or to provide all or any
portion of the funds or credit support utilized to consummate, the transaction
or series of related transactions pursuant to which such Restricted Subsidiary
became a Restricted Subsidiary or was otherwise acquired by such Person, or such
asset was acquired by such Person, as applicable.

                  "Additional Securities" means up to $100,000,000 aggregate
principal amount of 11 1/4% Senior Subordinated Notes due 2009 issued under the
terms of this Indenture subsequent to the Closing Date.

                  "Affiliate" of any specified Person means any other Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For purposes of this definition,
"control" (including, with correlative meanings, the terms "controlling",
"controlled by" and "under common control with"), as used with respect to any
Person, means the possession, directly or indirectly, of the power to direct or
cause the

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                                                                               2

direction of the management or policies of such Person, whether through the
ownership of voting securities, by agreement or otherwise. For purposes of
Section 4.06 and 4.07 only, "Affiliate" shall also mean any beneficial owner of
shares representing 10% or more of the total voting power of the Voting Stock
(on a fully diluted basis) of the Company or Volume Holdings or of rights or
warrants to purchase such Voting Stock (whether or not currently exercisable)
and any Person who would be an Affiliate of any such beneficial owner pursuant
to the first sentence hereof.

                  "Applicable Premium" means with respect to a Security at any
redemption date, the greater of (i) 1.0% of the principal amount of such
Security or (ii) the excess of (A) the present value of (1) the redemption price
of such Security at March 1, 2004 (such redemption price being set forth in
paragraph 5 of the Security) plus (2) all required interest payments due on such
Security through March 1, 2004, computed using a discount rate equal to the
Treasury Rate plus 50 basis points, over (B) the then-outstanding principal
amount of such Security.

                  "Asset Sale" means (i) the sale, conveyance, transfer or other
disposition (whether in a single transaction or a series of related
transactions) of property or assets (including by way of a Sale/Leaseback
Transaction) of the Company or any Restricted Subsidiary (each referred to in
this definition as a "disposition") or (ii) the issuance or sale of Equity
Interests of any Restricted Subsidiary (other than to the Company or another
Restricted Subsidiary) (whether in a single transaction or a series of related
transactions), in each case other than: (a) a disposition of Cash Equivalents or
Investment Grade Securities or obsolete or worn out equipment in the ordinary
course of business; (b) the disposition of all or substantially all of the
assets of the Company in a manner permitted pursuant to Section 5.01 or any
disposition that constitutes a Change of Control; (c) any Restricted Payment or
Permitted Investment that is permitted to be made, and is made, under Section
4.04; (d) any disposition of assets with an aggregate Fair Market Value of less
than $2,000,000; (e) any disposition of property or assets by a Restricted
Subsidiary to the Company or by the Company or a Restricted Subsidiary to a
Restricted Subsidiary; (f) any exchange of like property pursuant to Section
1031 of the Internal Revenue Code of 1986, as amended, for use in a Similar
Business; (g) sales of assets received by the Company upon the foreclosure on a
Lien; (h) any sale of Equity Interests in, or Indebtedness or other securities
of, an Unrestricted Subsidiary; and (i) sales of inventory in the ordinary
course of business consistent with past practices and sales of equipment upon
termination of a contract with a client entered into in the ordinary course of
business pursuant to the terms of such contract.

                  "Bank Indebtedness" means any and all amounts payable under or
in respect of the Credit Agreement, the other Senior Credit Documents and any
Refinancing Indebtedness with respect thereto, as amended from time to time,
including principal, premium (if any), interest (including interest accruing on
or after the filing of any petition in bankruptcy or for reorganization relating
to the Company whether or not a claim for post-filing interest is allowed in
such proceedings), fees, charges, expenses, reimbursement obligations,
guarantees and all other amounts payable thereunder or in respect thereof.

                  "Blackstone" means Blackstone Capital Partners II Merchant
Banking Fund L.P. and its Affiliates.

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                                                                               3

                  "Board of Directors" means the Board of Directors of the
Company or any committee thereof duly authorized to act on behalf of such Board.

                  "Business Day" means a day other than a Saturday, Sunday or
other day on which banking institutions in New York State are authorized or
required by law to close.

                  "Capitalized Lease Obligation" means, at the time any
determination thereof is to be made, the amount of the liability in respect of a
capital lease that would at such time be required to be capitalized and
reflected as a liability on a balance sheet (excluding the footnotes thereto) in
accordance with GAAP.

                  "Capital Stock" means (i) in the case of a corporation,
corporate stock, (ii) in the case of an association or business entity, any and
all shares, interests, participations, rights or other equivalents (however
designated) of corporate stock, (iii) in the case of a partnership or limited
liability company, partnership or membership interests (whether general or
limited), and (iv) any other interest or participation that confers on a Person
the right to receive a share of the profits and losses of, or distributions of
assets of, the issuing Person.

                  "Cash Equivalents" means (i) U.S. dollars and foreign currency
exchanged into U.S. dollars within 180 days, (ii) securities issued or directly
and fully guaranteed or insured by the United States government or any agency or
instrumentality thereof, (iii) certificates of deposit, time deposits and
eurodollar time deposits with maturities of one year or less from the date of
acquisition, bankers' acceptances with maturities not exceeding one year and
overnight bank deposits, in each case with any commercial bank having capital
and surplus in excess of $500,000,000 and whose long-term debt is rated "A" or
the equivalent thereof by Moody's or S&P, (iv) repurchase obligations for
underlying securities of the types described in clauses (ii) and (iii) above
entered into with any financial institution meeting the qualifications specified
in clause (iii) above, (v) commercial paper issued by a corporation (other than
an Affiliate of the Company) rated at least "A-2" or the equivalent thereof by
Moody's or S&P and in each case maturing within one year after the date of
acquisition, (vi) investment funds investing at least 95% of their assets in
securities of the types described in clauses (i) through (v) above, (vii)
readily marketable direct obligations issued by any state of the United States
of America or any political subdivision thereof having one of the two highest
rating categories obtainable from either Moody's or S&P, and (viii) Indebtedness
or preferred stock issued by Persons (other than Blackstone, GE Capital or their
Affiliates) with a rating of "A" or higher from S&P or "A-2" or higher from
Moody's.

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

                  (i) the sale, lease or transfer, in one or a series of related
         transactions, of all or substantially all the assets of the Company and
         its Subsidiaries, taken as a whole, to a Person other than the
         Permitted Holders;

                  (ii) (A) the Company becomes aware (by way of a report or any
         other filing pursuant to Section 13(d) of the Exchange Act, proxy,
         vote, written notice or otherwise) of the acquisition by any Person or
         group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of
         the Exchange Act, or any successor provision), including any group

<PAGE>

                                                                               4

         acting for the purpose of acquiring; holding or disposing of securities
         (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), other
         than the Permitted Holders, in a single transaction or in a related
         series of transactions, by way of merger, consolidation or other
         business combination or purchase of beneficial ownership (within the
         meaning of Rule 13d-3 under the Exchange Act, or any successor
         provision), of 35% or more of the total voting power of the Voting
         Stock of the Company or Volume Holdings and (B) the Permitted Holders
         beneficially own (as defined above), directly or indirectly, in the
         aggregate a lesser percentage of the total voting power of the Voting
         Stock of the Company or Volume Holdings, as applicable, than such other
         Person or group and do not have the right or ability by voting power,
         contract or otherwise to elect or designate for election a majority of
         the Board of Directors; or

                  (iii) during any one year period, individuals who at the
         beginning of such period constituted the board of directors of the
         Company or Volume Holdings (together with any new directors whose
         election by such board of directors or whose nomination for election by
         the shareholders of the Company or Volume Holdings, as applicable, was
         approved by a vote of a majority of the directors of the Company or
         Volume Holdings, as applicable, 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 or Volume Holdings, as applicable, then in office.

                  "Closing Date" means the date of this Indenture.

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

                  "Company" means the party named as such in this Indenture
until a successor replaces it and, thereafter, means the successor and, for
purposes of any provision contained herein and required by the TIA, each other
obligor on the indenture securities.

                  "Consolidated Depreciation and Amortization Expense" means
with respect to any Person for any period, the total amount of depreciation and
amortization expense (excluding amortization of deferred financing fees) of such
Person and its Restricted Subsidiaries for such period on a consolidated basis
and otherwise determined in accordance with GAAP.

                  "Consolidated Interest Expense" means, with respect to any
Person for any period, the sum, without duplication, of: (i) consolidated
interest expense of such Person and its Restricted Subsidiaries for such period,
to the extent such expense was deducted in computing Consolidated Net Income
(including amortization of original issue discount, the interest component of
Capitalized Lease Obligations (or any financing lease which has substantially
the same economic effect as a Capitalized Lease Obligation) and net payments and
receipts (if any) pursuant to Hedging Obligations and excluding amortization of
deferred financing fees), (ii) consolidated capitalized interest of such Person
and its Restricted Subsidiaries for such period, whether paid or accrued and
(iii) the earned discount or yield with respect to the sale of receivables.

<PAGE>

                                                                               5

                  "Consolidated Net Income" means, with respect to any Person
for any period, the aggregate of the Net Income of such Person and its
Restricted Subsidiaries for such period, on a consolidated basis; provided,
however, that (i) any net after-tax extraordinary gains or losses (less all fees
and expenses relating thereto) shall be excluded, (ii) any increase in
amortization or depreciation resulting from purchase accounting in relation to
any acquisition that is consummated after the Closing Date, net of taxes, shall
be excluded, (iii) the Net Income for such period shall not include the
cumulative effect of a change in accounting principles during such period, (iv)
any net after-tax income or loss from discontinued operations and any net
after-tax gains or losses on disposal of discontinued operations shall be
excluded, (v) any net after-tax gains or losses (less all fees and expenses
relating thereto) attributable to asset dispositions other than in the ordinary
course of business (as determined in good faith by the Board of Directors) shall
be excluded, (vi) the Net Income for such period of any Person that is not a
Subsidiary of such Person, or is an Unrestricted Subsidiary, or that is
accounted for by the equity method of accounting, shall be included only to the
extent of the amount of dividends or distributions or other payments paid in
cash (or to the extent converted into cash) to the referent Person or a
Restricted Subsidiary thereof in respect of such period, (vii) the Net Income of
any Person acquired in a pooling of interests transaction shall not be included
for any period prior to the date of such acquisition, and (viii) the Net Income
for such period of any Restricted Subsidiary shall be excluded to the extent
that the declaration or payment of dividends or similar distributions by such
Restricted Subsidiary of its Net Income is not at the date of determination
permitted without any prior governmental approval (which has not been obtained)
or, directly or indirectly, by the operation of the terms of its charter or any
agreement, instrument, judgment, decree, order, statute, rule or governmental
regulation applicable to that Restricted Subsidiary or its stockholders, unless
such restrictions with respect to the payment of dividends or in similar
distributions have been legally waived; provided that the net loss of any such
Restricted Subsidiary shall be included. Notwithstanding the foregoing, for the
purpose of Section 4.04 only, there shall be excluded from Consolidated Net
Income any dividends, repayments of loans or advances or other transfers of
assets from Unrestricted Subsidiaries to the Company or a Restricted Subsidiary
to the extent such dividends, repayments or transfers increase the amount of
Restricted Payments permitted under clauses (a)(3)(D) and (a)(3)(E) of Section
4.04.

                  "Contribution Indebtedness" means Indebtedness of the Company
in an aggregate principal amount not greater than the amount of all Specified
Cash Contributions, provided that such Contribution Indebtedness (i) has a
Stated Maturity later than the Stated Maturity of the Securities, (ii) is
Incurred substantially concurrently with such Specified Cash Contributions, and
(iii) is so designated as Contribution Indebtedness pursuant to an Officers'
Certificate on the Incurrence date thereof.

                  "Credit Agreement" means the credit agreement dated as of
December 3, 1998, as amended, restated, supplemented, waived, replaced,
restructured, repaid, refunded, refinanced or otherwise modified from time to
time, including any agreement extending the maturity thereof or otherwise
restructuring all or any portion of the Indebtedness under such agreement
(except to the extent that any such amendment, restatement, supplement, waiver,
replacement, refunding, refinancing or other modification thereto would be
prohibited by the terms of this Indenture, unless otherwise agreed to by the
Holders of at least a majority in aggregate principal amount of Securities at
the time outstanding), among the Company, Volume Holdings, the financial
institutions named therein and The Chase Manhattan Bank, as Administrative
Agent.

<PAGE>

                                                                               6

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

                  "Designated Noncash Consideration" means the Fair Market Value
of noncash consideration received by the Company or one of its Restricted
Subsidiaries in connection with an Asset Sale that is so designated as
Designated Noncash Consideration pursuant to an Officers' Certificate, setting
forth the basis of such valuation, less the amount of Cash Equivalents received
in connection with a subsequent sale of such Designated Noncash Consideration.

                  "Designated Preferred Stock" means Preferred Stock of the
Company (other than Disqualified Stock) that is issued for cash (other than to a
Subsidiary of the Company or an employee stock ownership plan or trust
established by the Company or any of its Subsidiaries) and is so designated as
Designated Preferred Stock, pursuant to an Officers' Certificate, on the
issuance date thereof, the cash proceeds of which are excluded from the
calculation set forth in Section 4.04(x)(3).

                  "Designated Senior Indebtedness" means, with respect to the
Company or a Guarantor, (i) the Bank Indebtedness and (ii) any other Senior
Indebtedness of the Company or such Guarantor which, at the date of
determination, has an aggregate principal amount outstanding of, or under which,
at the date of determination, the holders thereof, are committed to lend up to,
at least $15,000,000 and is specifically designated by the Company or such
Guarantor in the instrument evidencing or governing such Senior Indebtedness as
"Designated Senior Indebtedness" for purposes of this Indenture.

                  "Disqualified Stock" means, with respect to any Person, any
Capital Stock of such Person which, by its terms (or by the terms of any
security into which it is convertible or for which it is redeemable or
exchangeable), or upon the happening of any event, (i) matures or is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, (ii) is
convertible or exchangeable for Indebtedness or Disqualified Stock, or (iii) is
redeemable at the option of the holder thereof, in whole or in part, in each
case prior to the fast anniversary of the maturity date of the Securities;
provided, however, that only the portion of Capital Stock which so matures or is
mandatorily redeemable, is so convertible or exchangeable or is so redeemable at
the option of the holder thereof prior to such first anniversary shall be deemed
to be Disqualified Stock; provided further, however, that if such Capital Stock
is issued to any employee or to any plan for the benefit of employees of the
Company or its Subsidiaries or by any such plan to such employees, such Capital
Stock shall not constitute Disqualified Stock solely because it may be required
to be repurchased by the Company in order to satisfy applicable statutory or
regulatory obligations or as a result of such employee's termination, death or
disability.

                  "EBITDA" means, with respect to any Person for any period, the
Consolidated Net Income of such Person for such period plus, without
duplication, (i) provision for taxes based on income or profits of such Person
for such period deducted in computing Consolidated Net Income, plus (ii)
Consolidated Interest Expense of such Person for such period to the extent the
same was deducted in computing Consolidated Net Income, plus (iii) Consolidated
Depreciation and Amortization Expense of such Person for such period to the
extent such Consolidated Depreciation and Amortization Expense was deducted in
computing Consolidated Net Income, plus (iv) any non-recurring fees, expenses or
charges related to any Equity Offering,

<PAGE>

                                                                               7

Permitted Investment, acquisition or Indebtedness permitted to be Incurred by
this Indenture (in each case, whether or not successful), including any such
fees, expenses or charges related to the Transactions (including fees to
Blackstone), deducted in such period in computing Consolidated Net Income, plus
(v) the amount of any nonrecurring charges related to client contract
terminations, one-time severance costs related to the Acquisition or one-time
severance costs incurred in connection with acquisitions consummated after the
Closing Date deducted in such period in computing Consolidated Net Income, plus
(vi) any other noncash charges reducing Consolidated Net Income for such period
(excluding any such charge which consists of or requires an accrual of, or cash
reserve for, anticipated cash charges for any future period), plus (vii) the
amount of annual management, monitoring, consulting and advisory fees and
related expenses paid to Blackstone and GE Capital deducted in such period in
computing Consolidated Net Income in an amount not to exceed $1,500,000 during
any fiscal year, less, without duplication, (viii) noncash items increasing
Consolidated Net Income of such Person for such period (excluding any items
which represent the reversal of any accrual of, or cash reserve for, anticipated
cash charges in any prior period). Notwithstanding the foregoing, the provision
for taxes based on the income or profits of, and the depreciation and
amortization of, a Subsidiary of the Company shall be added to Consolidated Net
Income to compute EBITDA only to the extent (and in the same proportion) that
the Net Income of such Subsidiary was included in calculating Consolidated Net
Income and only if a corresponding amount would be permitted at the date of
determination to be dividended to the Company by such Subsidiary without prior
approval (that has not been obtained), pursuant to the terms of its charter and
all agreements, instruments, judgments, decrees, orders, statutes, rules and
governmental regulations applicable to such Subsidiary or its stockholders.

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

                  "Equity Offering" means any public or private sale of common
stock or Preferred Stock of the Company or Volume Holdings (other than
Disqualified Stock), other than (i) public offerings with respect to the
Company's common stock registered on Form S-8 and (ii) any such public or
private sale that constitutes an Excluded Contribution or a Specified Cash
Contribution.

                  "Exchange Act" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the SEC promulgated thereunder.

                  "Exchange Offer Registration Statement" has the meaning
assigned to it in the Registration Agreement dated the date hereof.

                  "Excluded Contributions" means the net cash proceeds (other
than Specified Cash Contributions) received by the Company after the Closing
Date from (i) contributions to its common equity capital and (ii) the sale
(other than to a Subsidiary of the Company or to any Company or Subsidiary
management equity plan or stock option plan or any other management or employee
benefit plan or agreement) of Capital Stock (other than Disqualified Stock and
Designated Preferred Stock) of the Company, in each case designated as Excluded
Contributions pursuant to an Officers' Certificate executed by an Officer of the
Company, the cash proceeds of which are excluded from the calculation set forth
in Section 4.04(a)(3).

<PAGE>

                                                                               8

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

                  "Fixed Charge Coverage Ratio" means, with respect to any
Person for any period, the ratio of EBITDA of such Person for such period to the
Fixed Charges of such Person for such period. In the event that the Company or
any of its Restricted Subsidiaries Incurs or redeems any Indebtedness (other
than in the case of revolving credit borrowings, in which case interest expense
shall be computed based upon the average daily balance of such Indebtedness
during the applicable period) or issues or redeems Preferred Stock subsequent to
the commencement of the period for which the Fixed Charge Coverage Ratio is
being calculated but prior to the event for which the calculation of the Fixed
Charge Coverage Ratio is made (the "Calculation Date"), then the Fixed Charge
Coverage Ratio shall be calculated giving pro forma effect to such Incurrence or
redemption of Indebtedness, or such issuance or redemption of Preferred Stock,
as if the same had occurred at the beginning of the applicable four-quarter
period. For purposes of making the computation referred to above, Investments,
acquisitions, dispositions, mergers, consolidations and discontinued operations
(as determined in accordance with GAAP), in each case with respect to an
operating unit of a business, that have been made by the Company or any of its
Restricted Subsidiaries during the four-quarter reference period or subsequent
to such reference period and on or prior to or simultaneously with the
Calculation Date shall be calculated on a pro forma basis assuming that all such
Investments, acquisitions, dispositions, discontinued operations, mergers and
consolidations (and the reduction of any associated fixed charge obligations and
the change in EBITDA resulting therefrom) had occurred on the first day of the
four-quarter reference period. If since the beginning of such period any Person
(that subsequently became a Restricted Subsidiary or was merged with or into the
Company or any Restricted Subsidiary since the beginning of such period) shall
have made any Investment, acquisition, disposition, discontinued operation,
merger or consolidation, in each case with respect to an operating unit of a
business, that would have required adjustment pursuant to this definition, then
the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect
thereto for such period as if such Investment, acquisition, disposition,
discontinued operation, merger or consolidation had occurred at the beginning of
the applicable four-quarter period. For purposes of this definition, whenever
pro forma effect is to be given to any transaction, the pro forma calculations
shall be made in good faith by a responsible financial or accounting officer of
the Company. If any Indebtedness bears a floating rate of interest and is being
given pro forma effect, the interest on such Indebtedness shall be calculated as
if the rate in effect on the Calculation Date had been the applicable rate for
the entire period (taking into account any Hedging Obligations applicable to
such Indebtedness if such Hedging Obligation has a remaining term in excess of
12 months). Interest on a Capitalized Lease Obligation shall be deemed to accrue
at an interest rate reasonably determined by a responsible financial or
accounting officer of the Company to be the rate of interest implicit in such
Capitalized Lease Obligation in accordance with GAAP. For purposes of making the
computation referred to above, interest on any Indebtedness under a revolving
credit facility computed on a pro forma basis shall be computed based upon the
average daily balance of such Indebtedness during the applicable period.
Interest on Indebtedness that 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 rate, shall be deemed to have been based upon the rate actually
chosen, or, if none, then based upon such optional rate chosen as the

<PAGE>

                                                                               9

Company may designate. Any such pro forma calculation may include adjustments
appropriate, in the reasonable determination of the Company as set forth in an
Officers' Certificate, to reflect operating expense reductions reasonably
expected to result from any acquisition or merger.

                  "Fixed Charges" means, with respect to any Person for any
period, the sum of (i) Consolidated Interest Expense of such Person for such
period and (ii) all cash dividend payments (excluding items eliminated in
consolidation) on any series of Preferred Stock or Disqualified Stock of such
Person and its Subsidiaries.

                  "Foreign Subsidiary" means any Restricted Subsidiary not
organized or existing under the laws of the United States of America or any
state or territory thereof.

                  "GAAP" means generally accepted accounting principles set
forth in the opinions and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as have been approved by a significant segment
of the accounting profession, which are in effect on the Closing Date. For the
purposes of this Indenture, the term "consolidated" with respect to any Person
shall mean such Person consolidated with its Restricted Subsidiaries, and shall
not include any Unrestricted Subsidiary, but the interest of such Person in an
Unrestricted Subsidiary shall be accounted for as an Investment.

                  "GE Capital" means General Electric Capital Corporation and
its Affiliates.

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

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

                  "Guarantee" means any guarantee of the obligations of the
Company under this Indenture and the Securities by any Person in accordance with
the provisions of this Indenture.

<PAGE>

                                                                              10

                  "Guarantor" means any Person that Incurs a Guarantee; provided
that upon the release or discharge of such Person from its Guarantee in
accordance with this Indenture, such Person ceases to be a Guarantor.

                  "Hedging Obligations" means, with respect to any Person, the
obligations of such Person under (i) currency exchange, interest rate or
commodity swap agreements, currency exchange, interest rate or commodity cap
agreements and currency exchange, interest rate or commodity collar agreements
and (ii) other agreements or arrangements designed to protect such Person
against fluctuations in currency exchange, interest rates or commodity prices.

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

                  "Incur" means issue, assume, guarantee, incur or otherwise
become liable for; provided, however, that any Indebtedness or Capital Stock of
a Person existing at the time such Person becomes a Subsidiary (whether by
merger, consolidation, acquisition or otherwise) shall be deemed to be Incurred
by such Person at the time it becomes a Subsidiary.

                  "Indebtedness" means, with respect to any Person, (i) the
principal and premium (if any) of any indebtedness of such Person, whether or
not contingent, (a) in respect of borrowed money, (b) evidenced by bonds, notes,
debentures or similar instruments or letters of credit or bankers' acceptances
(or, without duplication, reimbursement agreements in respect thereof), (c)
representing the deferred and unpaid purchase price of any property, except any
such balance that constitutes a trade payable or similar obligation to a trade
creditor due within six months from the date on which it is Incurred, in each
case Incurred in the ordinary course of business, which purchase price is due
more than six months after the date of placing the property in service or taking
delivery and title thereto, (d) in respect of Capitalized Lease Obligations, or
(e) representing any Hedging Obligations, if and to the extent that any of the
foregoing Indebtedness (other than letters of credit and Hedging Obligations)
would appear as a liability on a balance sheet (excluding the footnotes thereto)
of such Person prepared in accordance with GAAP, (ii) to the extent not
otherwise included, any obligation of such Person to be liable for, or to pay,
as obligor, guarantor or otherwise, on the Indebtedness of another Person (other
than by endorsement of negotiable instruments for collection in the ordinary
course of business), and (iii) to the extent not otherwise included,
Indebtedness of another Person secured by a Lien on any asset owned by such
Person (whether or not such Indebtedness is assumed by such Person); provided,
however, that the amount of such Indebtedness will be the lesser of (a) the Fair
Market Value of such asset at such date of determination and (b) the amount of
such Indebtedness of such other Person; provided, further, that any obligation
of the Company or any Restricted Subsidiary in respect of (i) minimum guaranteed
commissions, or other similar payments, to clients or (ii) indemnification
obligations to clients, in each case pursuant to contracts to provide services
to clients entered into in the ordinary course of business shall be deemed not
to constitute Indebtedness.

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

                  "Independent Financial Advisor" means an accounting, appraisal
or investment banking firm or consultant to Persons engaged in a Similar
Business, in each case of nationally

<PAGE>

                                                                              11

recognized standing that is, in the good faith determination of the Company,
qualified to perform the task for which it has been engaged.

                  "Investment Grade Securities" means (i) securities issued or
directly and fully guaranteed or insured by the United States government or any
agency or instrumentality thereof (other than Cash Equivalents), (ii) debt
securities or debt instruments (other than those issued by Blackstone, GE
Capital or any of their Affiliates) with a rating of BBB- or higher by S&P or
Baa3 or higher by Moody's or the equivalent of such rating by such rating
organization, or if no rating of S&P or Moody's then exists, the equivalent of
such rating by any other nationally recognized securities rating agency, but
excluding any debt securities or instruments constituting loans or advances
among the Company and its Subsidiaries, and (iii) investments in any fund that
invests exclusively in investments of the type described in clauses (i) and (ii)
which fund may also hold immaterial amounts of cash pending investment and/or
distribution.

                  "Investments" means, with respect to any Person, all
investments by such Person in other Persons (including Affiliates) in the form
of loans (including guarantees), advances or capital contributions (excluding
accounts receivable, trade credit and advances to customers and commission,
travel and similar advances to officers, employees and consultants made in the
ordinary course of business), purchases or other acquisitions for consideration
(including agreements providing for the adjustment of purchase price) of
Indebtedness, Equity Interests or other securities issued by any other Person
and investments that are required by GAAP to be classified on the balance sheet
of the Company in the same manner as the other investments included in this
definition to the extent such transactions involve the transfer of cash or other
property. For purposes of the definition of "Unrestricted Subsidiary" and
Section 4.04, (i) "Investments" shall include the portion (proportionate to the
Company's equity interest in such Subsidiary) of the Fair Market Value of the
net assets of a Subsidiary of the Company at the time that such Subsidiary is
designated an Unrestricted Subsidiary; provided, however, that upon a
redesignation of such Subsidiary as a Restricted Subsidiary, the Company shall
be deemed to continue to have a permanent "Investment" in an Unrestricted
Subsidiary equal to an amount (if positive) equal to (x) the Company's
"Investment" in such Subsidiary at the time of such redesignation less (y) the
portion (proportionate to the Company's equity interest in such Subsidiary) of
the Fair Market Value of the net assets of such Subsidiary at the time of such
redesignation; and (ii) any property transferred to or from an Unrestricted
Subsidiary shall be valued at its Fair Market Value at the time of such
transfer, in each case as determined in good faith by the Board of Directors.

                  "Issue Date", with respect to any Initial Securities, means
the date on which the Initial Securities are originally issued.

                  "Lien" means, with respect to any asset, any mortgage, lien,
pledge, charge, security interest or encumbrance of any kind in respect of such
asset, whether or not filed, recorded or otherwise perfected under applicable
law (including any conditional sale or other title retention agreement, any
lease in the nature thereof, any option or other agreement to sell or give a
security interest in and any filing of or agreement to give any financing
statement under the Uniform Commercial Code (or equivalent statutes) of any
jurisdiction); provided that in no event shall an operating lease be deemed to
constitute a Lien.

<PAGE>

                                                                              12

                  "liquidated damages" means any liquidated damages payable
under a Registration Agreement.

                  "Management Group" means the group consisting of the
directors, executive officers and other personnel of the Company and Volume
Holdings on the Closing Date.

                  "Moody's" means Moody's Investors Service, Inc.

                  "Net Income" means, with respect to any Person, the net income
(loss) of such Person, determined in accordance with GAAP and before any
reduction in respect of Preferred Stock dividends.

                  "Net Proceeds" means the aggregate cash proceeds received by
the Company or any of its Restricted Subsidiaries in respect of any Asset Sale
(including, without limitation, any cash received in respect of or upon the sale
or other disposition of any Designated Noncash Consideration received in any
Asset Sale and any cash payments received by way of deferred payment of
principal pursuant to a note or installment receivable or otherwise, but only as
and when received, but excluding the assumption by the acquiring person of
Indebtedness relating to the disposed assets or other considerations received in
any other noncash form), net of the direct costs relating to such Asset Sale and
the sale or disposition of such Designated Noncash Consideration (including,
without limitation, legal, accounting and investment banking fees, and brokerage
and sales commissions), and any relocation expenses Incurred as a result
thereof, taxes paid or payable as a result thereof (after taking into account
any available tax credits or deductions and any tax sharing arrangements related
thereto), amounts required to be applied to the repayment of principal, premium
(if any) and interest on Indebtedness required (other than pursuant to Section
4.06(b)) to be paid as a result of such transaction, and any deduction of
appropriate amounts to be provided by the Company as a reserve in accordance
with GAAP against any liabilities associated with the asset disposed of in such
transaction and retained by the Company after such sale or other disposition
thereof, including, without limitation, pension and other post-employment
benefit liabilities and liabilities related to environmental matters or against
any indemnification obligations associated with such transaction.

                  "Obligations" means any principal, interest, penalties, fees,
indemnifications, reimbursements (including, without limitation, reimbursement
obligations with respect to letters of credit and bankers' acceptances), damages
and other liabilities payable under the documentation governing any
Indebtedness; provided that Obligations with respect to the Securities shall not
include fees or indemnifications in favor of the Trustee and other third parties
other than the Holders of the Securities.

                  "Offering Memorandum" means the Offering Memorandum dated
February 25, 1999 relating to the Company's 11 1/4% Senior Subordinated Notes
due 2009.

                  "Officer" means the Chairman of the Board, the President, any
Executive Vice President, Senior Vice President or Vice President, the Treasurer
or the Secretary of the Company.

                  "Officers' Certificate" means a certificate signed on behalf
of the Company by two Officers of the Company, one of whom must be the principal
executive officer, the principal

<PAGE>

                                                                              13

financial officer, the treasurer or the principal accounting officer of the
Company that meets the requirements set forth in this Indenture.

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

                  "Pari Passu Indebtedness" means (i) with respect to the
Company, the Securities and any Indebtedness which ranks pari passu in right of
payment to the Securities and (ii) with respect to any Guarantor, its Guarantee
and any Indebtedness which ranks pari passu in right of payment to such
Guarantor's Guarantee.

                  "Permitted Asset Swap" means any one or more transactions in
which the Company or any Restricted Subsidiary exchanges assets for
consideration consisting of (i) assets used or useful in a Similar Business and
(ii) any cash or Cash Equivalents; provided that such cash or Cash Equivalents
will be considered Net Proceeds from an Asset Sale.

                  "Permitted Holders" means Blackstone, GE Capital and the
Management Group.

                  "Permitted Investments" means (i) any Investment in the
Company or any Restricted Subsidiary; (ii) any Investment in Cash Equivalents or
Investment Grade Securities; (iii) any Investment by the Company or any
Restricted Subsidiary of the Company in a Person that is primarily engaged in a
Similar Business if as a result of such Investment (a) such Person becomes a
Restricted Subsidiary or (b) such Person, in one transaction or a series of
related transactions, is merged, consolidated or amalgamated with or into, or
transfers or conveys substantially all of its assets to, or is liquidated into,
the Company or a Restricted Subsidiary; (iv) any Investment in securities or
other assets not constituting Cash Equivalents and received in connection with
an Asset Sale made pursuant to Section 4.06 or any other disposition of assets
not constituting an Asset Sale; (v) any Investment existing on the Closing Date;
(vi) advances to employees not in excess of $5,000,000 outstanding at any one
time in the aggregate; (vii) any Investment acquired by the Company or any of
its Restricted Subsidiaries (a) in exchange for any other Investment or accounts
receivable held by the Company or any such Restricted Subsidiary in connection
with or as a result of a bankruptcy, workout, reorganization or recapitalization
of the issuer of such other Investment or accounts receivable or (b) as a result
of a foreclosure by the Company or any of its Restricted Subsidiaries with
respect to any secured Investment or other transfer of title with respect to any
secured Investment in default; (viii) Hedging Obligations permitted under
Section 4.03(b)(x); (ix) additional Investments having an aggregate Fair Market
Value, taken together with all other Investments made pursuant to this clause
(ix) that are at that time outstanding, not to exceed the greater of 7.5% of
Total Assets or $10,000,000 at the time of such Investment (with the Fair Market
Value of each Investment being measured at the time made and without giving
effect to subsequent changes in value); (x) loans and advances to officers,
directors and employees for business-related travel expenses, moving expenses
and other similar expenses, in each case Incurred in the ordinary course of
business; (xi) Investments the payment for which consists of Equity Interests of
the Company (other than Disqualified Stock) ("Equity Payment Investments");
provided, however, that such Equity Payment Investments will not increase the
amount available for Restricted Payments under Section 4.04(a)(3); (xii) any
transaction to the extent it constitutes an Investment that is

<PAGE>

                                                                              14

permitted by and made in accordance with Section 4.07(b) (except transactions
described in Section 4.07(b)(ii), (vi) and (vii)); (xiii) Investments consisting
of the licensing or contribution of intellectual property pursuant to joint
marketing arrangements with other Persons; (xiv) Guarantees issued in accordance
with Section 4.03; (xv) any Investment by Restricted Subsidiaries in other
Restricted Subsidiaries and Investments by Subsidiaries that are not Restricted
Subsidiaries in other Subsidiaries that are not Restricted Subsidiaries; (xvi)
Investments consisting of purchases and acquisitions of inventory, supplies,
materials and equipment or purchases of contract rights or licenses or leases of
intellectual property, in each case in the ordinary course of business; (xvii)
loans and advances to Volume Holdings not to exceed $20,000,000 in aggregate
principal amount at any time outstanding, provided that any cash proceeds
thereof shall be immediately contributed by Volume Holdings to the Company or
used to repay or service existing Indebtedness of Volume Holdings to the Company
("Loan Contributions"); provided, however, that the amount of such Loan
Contributions will not increase the amount available for Restricted Payments
under Section 4.04(a)(3); (xviii) loans and advances to VSI Management Direct
L.P. and/or Recreational Services, L.L.C. and/or current or former management
personnel of the Company not to exceed $7,500,000 in aggregate principal amount
at any time outstanding, the proceeds of which will be used to purchase or
redeem, directly or indirectly, shares of Capital Stock of the Company or Volume
Holdings or to purchase limited partnership interests in VSI Management Direct
L.P. or Recreational Services, L.L.C.; and (xix) loans to clients made in
connection with entering into contracts to provide services not to exceed
$15,000,000 in any fiscal year or $30,000,000 in aggregate amount at any time
outstanding.

                  "Permitted Junior Securities" shall mean debt or equity
securities of the Company or any successor corporation issued pursuant to a plan
of reorganization or readjustment of the Company that are subordinated to the
payment of all then outstanding Senior Indebtedness of the Company at least to
the same extent that the Securities are subordinated to the payment of all
Senior Indebtedness of the Company on the Closing Date, so long as to the extent
that any Senior Indebtedness of the Company outstanding on the date of
consummation of any such plan of reorganization or readjustment is not paid in
full in cash on such date, either (a) the holders of any such Senior
Indebtedness not so paid in full in cash have consented to the terms of such
plan of reorganization or readjustment or (b) such holders receive securities
which constitute Senior Indebtedness and which have been determined by the
relevant court to constitute satisfaction in full in cash of any Senior
Indebtedness not paid in full in cash.

                  "Permitted Liens" means, with respect to any Person, (i)
pledges or deposits by such Person under workmen's compensation laws,
unemployment insurance laws or similar legislation, or good faith deposits in
connection with bids, tenders, contracts (other than for the payment of
Indebtedness) or leases to which such Person is a party, or deposits to secure
public or statutory obligations of such Person or deposits of cash or United
States government bonds to secure surety or appeal bonds to which such Person is
a party, or deposits as security for contested taxes or import duties or for the
payment of rent, in each case Incurred in the ordinary course of business; (ii)
Liens imposed by law, such as carriers', warehousemen's and mechanics' Liens, in
each case for sums not yet due or being contested in good faith by appropriate
proceedings or other Liens arising out of judgments or awards against such
Person with respect to which such Person shall then be proceeding with an appeal
or other proceedings for review; (iii) Liens for taxes, assessments or other
governmental charges not yet due or payable or subject

<PAGE>

                                                                              15

to penalties for nonpayment or which are being contested in good faith by
appropriate proceedings; (iv) Liens in favor of issuers of performance and
surety bonds or bid bonds or completion guarantees or with respect to other
regulatory requirements or letters of credit issued pursuant to the request of
and for the account of such Person in the ordinary course of its business; (v)
minor survey exceptions, minor encumbrances, easements or reservations of, or
rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph
and telephone lines and other similar purposes, or zoning or other restrictions
as to the use of real properties or Liens incidental to the conduct of the
business of such Person or to the ownership of its properties which were not
Incurred in connection with Indebtedness and which do not in the aggregate
materially adversely affect the value of said properties or materially impair
their use in the operation of the business of such Person; (vi) Liens securing
Indebtedness permitted to be incurred pursuant to Section 4.03(b)(iv); (vii)
Liens to secure Indebtedness permitted pursuant to Section 4.03(b)(i); (viii)
Liens existing on the Closing Date; (ix) Liens on property or shares of stock of
a Person at the time such Person becomes a Subsidiary; provided, however, that
such Liens are not created or Incurred in connection with, or in contemplation
of, such other Person becoming such a Subsidiary; provided, further, however,
that such Liens may not extend to any other property owned by the Company or any
Restricted Subsidiary; (x) Liens on property at the time the Company or a
Restricted Subsidiary acquired the property, including any acquisition by means
of a merger or consolidation with or into the Company or any Restricted
Subsidiary; provided, however, that such Liens are not created or Incurred in
connection with, or in contemplation of, such acquisition; provided, further,
however, that the Liens may not extend to any other property owned by the
Company or any Restricted Subsidiary; (xi) Liens securing Indebtedness or other
obligations of a Restricted Subsidiary owing to the Company or another
Restricted Subsidiary permitted to be Incurred in accordance with Section 4.03;
(xii) Liens securing Hedging Obligations so long as the related Indebtedness is,
and is permitted to be under this Indenture, secured by a Lien on the same
property securing such Hedging Obligations; (xiii) Liens on specific items of
inventory or other goods and proceeds of any Person securing such Person's
obligations in respect of bankers' acceptances issued or created for the account
of such Person to facilitate the purchase, shipment or storage of such inventory
or other goods; (xiv) leases and subleases of real property which do not
materially interfere with the ordinary conduct of the business of the Company or
any of its Restricted Subsidiaries; (xv) Liens arising from Uniform Commercial
Code financing statement filings regarding operating leases entered into by the
Company and its Restricted Subsidiaries in the ordinary course of business;
(xvi) Liens in favor of the Company; (xvii) Liens on equipment of the Company
granted in the ordinary course of business to the Company's client at which such
equipment is located; (xviii) Liens encumbering deposits made in the ordinary
course of business to secure obligations arising from statutory, regulatory,
contractual or warranty requirements, including rights of offset and set-off;
(xix) Liens on the Equity Interests of Unrestricted Subsidiaries securing
obligations of Unrestricted Subsidiaries not otherwise prohibited by this
Indenture; (xx) Liens to secure Indebtedness permitted by Section 4.03(b)(xii);
and (xxi) Liens to secure any refinancing, refunding, extension, renewal or
replacement (or successive refinancings, refundings, extensions, renewals or
replacements) as a whole, or in part, of any Indebtedness secured by any Lien
referred to in the foregoing clauses (vi), (vii), (viii), (ix), (x), (xi), (xii)
and (xx); provided, however, that (A) such new Lien shall be limited to all or
part of the same property that secured the original Lien (plus improvements on
such property) and (B) the Indebtedness secured by such Lien at such time is not
increased to any amount greater than the sum of (x) the outstanding

<PAGE>

                                                                              16

principal amount or, if greater, committed amount of the Indebtedness described
under clauses (vi), (vii), (viii), (ix), (x), (xi), (xii) or (xx) at the time
the original Lien became a Permitted Lien under this Indenture and (y) an amount
necessary to pay any fees and expenses, including premiums, related to such
refinancing, refunding, extension, renewal or replacement.

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

                  "Preferred Stock" means any Equity Interest with preferential
right of payment of dividends or upon liquidation, dissolution, or winding up.

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

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

                  "Restricted Subsidiary" means any Subsidiary of the Company
other than an Unrestricted Subsidiary.

                  "Sale/Leaseback Transaction" means an arrangement relating to
property now owned or hereafter acquired by the Company or a Restricted
Subsidiary whereby the Company or a Restricted Subsidiary transfers such
property to a Person and the Company or such Restricted Subsidiary leases it
from such Person, other than leases between the Company and a Wholly Owned
Subsidiary or between Wholly Owned Subsidiaries.

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

                  "SEC" means the Securities and Exchange Commission.

                  "Secured Indebtedness" means any Indebtedness of the Company
secured by a Lien.

                  "Securities Act" means the Securities Act of 1933, as amended,
and the rules and regulations of the SEC promulgated thereunder.

                  "Senior Credit Documents" means the collective reference to
the Credit Agreement, the notes issued pursuant thereto and the guarantees
thereof, and the collateral documents relating thereto.

                  "Senior Indebtedness" with respect to the Company or any
Guarantor means all Indebtedness of the Company or such Guarantor, including
interest thereon (including interest accruing on or after the filing of any
petition in bankruptcy or for reorganization relating to the Company or any
Subsidiary of the Company whether or not a claim for post-filing interest is
allowed in such proceeding) and other amounts (including fees, expenses,
reimbursement obligations under letters of credit and indemnities) owing in
respect thereof, whether outstanding on the Closing Date or thereafter Incurred,
unless in the instrument creating or evidencing the same or pursuant to which
the same is outstanding it is provided that such obligations are not

<PAGE>

                                                                              17

superior in right of payment to the Securities or such Guarantor's Guarantee, as
applicable; provided, however, that Senior Indebtedness shall not include, as
applicable, (i) any obligation of the Company to any Subsidiary of the Company,
or of such Guarantor to the Company or any other Subsidiary of the Company, (ii)
any liability for Federal, state, local or other taxes owed or owing by the
Company or such Guarantor, (iii) any accounts payable or other liability to
trade creditors arising in the ordinary course of business (including guarantees
thereof or instruments evidencing such liabilities), (iv) any Indebtedness or
obligation of the Company or such Guarantor which is subordinate or junior in
any respect to any other Indebtedness or obligation of the Company or such
Guarantor, as applicable, including any Pari Passu Indebtedness and any
Subordinated Indebtedness, (v) any obligations with respect to any Capital Stock
or (vi) any Indebtedness Incurred in violation of this Indenture.

                  "Shelf Registration Statement" has the meaning assigned to it
in the Registration Agreement dated the date hereof.

                  "Significant Subsidiary" means any Restricted Subsidiary that
would be a "Significant Subsidiary" of the Company within the meaning of Rule
1-02 under Regulation S-X promulgated by the SEC.

                  "Similar Business" means a business, the majority of whose
revenues are derived from the provision of food, beverage, catering,
merchandise, management or other services at stadiums, convention centers, ball
parks, concert halls, theaters, seaports, airports, golf courses, arenas,
racetracks, parks, malls, zoos, bandstands, or other recreational venues, or the
activities of the Company and its Subsidiaries as of the Closing Date or any
business or activity that is reasonably similar thereto or a reasonable
extension, development or expansion thereof or ancillary thereto.

                  "Specified Cash Contributions" means the aggregate amount of
cash contributions (other than Excluded Contributions) made to the capital of
the Company which are designated as "Specified Cash Contributions" pursuant to
an Officers' Certificate.

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

                  "Subordinated Indebtedness" means (a) with respect to the
Company, any Indebtedness of the Company which is by its terms subordinated in
right of payment to the Securities and (b) with respect to any Guarantor, any
Indebtedness of such Guarantor which is by its terms subordinated in right of
payment to its Guarantee.

                  "Subsidiary" means, with respect to any Person, (i) any
corporation, association or other business entity (other than a partnership,
joint venture or limited liability company) of which more than 50% of the total
voting power of shares of Capital Stock entitled (without regard to the
occurrence of any contingency) to vote in the election of directors, managers or

<PAGE>

                                                                              18

trustees thereof is at the time of determination owned or controlled, directly
or indirectly, by such Person or one or more of the other Subsidiaries of that
Person or a combination thereof and (ii) any partnership, joint venture or
limited liability company of which (x) more than 50% of the capital accounts,
distribution rights, total equity and voting interests or general and limited
partnership interests, as applicable, are owned or controlled, directly or
indirectly, by such Person or one or more of the other Subsidiaries of that
Person or a combination thereof, whether in the form of membership, general,
special or limited partnership interests or otherwise and (y) such Person or any
Wholly Owned Restricted Subsidiary of such Person is a controlling general
partner or otherwise controls such entity.

                  "TIA" means the Trust Indenture Act of 1939 (15 U.S.C.
Sections 77aaa-77bbbb) as in effect on the Closing Date.

                  "Total Assets" means the total consolidated assets of the
Company and its Restricted Subsidiaries, as shown on the most recent balance
sheet of the Company.

                  "Transactions" has the meaning assigned to it in the Offering
Memorandum.

                  "Treasury Rate" means the yield to maturity at the time of
computation of United States Treasury securities with a constant maturity (as
compiled and published in the most recent Federal Reserve Statistical Release H.
15(519) which has become publicly available at least two Business Days prior to
the redemption date (or, if such Statistical Release is no longer published, any
publicly available source or similar market data)) most nearly equal to the
period from the redemption date to March 1, 2004; provided, however, that if the
period from the redemption date to March 1, 2004 is not equal to the constant
maturity of a United States Treasury security for which a weekly average yield
is given, the Treasury Rate shall be obtained by linear interpolation
(calculated to the nearest one-twelfth of a year) from the weekly average yields
of United States Treasury securities for which such yields are given, except
that if the period from the redemption date to March 1, 2004 is less than one
year, the weekly average yield on actually traded United States Treasury
securities adjusted to a constant maturity of one year shall be used.

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

                  "Trust Officer" means (i) any officer within the corporate
trust department of the Trustee, including any vice president, assistant vice
president, assistant secretary, assistant treasurer, trust officer or any other
officer of the Trustee who customarily performs functions similar to those
performed by the Persons who at the time shall be such officers, respectively,
or to whom any corporate trust matter is referred because of such person's
knowledge of and familiarity with the particular subject and (ii) who shall have
direct responsibility for the administration of this Indenture.

                  "Uniform Commercial Code" means the New York Uniform
Commercial Code as in effect from time to time.

                  "Unrestricted Subsidiary" means (i) any Subsidiary of the
Company that at the time of determination shall be designated an Unrestricted
Subsidiary by the Board of Directors in the manner provided below and (ii) any
Subsidiary of an Unrestricted Subsidiary. The Board of

<PAGE>

                                                                              19

Directors may designate any Subsidiary of the Company (including any newly
acquired or newly formed Subsidiary of the Company) to be an Unrestricted
Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity
Interests or Indebtedness of, or owns or holds any Lien on any property of, the
Company or any other Subsidiary of the Company that is not a Subsidiary of the
Subsidiary to be so designated; provided, however, that the Subsidiary to be so
designated and its Subsidiaries do not at the time of designation have and do
not thereafter Incur any Indebtedness pursuant to which the lender has recourse
to any of the assets of the Company or any of its Restricted Subsidiaries;
provided further, provided, that either (a) the Subsidiary to be so designated
has total consolidated assets of $1,000 or less or (b) if such Subsidiary has
consolidated assets greater than $1,000, then such designation would be
permitted under Section 4.04. The Board of Directors may designate any
Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that
immediately after giving effect to such designation (x) (1) the Company could
Incur $1.00 of additional Indebtedness pursuant to Section 4.03(x) or (2) the
Fixed Charge Coverage Ratio for the Company and its Restricted Subsidiaries
would be greater than such ratio for the Company and its Restricted Subsidiaries
immediately prior to such designation, in each case on a pro forma basis taking
into account such designation and (y) no Default shall have occurred and be
continuing. Any such designation by the Board of Directors shall be evidenced to
the Trustee by promptly filing with the Trustee a copy of the resolution of the
Board of Directors giving effect to such designation and an Officers'
Certificate certifying that such designation complied with the foregoing
provisions.

                  "U.S. Government Obligations" means direct obligations (or
certificates representing an ownership interest in such obligations) of the
United States of America (including any agency or instrumentality thereof) for
the payment of which the full faith and credit of the United States of America
is pledged and which are not callable or redeemable at the issuer's option.

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

                  "Weighted Average Life to Maturity" means, when applied to any
Indebtedness or Disqualified Stock, as the case may be, at any date, the
quotient obtained by dividing (i) the sum of the products of the number of years
from the date of determination to the date of each successive scheduled
principal payment of such Indebtedness or redemption or similar payment with
respect to such Disqualified Stock multiplied by the amount of such payment, by
(ii) the sum of all such payments.

                  "Wholly Owned Restricted Subsidiary" is any Wholly Owned
Subsidiary that is a Restricted Subsidiary.

                  "Wholly Owned Subsidiary" of any Person means a Subsidiary of
such Person 100% of the outstanding Capital Stock or other ownership interests
of which (other than directors' qualifying shares) shall at the time be owned by
such Person or by one or more Wholly Owned Subsidiaries of such Person and one
or more Wholly Owned Subsidiaries of such Person.

<PAGE>

                                                                              20

                  SECTION 1.02.     Other Definitions.

<TABLE>
<CAPTION>
                     Term                             Defined in Section
                     ----                             ------------------
<S>                                               <C>
"Affiliate Transaction"........................   4.07(a)
"Asset Sale Offer".............................   4.06(b)
"Bankruptcy Law"...............................   6.01
"Blockage Notice"..............................   10.03
"Change of Control Offer"......................   4.09(b)
"covenant defeasance option"...................   8.01(b)
"Custodian"....................................   6.01
"Equity Payment Investments"...................   1.01, "Permitted Investments"
"Event of Default".............................   6.01
"Excess Proceeds"..............................   4.06(b)
"Guarantee Blockage Notice"....................   12.03
"Guaranteed Obligations".......................   11.01
"Guarantee Payment Blockage Period"............   12.03
"legal defeasance option"......................   8.01(b)
"Legal Holiday"................................   13.08
"Loan Contributions"...........................   1.01, "Permitted Investments"
"Management Equity"............................   4.04(b)
"Offer Period".................................   4.06(c)
"pay its Guarantee"............................   12.03
"pay the Securities"...........................   10.03
"Paying Agent".................................   2.04
"Payment Blockage Period"......................   10.03
"protected purchaser"..........................   2.08
"Purchase Date"................................   4.06(c)
"Refinancing Indebtedness".....................   4.03(b)
"Refunding Capital Stock"......................   4.04(b)
"Registrar"....................................   2.04
"Restricted Payments"..........................   4.04(a)
"Retired Capital Stock"........................   4.04(b)
"Royalty Fee Contributions"....................   4.04(b)
"Successor Company"............................   5.01(a)
"Successor Guarantor"..........................   5.01(b)
</TABLE>

                  SECTION 1.03.     Incorporation by Reference of Trust
Indenture Act. This Indenture is subject to the mandatory provisions of the TIA,
which are incorporated by reference in and made a part of this Indenture. The
following TIA terms have the following meanings:

                  "Commission" means the SEC.

                  "indenture securities" means the Securities and the
Guarantees.

<PAGE>

                                                                              21

                  "indenture security holder" means a Holder or Securityholder.

                  "indenture to be qualified" means this Indenture.

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

                  "obligor" on the indenture securities means the Company, the
Guarantors and any other obligor on the indenture securities.

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

                  SECTION 1.04.     Rules of Construction. Unless the context
otherwise requires:

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

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

                  (3)      "or" is not exclusive;

                  (4)      "including" means including without limitation;

                  (5)      words in the singular include the plural and words in
the plural include the singular;

                  (6)      unsecured Indebtedness shall not be deemed to be
subordinate or junior to Secured Indebtedness merely by virtue of its nature as
unsecured Indebtedness;

                  (7)      the principal amount of any noninterest bearing or
other discount security at any date shall be the principal amount thereof that
would be shown on a balance sheet of the issuer dated such date prepared in
accordance with GAAP;

                  (8)      the principal amount of any Preferred Stock shall be
(i) the maximum liquidation value of such Preferred Stock or (ii) the maximum
mandatory redemption or mandatory repurchase price with respect to such
Preferred Stock, whichever is greater.

                                   ARTICLE 2

                                 The Securities

                  SECTION  2.01.    Amount of Securities; Issuable in Series.
The aggregate principal amount of Securities which may be authenticated and
delivered under this Indenture is $200,000,000. The Securities may be issued in
one or more series. All Securities of any one series shall be substantially
identical except as to denomination.

<PAGE>

                                                                              22

                  With respect to any Additional Securities issued after the
Closing Date (except for Securities authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other Securities
pursuant to Section 2.07, 2.08, 2.10 or 3.06 or the Appendix and, except for
Securities which, pursuant to Section 2.03, are deemed never to have been
authenticated and delivered hereunder), there shall be (i) established in or
pursuant to a resolution of the Board of Directors and (ii) (A) set forth or
determined in the manner provided in an Officers' Certificate or (B) established
in one or more indentures supplemental hereto, prior to the issuance of such
Additional Securities:

                           (1)      whether such Additional Securities shall be
                  issued as part of a new or existing series of Securities and
                  the title of such Additional Securities (which shall
                  distinguish the Additional Securities of the series from
                  Securities of any other series);

                           (2)      the aggregate principal amount of such
                  Additional Securities which may be authenticated and delivered
                  under this Indenture, which shall be in an aggregate principal
                  amount not to exceed $100,000,000 (except for Securities
                  authenticated and delivered upon registration of transfer of,
                  or in exchange for, or in lieu of, other Securities of the
                  same series pursuant to Section 2.07, 2.08, 2.10 or 3.06 or
                  the Appendix and except for Securities which, pursuant to
                  Section 2.03, are deemed never to have been authenticated and
                  delivered hereunder);

                           (3)      the issue price and issuance date of such
                  Additional Securities, including the date from which interest
                  on such Additional Securities shall accrue;

                           (4)      if applicable, that such Additional
                  Securities shall be issuable in whole or in part in the form
                  of one or more Global Securities (as defined in the Appendix)
                  and, in such case, the respective depositaries for such Global
                  Securities, the form of any legend or legends which shall be
                  borne by such Global Securities in addition to or in lieu of
                  those set forth in Exhibit A hereto and any circumstances in
                  addition to or in lieu of those set forth in Section 2.3 of
                  the Appendix in which any such Global Security may be
                  exchanged in whole or in part for Additional Securities
                  registered, or any transfer of such Global Security in whole
                  or in part may be registered, in the name or names of Persons
                  other than the depositary for such Global Security or a
                  nominee thereof; and

                           (5)      if applicable, that such Additional
                  Securities shall not be issued in the form of Initial
                  Securities as set forth in Exhibit A, but shall be issued in
                  the form of Exchange Securities as set forth in Exhibit B.

                  If any of the terms of any Additional Securities are
established by action taken pursuant to a resolution of the Board of Directors,
a copy of an appropriate record of such action shall be certified by the
Secretary or any Assistant Secretary of the Company and delivered to the Trustee
at or prior to the delivery of the Officers' Certificate or the indenture
supplemental hereto setting forth the terms of the Additional Securities.

<PAGE>

                                                                              23

                  SECTION 2.02.     Form and Dating. Provisions relating to the
Original Securities, the Additional Securities, the Private Exchange Securities
and the Exchange Securities are set forth in the Appendix, which is hereby
incorporated in and expressly made a part of this Indenture. The (i) Original
Securities and the Trustee's certificate of authentication, (ii) Private
Exchange Securities and the Trustee's certificate of authentication and (iii)
any Additional Securities (if issued as Transfer Restricted Securities (as
defined in the Appendix)) and the Trustee's certificate of authentication shall
each be substantially in the form of Exhibit A hereto, which is hereby
incorporated in and expressly made a part of this Indenture. The Exchange
Securities and any Additional Securities issued other than as Transfer
Restricted Securities and the Trustee's certificate of authentication shall each
be substantially in the form of Exhibit B hereto, which is hereby incorporated
in and expressly made a part of this Indenture. The Securities may have
notations, legends or endorsements required by law, stock exchange rule,
agreements to which the Company or any Guarantor is subject, if any, or usage
(provided that any such notation, legend or endorsement is in a form acceptable
to the Company). Each Security shall be dated the date of its authentication.
The Securities shall be issuable only in registered form without interest
coupons and only in denominations of $1,000 and integral multiples thereof.

                  SECTION 2.03.     Execution and Authentication. One or more
Officers shall sign the Securities for the Company by manual or facsimile
signature.

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

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

                  The Trustee shall authenticate and make available for delivery
Securities as set forth in the Appendix.

                  The Trustee may appoint an authenticating agent reasonably
acceptable to the Company to authenticate the Securities. Any such appointment
shall be evidenced by an instrument signed by a Trust Officer, a copy of which
shall be furnished to the Company. Unless limited by the terms of such
appointment, an authenticating agent may authenticate Securities whenever the
Trustee may do so. Each reference in this Indenture to authentication by the
Trustee includes authentication by such agent. An authenticating agent has the
same rights as any Registrar, Paying Agent or agent for service of notices and
demands.

                  SECTION 2.04.     Registrar and Paying Agent. The Company
shall maintain an office or agency where Securities may be presented for
registration of transfer or for exchange (the "Registrar") and an office or
agency where Securities may be presented for payment (the "Paying Agent"). The
Registrar shall keep a register of the Securities and of their transfer and
exchange. The Company may have one or more co-registrars and one or more
additional paying agents. The term "Paying Agent" includes any additional paying
agent, and the term "Registrar" includes any co-registrars. The Company
initially appoints the Trustee as (i) Registrar and

<PAGE>

                                                                              24

Paying Agent in connection with the Securities and (ii) the Securities Custodian
(as defined in the Appendix) with respect to the Global Securities.

                  The Company shall enter into an appropriate agency agreement
with any Registrar or Paying Agent not a party to this Indenture, which shall
incorporate the terms of the TIA. The agreement shall implement the provisions
of this Indenture that relate to such agent. The Company shall notify the
Trustee of the name and address of any such agent. If the Company fails to
maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be
entitled to appropriate compensation therefor pursuant to Section 7.07. The
Company or any of its domestically organized Wholly Owned Subsidiaries may act
as Paying Agent or Registrar.

                  The Company may remove any Registrar or Paying Agent upon
written notice to such Registrar or Paying Agent and to the Trustee; provided,
however, that no such removal shall become effective until (1) acceptance of an
appointment by a successor as evidenced by an appropriate agreement entered into
by the Company and such successor Registrar or Paying Agent, as the case may be,
and delivered to the Trustee or (2) notification to the Trustee that the Trustee
shall serve as Registrar or Paying Agent until the appointment of a successor in
accordance with clause (1) above. The Registrar or Paying Agent may resign at
any time upon written notice; provided, however, that the Trustee may resign as
Paying Agent or Registrar only if the Trustee also resigns as Trustee in
accordance with Section 7.08.

                  SECTION 2.05.     Paying Agent To Hold Money in Trust. Prior
to each due date of the principal and interest on any Security, the Company
shall deposit with the Paying Agent (or if the Company or a Subsidiary is acting
as Paying Agent, segregate and hold in trust for the benefit of the Persons
entitled thereto) a sum sufficient to pay such principal and interest when so
becoming due. The Company shall require each Paying Agent (other than the
Trustee) to agree in writing that the Paying Agent shall hold in trust for the
benefit of Securityholders or the Trustee all money held by the Paying Agent for
the payment of principal of or interest on the Securities and shall notify the
Trustee of any default by the Company in making any such payment. If the Company
or a Subsidiary of the Company acts as Paying Agent, it shall segregate the
money held by it as Paying Agent and hold it as a separate trust fund. The
Company at any time may require a Paying Agent to pay all money held by it to
the Trustee and to account for any funds disbursed by the Paying Agent. Upon
complying with this Section, the Paying Agent shall have no further liability
for the money delivered to the Trustee.

                  SECTION 2.06.     Securityholder Lists. The Trustee shall
preserve in as current a form as is reasonably practicable the most recent list
available to it of the names and addresses of Securityholders. If the Trustee is
not the Registrar, the Company shall furnish, or cause the Registrar to furnish,
to the Trustee, in writing at least five Business Days before each interest
payment date and at such other times as the Trustee may request in writing, a
list in such form and as of such date as the Trustee may reasonably require of
the names and addresses of Securityholders.

                  SECTION 2.07.     Transfer and Exchange. The Securities shall
be issued in registered form and shall be transferable only upon the surrender
of a Security for registration of transfer and in compliance with the Appendix.
When a Security is presented to the Registrar with a request to register a
transfer, the Registrar shall register the transfer as requested if the

<PAGE>

                                                                              25

requirements of Section 8-401(a)(1) of the Uniform Commercial Code are met. When
Securities are presented to the Registrar with a request to exchange them for an
equal principal amount of Securities of other denominations, the Registrar shall
make the exchange as requested if the same requirements are met. To permit
registration of transfers and exchanges, the Company shall execute and the
Trustee shall authenticate Securities at the Registrar's request. The Company
may require payment of a sum sufficient to pay all taxes, assessments or other
governmental charges in connection with any transfer or exchange pursuant to
this Section. The Company shall not be required to make and the Registrar need
not register transfers or exchanges of Securities selected for redemption
(except, in the case of Securities to be redeemed in part, the portion thereof
not to be redeemed) or any Securities for a period of 15 days before a selection
of Securities to be redeemed.

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

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

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

                  SECTION 2.08.     Replacement Securities. If a mutilated
Security is surrendered to the Registrar or if the Holder of a Security claims
that the Security has been lost, destroyed or wrongfully taken, the Company
shall issue and the Trustee shall authenticate a replacement Security if the
requirements of Section 8-405 of the Uniform Commercial Code are met, such that
the Holder (i) satisfies the Company or the Trustee within a reasonable time
after he has notice of such loss, destruction or wrongful taking and the
Registrar does not register a transfer prior to receiving such notification,
(ii) makes such request to the Company or the Trustee prior to the Security
being acquired by a protected purchaser as defined in Section 8-303 of the
Uniform Commercial Code (a "protected purchaser") and (iii) satisfies any other
reasonable requirements of the Trustee. If required by the Trustee or the
Company, such Holder shall furnish an indemnity bond sufficient in the judgment
of the Trustee to protect the Company, the Trustee, the Paying Agent and the
Registrar from any loss that any of them may suffer if a Security is replaced.
The Company and the Trustee may charge the Holder for their expenses in
replacing a Security. In the event any such mutilated, lost, destroyed or
wrongfully taken Security has become or is about to become due and payable, the
Company in its discretion may pay such Security instead of issuing a new
Security in replacement thereof.

<PAGE>

                                                                              26

                  Every replacement Security is an additional obligation of the
Company.

                  The provisions of this Section 2.08 are exclusive and shall
preclude (to the extent lawful) all other rights and remedies with respect to
the replacement or payment of mutilated, lost, destroyed or wrongfully taken
Securities.

                  SECTION 2.09.     Outstanding Securities. Securities
outstanding at any time are all Securities authenticated by the Trustee except
for those canceled by it, those delivered to it for cancelation and those
described in this Section as not outstanding. Subject to Section 13.06, a
Security does not cease to be outstanding because the Company or an Affiliate of
the Company holds the Security.

                  If a Security is replaced pursuant to Section 2.08, it ceases
to be outstanding unless the Trustee and the Company receive proof satisfactory
to them that the replaced Security is held by a protected purchaser.

                  If the Paying Agent segregates and holds in trust, in
accordance with this Indenture, on a redemption date or maturity date money
sufficient to pay all principal and interest and liquidated damages payable on
that date with respect to the Securities (or portions thereof) to be redeemed or
maturing, as the case may be, and the Paying Agent is not prohibited from paying
such money to the Securityholders on that date pursuant to the terms of this
Indenture, then on and after that date such Securities (or portions thereof)
cease to be outstanding and interest on them ceases to accrue.

                  SECTION 2.10.     Temporary Securities. In the event that
Definitive Securities (as defined in the Appendix) are to be issued under the
terms of this Indenture, until such Definitive Securities are ready for
delivery, the Company may prepare and the Trustee shall authenticate temporary
Securities. Temporary Securities shall be substantially in the form of
Definitive Securities but may have variations that the Company considers
appropriate for temporary Securities. Without unreasonable delay, the Company
shall prepare and the Trustee shall authenticate Definitive Securities and
deliver them in exchange for temporary Securities upon surrender of such
temporary Securities at the office or agency of the Company, without charge to
the Holder.

                  SECTION 2.11.     Cancelation. The Company at any time may
deliver Securities to the Trustee for cancelation. The Registrar and the Paying
Agent shall forward to the Trustee any Securities surrendered to them for
registration of transfer, exchange or payment. The Trustee and no one else shall
cancel all Securities surrendered for registration of transfer, exchange,
payment or cancelation and deliver proof of canceled Securities to the Company
pursuant to written direction by an Officer. The Company may not issue new
Securities to replace Securities it has redeemed, paid or delivered to the
Trustee for cancelation. The Trustee shall not authenticate Securities in place
of canceled Securities other than pursuant to the terms of this Indenture.

                  SECTION 2.12.     CUSIP Numbers. The Company in issuing the
Securities may use "CUSIP" numbers (if then generally in use) and, if so, the
Trustee shall use "CUSIP" numbers in notices of redemption as a convenience to
Holders; provided, however, that any such

<PAGE>

                                                                              27

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 and that reliance may be placed only on the other identification
numbers printed on the Securities, and any such redemption shall not be affected
by any defect in or omission of such numbers. The Company, upon becoming aware,
through written notice, of any change in such "CUSIP" numbers, shall promptly
notify the Trustee of such change.

                                   ARTICLE 3

                                   Redemption

                  SECTION 3.01.     Notices to Trustee. If the Company elects to
redeem Securities pursuant to paragraph 5 of the Securities, it shall notify the
Trustee in writing of the redemption date and the principal amount of Securities
to be redeemed.

                  The Company shall give each notice to the Trustee provided for
in this Section at least 60 days before the redemption date unless the Trustee
consents to a shorter period. Such notice shall be accompanied by an Officers'
Certificate from the Company to the effect that such redemption shall comply
with the conditions herein. If fewer than all the Securities are to be redeemed,
the record date relating to such redemption shall be selected by the Company and
given to the Trustee, which record date shall be not fewer than 15 days after
the date of notice to the Trustee. Any such notice may be canceled at any time
prior to notice of such redemption being mailed to any Holder and shall thereby
be void and of no effect.

                  SECTION 3.02.     Selection of Securities to Be Redeemed. In
the case of any partial redemption, selection of the Securities for redemption
shall be made by the Trustee in compliance with the requirements of the
principal national securities exchange, if any, on which such Securities are
listed, or if such Securities are not so listed, on a pro rata basis, by lot or
by such other method as the Trustee shall deem fair and appropriate (and in such
manner as complies with applicable legal requirements); provided that no
Securities of $1,000 or less shall be redeemed in part. Provisions of this
Indenture that apply to Securities called for redemption also apply to portions
of Securities called for redemption. The Trustee shall notify the Company
promptly of the Securities or portions of Securities to be redeemed.

                  SECTION 3.03.     Notice of Redemption. At least 30 days but
not more than 60 days before a date for redemption of Securities, the Company,
or the Trustee at the Company's direction, shall mail a notice of redemption by
first-class mail to each Holder of Securities to be redeemed at such Holder's
registered address; provided that in the event the Trustee is to mail such
notice, the Company shall deliver to the Trustee, at least 45 days prior to the
Redemption Date, an Officer's Certificate requesting that the Trustee give such
notice and setting forth the information to be stated in such notice as provided
below.

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

                           (1)      the redemption date;

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                                                                              28

                           (2)      the redemption price and the amount of
                  accrued interest to the redemption date;

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

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

                           (5)      if fewer than all the outstanding Securities
                  are to be redeemed, the certificate numbers and principal
                  amounts of the particular Securities to be redeemed in full or
                  part;

                           (6)      that, unless the Company defaults in making
                  such redemption payment or the Paying Agent is prohibited from
                  making such payment pursuant to the terms of this Indenture,
                  interest on Securities (or portion thereof) called for
                  redemption ceases to accrue on and after the redemption date;

                           (7)      the CUSIP number, if any, printed on the
                  Securities being redeemed; and

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

                  At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at the Company's expense. In such event,
the Company shall provide the Trustee with the information required by this
Section.

                  SECTION 3.04.     Effect of Notice of Redemption. Once notice
of redemption is mailed, Securities called for redemption become due and payable
on the redemption date and at the redemption price stated in the notice. Upon
surrender to the Paying Agent, such Securities shall be paid at the redemption
price stated in the notice, plus accrued interest and liquidated damages, if
any, to the redemption date; provided, however, that if the redemption date is
after a regular record date and on or prior to the interest payment date, the
accrued interest shall be payable to the Securityholder of the redeemed
Securities registered on the relevant record date. Failure to give notice or any
defect in the notice to any Holder shall not affect the validity of the notice
to any other Holder.

                  SECTION 3.05.     Deposit of Redemption Price. Prior to 10:00
a.m., New York City time, on the redemption date, the Company shall deposit with
the Paying Agent (or, if the Company or a Subsidiary is the Paying Agent, shall
segregate and hold in trust) money sufficient to pay the redemption price of and
accrued interest and liquidated damages, if any, on all Securities to be
redeemed on that date other than Securities or portions of Securities called for
redemption that have been delivered by the Company to the Trustee for
cancelation. On and after the redemption date, interest will cease to accrue on
Securities or portions thereof called for redemption so long as the Company has
deposited with the Paying Agent funds sufficient to pay the principal of, plus
accrued and unpaid interest and liquidated damages (if any) on, the Securities
to be redeemed.

<PAGE>

                                                                              29

                  SECTION 3.06.     Securities Redeemed in Part. Upon surrender
and cancelation of a Security that is redeemed in part, the Company shall
execute and the Trustee shall authenticate for the Holder (at the Company's
expense) a new Security equal in principal amount to the unredeemed portion of
the Security surrendered.

                                   ARTICLE 4

                                    Covenants

                  SECTION 4.01.     Payment of Securities. The Company shall
promptly pay the principal of and interest on the Securities on the dates and in
the manner provided in the Securities and in this Indenture. Principal and
interest shall be considered paid on the date due if on such date the Trustee or
the Paying Agent holds in accordance with this Indenture money sufficient to pay
all principal and interest then due and the Trustee or the Paying Agent, as the
case may be, is not prohibited from paying such money to the Securityholders on
that date pursuant to the terms of this Indenture.

                  The Company shall pay interest on overdue principal at the
rate specified therefor in the Securities, and it shall pay interest on overdue
installments of interest at the same rate to the extent lawful.

                  SECTION 4.02.     Report and Other Information.
Notwithstanding that the Company may not be subject to the reporting
requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on
an annual and quarterly basis on forms provided for such annual and quarterly
reporting pursuant to rules and regulations promulgated by the SEC, the Company
shall file with the SEC (and provide the Trustee and Holders with copies
thereof, without cost to each Holder, within 15 days after it files them with
the SEC), (i) within 90 days after the end of each fiscal year, annual reports
on Form 10-K (or any successor or comparable form) containing the information
required to be contained therein (or required in such successor or comparable
form), (ii) within 45 days after the end of each of the first three fiscal
quarters of each fiscal year, reports on Form 10-Q (or any successor or
comparable form), (iii) promptly from time to time after the occurrence of an
event required to be therein reported, such other reports on Form 8-K (or any
successor or comparable form), and (iv) any other information, documents and
other reports which the Company would be required to file with the SEC if it
were subject to Section 13 or 15(d) of the Exchange Act; provided, however, the
Company shall not be so obligated to file such reports with the SEC if the SEC
does not permit such filing, in which event the Company will make available such
information to prospective purchasers of Securities, in addition to providing
such information to the Trustee and the Holders, in each case within 15 days
after the time the Company would be required to file such information with the
SEC if it were subject to Section 13 or 15(d) of the Exchange Act.
Notwithstanding the foregoing, such requirements shall be deemed satisfied prior
to the earlier of (i) 90 days after the Closing Date and (ii) the filing with
the SEC of the Exchange Offer Registration Statement and/or Shelf Registration
Statement, by the filing with the SEC of the Exchange Offer Registration
Statement and/or Shelf Registration Statement, with such financial information
that satisfies Regulation S-X of the Securities Act, provided, however that in
order for the provisions of clause (i) above to be deemed satisfied with respect
to the year ended December 29, 1998,

<PAGE>

                                                                              30

such Exchange Offer Registration Statement or Shelf Registration Statement must
include audited financial statements for the year ended December 29, 1998.

                  SECTION 4.03.     Limitations on Incurrence of Indebtedness
and Issuance of Disqualified Stock and-Preferred Stock. (a) The Company shall
not, and shall not permit any of its Restricted Subsidiaries to, directly or
indirectly, Incur any Indebtedness (including Acquired Indebtedness) or issue
any shares of Disqualified Stock and (ii) the Company shall not permit any of
its Restricted Subsidiaries to issue any shares of Preferred Stock; provided,
however, that the Company and any Guarantor may Incur Indebtedness (including
Acquired Indebtedness) or issue shares of Disqualified Stock and any Guarantor
may issue shares of Preferred Stock if the Fixed Charge Coverage Ratio of the
Company for the most recently ended four full fiscal quarters for which internal
financial statements are available immediately preceding the date on which such
additional Indebtedness is Incurred or such Disqualified Stock or Preferred
Stock is issued would have been at least 2.00 to 1.00 determined on a pro forma
basis (including a pro forma application of the net proceeds therefrom), as if
the additional Indebtedness had been Incurred, or the Disqualified Stock or
Preferred Stock had been issued, as the case may be, and the application of
proceeds therefrom had occurred at the beginning of such four-quarter period.

                  (b)      Section 4.03(a) will not apply to:

                  (i)      the Incurrence by the Company or its Restricted
         Subsidiaries of Indebtedness under the Credit Agreement and the
         issuance and creation of letters of credit and bankers' acceptances
         thereunder (with letters of credit and bankers' acceptances being
         deemed to have a principal amount equal to the face amount thereof) up
         to an aggregate principal amount of $230,000,000 outstanding at any one
         time;

                  (ii)     the Incurrence by the Company and the Guarantors of
         Indebtedness represented by the Original Securities (not including any
         Additional Securities) and any Exchange Securities in respect thereof
         and the Guarantees, as applicable;

                  (iii)    Indebtedness existing on the Closing Date (other than
         Indebtedness described in clauses (i) and (ii));

                  (iv)     Indebtedness (including Capitalized Lease
         Obligations) Incurred by the Company or any of its Restricted
         Subsidiaries, to finance the purchase, lease or improvement of property
         (real or personal) or equipment (whether through the direct purchase of
         assets or the Capital Stock of any Person owning such assets) in an
         aggregate principal amount which, when aggregated with the principal
         amount of all other Indebtedness then outstanding and Incurred pursuant
         to this clause (iv) and all Refinancing Indebtedness (as defined below)
         Incurred to refund, refinance or replace any Indebtedness Incurred
         pursuant to this clause (iv), does not exceed the greater of 7.5% of
         Total Assets at the time of Incurrence or $10,000,000;

                  (v)      Indebtedness Incurred by the Company or any of its
         Restricted Subsidiaries constituting reimbursement obligations with
         respect to letters of credit issued in the ordinary course of business,
         including without limitation letters of credit in respect

<PAGE>

                                                                              31

         of workers' compensation claims, health, disability or other employee
         benefits or property, casualty or liability insurance or
         self-insurance, or with respect to agreements to provide services, or
         other Indebtedness with respect to reimbursement type obligations
         regarding workers' compensation claims; provided, however, that upon
         the drawing of such letters of credit, such obligations are reimbursed
         within 30 days following such drawing;

                  (vi)     Indebtedness arising from agreements of the Company
         or a Restricted Subsidiary providing for indemnification, adjustment of
         purchase price or similar obligations, in each case, Incurred in
         connection with the disposition of any business, assets or a Subsidiary
         of the Company in accordance with the terms of this Indenture, 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;

                  (vii)    Indebtedness of the Company to a Restricted
         Subsidiary of the Company; provided that any such Indebtedness is
         subordinated in right of payment to the Securities; provided further,
         that any subsequent issuance or transfer of any Capital Stock or any
         other event which results in any such Restricted Subsidiary ceasing to
         be a Restricted Subsidiary of the Company or any other subsequent
         transfer of any such Indebtedness (except to the Company or another
         Restricted Subsidiary) shall be deemed, in each case to be an
         Incurrence of such Indebtedness;

                  (viii)   shares of Preferred Stock of a Restricted Subsidiary
         issued to the Company or another Restricted Subsidiary of the Company;
         provided that any subsequent issuance or transfer of any Capital Stock
         or any other event which results in any such Restricted Subsidiary
         ceasing to be a Restricted Subsidiary or any other subsequent transfer
         of any such shares of Preferred Stock (except to the Company or another
         Restricted Subsidiary of the Company) shall be deemed, in each case, to
         be an issuance of shares of Preferred Stock;

                  (ix)     Indebtedness of a Restricted Subsidiary to the
         Company or another Restricted Subsidiary of the Company; provided that
         (A) any such Indebtedness is made pursuant to an intercompany note and
         (B) if a Guarantor incurs such Indebtedness to a Restricted Subsidiary
         that is not a Guarantor such Indebtedness is subordinated in right of
         payment to the Guarantee of such Guarantor; provided further that any
         subsequent issuance or transfer of any Capital Stock or any other event
         which results in any Restricted Subsidiary lending such Indebtedness
         ceasing to be a Restricted Subsidiary or any other subsequent transfer
         of any such Indebtedness (except to the Company or another Restricted
         Subsidiary of the Company) shall be deemed, in each case, to be an
         Incurrence of such Indebtedness;

                  (x)      Hedging Obligations that are Incurred in the ordinary
         course of business (A) for the purpose of fixing or hedging interest
         rate risk with respect to any Indebtedness that is permitted by the
         terms of this Indenture to be outstanding, (B) for the purpose of
         fixing or hedging currency exchange rate risk with respect to any
         currency exchanges or (C) for the purpose of fixing or hedging
         commodity price risk with respect to any commodity purchases;

<PAGE>

                                                                              32

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

                  (xii)    Indebtedness or Disqualified Stock of the Company and
         any Restricted Subsidiary not otherwise permitted hereunder in an
         aggregate principal amount, which when aggregated with the principal
         amount or liquidation preference of all other Indebtedness and
         Disqualified Stock then outstanding and Incurred pursuant to this
         clause (xii), does not exceed $25,000,000 at any one time outstanding;
         provided, however, that Indebtedness of Foreign Subsidiaries, which
         when aggregated with the principal amount of all other Indebtedness of
         Foreign Subsidiaries then outstanding and Incurred pursuant to this
         clause (xii), does not exceed $10,000,000 (or the equivalent thereof in
         any other currency) at any one time outstanding (it being understood
         that any Indebtedness Incurred under this clause (xii) shall cease to
         be deemed Incurred or outstanding for purposes of this clause (xii) but
         shall be deemed to be Incurred for purposes of Section 4.03(a) from and
         after the first date on which the Company could have Incurred such
         Indebtedness under Section 4.03(a) without reliance upon this clause
         (xii));

                  (xiii)   any guarantee by the Company or a Guarantor of
         Indebtedness or other obligations of the Company or any of its
         Restricted Subsidiaries so long as the Incurrence of such Indebtedness
         Incurred by the Company or such Restricted Subsidiary is permitted
         under the terms of this Indenture; provided that if such Indebtedness
         is by its express terms subordinated in right of payment to the
         Securities or the Guarantee of such Restricted Subsidiary, as
         applicable, any such guarantee of such Guarantor with respect to such
         Indebtedness shall be subordinated in right of payment to such
         Guarantor's Guarantee with respect to the Securities substantially to
         the same extent as such Indebtedness is subordinated to the Securities
         or the Guarantee of such Restricted Subsidiary, as applicable;

                  (xiv)    the Incurrence by the Company or any of its
         Restricted Subsidiaries of Indebtedness which serves to refund or
         refinance any Indebtedness Incurred as permitted under Section 4.03(a)
         and clauses (ii) and (iii) above, or any Indebtedness issued to so
         refund or refinance such Indebtedness (subject to the following
         proviso; "Refinancing Indebtedness") prior to its respective maturity;
         provided, however that such Refinancing Indebtedness (A) has a Weighted
         Average Life to Maturity at the time such Refinancing Indebtedness is
         Incurred which is not less than the remaining Weighted Average Life to
         Maturity of the Indebtedness being refunded or refinanced, (B) has a
         Stated Maturity which is no earlier than the Stated Maturity of the
         Indebtedness being refunded or refinanced, (C) to the extent such
         Refinancing Indebtedness refinances Indebtedness pari passu with the
         Securities or the Guarantee of such Restricted Subsidiary, as
         applicable, is pari passu with the Securities or the Guarantee of such
         Restricted Subsidiary, as applicable, (D) is Incurred in an aggregate
         principal amount (or if issued with original issue discount, an
         aggregate issue price) that is equal to or less than the aggregate
         principal amount (or if issued with original issue discount, the
         aggregate accreted value) then outstanding of the Indebtedness being
         refinanced plus premium and fees Incurred in connection with such
         refinancing, and (E) shall not include (x) Indebtedness of a

<PAGE>

                                                                              33

         Restricted Subsidiary that is not a Guarantor that refinances
         Indebtedness of the Company or (y) Indebtedness of the Company or a
         Restricted Subsidiary that refinances Indebtedness of an Unrestricted
         Subsidiary; and provided further that subclauses (A) and (B) of this
         clause (xiv) shall not apply to any refunding or refinancing of any
         Senior Indebtedness;

                  (xv)     Indebtedness or Disqualified Stock of Persons that
         are acquired by the Company or any of its Restricted Subsidiaries or
         merged into a Restricted Subsidiary in accordance with the terms of
         this Indenture; provided, however, that such Indebtedness or
         Disqualified Stock is not Incurred in contemplation of such acquisition
         or merger or to provide all or a portion of the funds or credit support
         required to consummate such acquisition or merger; provided further,
         however, that after giving effect to such acquisition and the
         Incurrence of such Indebtedness either (A) the Company would be
         permitted to Incur at least $1.00 of additional Indebtedness pursuant
         to Section 4.03(a) or (B) the Fixed Charge Coverage Ratio would be
         greater than immediately prior to such acquisition; and

                  (xvi)    Contribution Indebtedness.

                  (c)      Notwithstanding the foregoing, neither the Company
nor any Guarantor may Incur any Indebtedness pursuant to Section 4.03(b) above
if the proceeds thereof are used, directly or indirectly, to repay, prepay,
redeem, defease, retire, refund or refinance any Subordinated Indebtedness
unless such Indebtedness will be subordinated to the Securities or such
Guarantor's Guarantee, as applicable, to at least the same extent as such
Subordinated Indebtedness. For purposes of determining compliance with this
Section 4.03, in the event that an item of Indebtedness meets the criteria of
more than one of the categories of permitted Indebtedness described in clauses
4.03(b)(i) through (xvi) above or is entitled to be Incurred pursuant to Section
4.03(a), the Company shall, in its sole discretion, classify or reclassify such
item of Indebtedness in any manner that complies with this covenant and such
item of Indebtedness will be treated as having been Incurred pursuant to only
one of such clauses of Section 4.03(b) or pursuant to Section 4.03(a) hereof.
Accrual of interest, the accretion of accreted value and the payment of interest
in the form of additional Indebtedness will not be deemed to be an Incurrence of
Indebtedness for purposes of this Section 4.03.

                  (d)      The Company shall not, and 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 any Indebtedness of any Guarantor, as the case may be, unless such
Indebtedness is either (i) pari passu in right of payment with the Securities or
such Guarantor's Guarantee, as the case may be, or (ii) subordinate in right of
payment to the Securities or such Guarantor's Guarantee, as the case may be.

                  SECTION 4.04.     Limitation on Restricted Payments. (a) The
Company shall not, and shall not permit any of its Restricted Subsidiaries to,
directly or indirectly: (i) declare or pay any dividend or make any distribution
on account of Volume Holdings', the Company's or any of its Restricted
Subsidiaries' Equity Interests, including any payment made in connection with
any merger or consolidation involving the Company (other than (A) dividends or
distributions by the Company payable solely in Equity Interests (other than

<PAGE>

                                                                              34

Disqualified Stock) of the Company or (B) dividends or distributions by a
Restricted Subsidiary so long as, in the case of any dividend or distribution
payable on or in respect of any class or series of securities issued by a
Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, the
Company or a Restricted Subsidiary receives at least its pro rata share of such
dividend or distribution in accordance with its Equity Interests in such class
or series of securities); (ii) purchase or otherwise acquire or retire for value
any Equity Interests of Volume Holdings or the Company; (iii) make any principal
payment on, or redeem, repurchase, defease or otherwise acquire or retire for
value, in each case prior to any scheduled repayment or scheduled maturity, any
Subordinated Indebtedness (other than the payment, redemption, repurchase,
defeasance, acquisition or retirement of (A) Subordinated Indebtedness in
anticipation of satisfying a sinking fund obligation, principal installment or
final maturity, in each case due within one year of the date of such payment,
redemption, repurchase, defeasance, acquisition or retirement and (B)
Indebtedness permitted under clauses (vii) and (ix) of Section 4.03(b)); or (iv)
make any Restricted Investment (all such payments and other actions set forth in
clauses (i) through (iv) above being collectively referred to as "Restricted
Payments"), unless, at the time of such Restricted Payment:

                  (1)      no Default or Event of Default shall have occurred
         and be continuing or would occur as a consequence thereof;

                  (2)      immediately after giving effect to such transaction
         on a pro forma basis, the Company could Incur $1.00 of additional
         Indebtedness under Section 4.03(a); and

                  (3)      such Restricted Payment, together with the aggregate
         amount of all other Restricted Payments made by the Company and its
         Restricted Subsidiaries after the Closing Date (including Restricted
         Payments permitted by clauses (i), (v), (vi), and (viii) of Section
         4.04(b), but excluding all other Restricted Payments permitted by
         Section 4.04(b)), is less than the sum of, without duplication, (A) 50%
         of the Consolidated Net Income of the Company for the period (taken as
         one accounting period) from the fiscal quarter that first begins after
         the Closing Date to the end of the Company's most recently ended fiscal
         quarter for which internal financial statements are available at the
         time of such Restricted Payment (or, in the case such Consolidated Net
         Income for such period is a deficit, minus 100% of such deficit), plus
         (B) 100% of the aggregate net proceeds, including cash and the Fair
         Market Value (as determined in accordance with the next succeeding
         sentence) of property other than cash, received by the Company since
         the Closing Date from the issue or sale of Equity Interests of the
         Company (excluding Refunding Capital Stock (as defined below),
         Designated Preferred Stock, Excluded Contributions and Disqualified
         Stock), including Equity Interests issued upon conversion of
         Indebtedness or upon exercise of warrants or options (other than an
         issuance or sale to a Subsidiary of the Company or an employee stock
         ownership plan or trust established by the Company or any of its
         Subsidiaries), plus (C) 100% of the aggregate amount of contributions
         to the capital of the Company received in cash and the Fair Market
         Value (as determined in accordance with the next succeeding sentence)
         of property other than cash since the Closing Date (other than Excluded
         Contributions, Refunding Capital Stock, Designated Preferred Stock and
         Disqualified Stock), plus (D) 100% of the aggregate amount received in
         cash and the Fair Market Value (as determined in accordance with the
         next succeeding sentence) of property other than cash received from

<PAGE>

                                                                              35

         (x) the sale or other disposition (other than to the Company or a
         Restricted Subsidiary) of Restricted Investments made by the Company
         and its Restricted Subsidiaries and from repurchases and redemptions of
         such Restricted Investments from the Company and its Restricted
         Subsidiaries by any Person (other than the Company or any of its
         Subsidiaries) and from repayments of loans or advances which
         constituted Restricted Investments, (y) the sale (other than to the
         Company or a Subsidiary) of the Capital Stock of an Unrestricted
         Subsidiary or (z) a distribution or dividend from an Unrestricted
         Subsidiary, plus (E) in the event any Unrestricted Subsidiary has been
         redesignated as a Restricted Subsidiary or has been merged,
         consolidated or amalgamated with or into, or transfers or conveys its
         assets to, or is liquidated into, the Company or a Restricted
         Subsidiary, the Fair Market Value (as determined in good faith by the
         Board of Directors) of the Investment of the Company in such
         Unrestricted Subsidiary at the time of such redesignation, combination
         or transfer (or of the assets transferred or conveyed, as applicable),
         after deducting any Indebtedness associated with the Unrestricted
         Subsidiary so designated or combined or any Indebtedness associated
         with the assets so transferred or conveyed, not to exceed, in the case
         of any Unrestricted Subsidiary, the amount of Investments previously
         made by the Company or any Restricted Subsidiary in such Unrestricted
         Subsidiary, which amount was included in the calculation of the amount
         of Restricted Payments, less (F) the amount of all Specified Cash
         Contributions, less (G) the amount of all Equity Payment Investments,
         less (H) the amount of all Loan Contributions, less (I) the amount of
         all Management Equity and less (J) the amount of all Royalty Fee
         Contributions. The Fair Market Value of property other than cash
         covered by clauses (B), (C), (D) and (E) above shall be determined in
         good faith by the Company and (x) in the event of property with a Fair
         Market Value in excess of $2,500,000, shall be set forth in an
         Officers' Certificate or (y) in the event of property with a Fair
         Market Value in excess of $10,000,000, shall be set forth in a
         resolution approved by at least a majority of the Board of Directors.

                  (b)      The Provisions of Section 4.04(a) shall not prohibit:

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

                  (ii)     (A) the repurchase, retirement or other acquisition
         of any Equity Interests ("Retired Capital Stock") or Subordinated
         Indebtedness of the Company in exchange for, or out of the proceeds of
         the substantially concurrent sale of, Equity Interests of the Company
         or contributions to the equity capital of the Company (other than any
         Disqualified Stock or any Equity Interests sold to a Subsidiary of the
         Company or to an employee stock ownership plan or any trust established
         by the Company or any of its Subsidiaries) (collectively, including any
         such contributions, "Refunding Capital Stock") and (B) the declaration
         and payment of accrued dividends on the Retired Capital Stock out of
         the proceeds of the substantially concurrent sale (other than to a
         Subsidiary of the Company or to an employee stock ownership plan or any
         trust established by the Company or any of its Subsidiaries) of
         Refunding Capital Stock;

<PAGE>

                                                                              36

                  (iii)    the redemption, repurchase or other acquisition or
         retirement of Subordinated Indebtedness of the Company made by exchange
         for, or out of the proceeds of the substantially concurrent sale of,
         new Indebtedness of the Company which is Incurred in accordance with
         Section 4.03 hereof so long as (A) the principal amount of such new
         Indebtedness does not exceed the principal amount of the Subordinated
         Indebtedness being so redeemed, repurchased, acquired or retired for
         value (plus the amount of any premium required to be paid under the
         terms of the instrument governing the Subordinated Indebtedness being
         so redeemed, repurchased, acquired or retired), (B) such Indebtedness
         is subordinated to Senior Indebtedness and the Securities at least to
         the same extent as such Subordinated Indebtedness so purchased,
         exchanged, redeemed, repurchased, acquired or retired for value, (C)
         such Indebtedness has a final scheduled maturity date equal to or later
         than the final scheduled maturity date of the Subordinated Indebtedness
         being so redeemed, repurchased, acquired or retired, and (D) such
         Indebtedness has a Weighted Average Life to Maturity equal to or
         greater than the remaining Weighted Average Life to Maturity of the
         Subordinated Indebtedness being so redeemed, repurchased, acquired or
         retired;

                  (iv)     the repurchase, retirement or other acquisition (or
         dividends to Volume Holdings to finance any such repurchase, retirement
         or other acquisition) for value of Equity Interests of the Company or
         Volume Holdings held, directly or indirectly, by any future, present or
         former employee, director or consultant of the Company or any
         Subsidiary of the Company or any entity in which any of the foregoing
         has a beneficial or economic ownership interest pursuant to any
         management equity plan or stock option plan or any other management or
         employee benefit plan or agreement or any other agreement pursuant to
         which stock is held for the benefit of such persons; provided, however,
         that the aggregate amounts paid under this clause (iv) do not exceed
         $3,500,000 in any calendar year (with unused amounts in any calendar
         year being permitted to be carried over for the two succeeding calendar
         years); provided further, however, that such amount in any calendar
         year may be increased by an amount not to exceed (A) the cash proceeds
         received by the Company or any of its Restricted Subsidiaries from the
         sale of Equity Interests of the Company (other than Disqualified Stock)
         to members of management, directors or consultants of the Company and
         its Restricted Subsidiaries that occurs after the Closing Date (any
         such cash proceeds that are utilized for any such repurchase,
         retirement, other acquisition or dividend, "Management Equity")
         (provided that the amount of such Management Equity will not increase
         the amount available for Restricted Payments under Section
         4.04(a)(3)hereof) plus (B) the cash proceeds of key man life insurance
         policies received by the Company and its Restricted Subsidiaries after
         the Closing Date (provided that the Company may elect to apply all or
         any portion of the aggregate increase contemplated by clauses (A) and
         (B) above in any single calendar year);

                  (v)      the declaration and payment of dividends or
         distributions to holders of any class or series of Disqualified Stock
         of the Company or any of its Restricted Subsidiaries issued or incurred
         in accordance with Section 4.03 hereof;

                  (vi)     the declaration and payment of dividends or
         distributions to holders of any class or series of Designated Preferred
         Stock issued after the Closing Date; provided,

<PAGE>

                                                                              37

         however, that (A) for the most recently ended four full fiscal quarters
         for which internal financial statements are available immediately
         preceding the date of issuance of such Designated Preferred Stock,
         after giving effect to such issuance (and the payment of dividends or
         distributions) on a pro forma basis, the Company would have had a Fixed
         Charge Coverage Ratio of at least 2.25 to 1.00 and (B) the aggregate
         amount of dividends declared and paid pursuant to this clause (vi) does
         not exceed the net cash proceeds received by the Company from the sale
         of Designated Preferred Stock issued after the Closing Date;

                  (vii)    Investments in Unrestricted Subsidiaries having an
         aggregate Fair Market Value, taken together with all other Investments
         made pursuant to this clause (vii) that are at that time outstanding,
         not to exceed $10,000,000 (with the Fair Market Value of each
         Investment being measured at the time made and without giving effect to
         subsequent changes in value);

                  (viii)   the payment of dividends on the Company's common
         stock (or the payment of dividends to Volume Holdings to fund the
         payment by Volume Holdings of dividends on Volume Holdings' common
         stock) following the first public offering of common stock of the
         Company or Volume Holdings, as the case may be, after the Closing Date,
         of up to 6% per annum of the net proceeds received by the Company or
         contributed to the Company by Volume Holdings from such public
         offering;

                  (ix)     Investments that are made with Excluded
         Contributions;

                  (x)      other Restricted Payments in an aggregate amount not
         to exceed $7,500,000;

                  (xi)     the payment of dividends, other distributions or
         other amounts by the Company (A) to Volume Holdings in amounts equal to
         the amounts required for Volume Holdings to pay fees and expenses
         required to maintain its corporate existence and other operating costs
         in an aggregate amount of up to $1,000,000 per fiscal year and (B) to
         Volume Holdings in amounts equal to amounts required for Volume
         Holdings to pay franchise taxes and federal, state and local income
         taxes to the extent such income taxes are attributable to the income of
         the Company and its Restricted Subsidiaries (and, to the extent of
         amounts actually received from its Unrestricted Subsidiaries, in
         amounts required to pay such taxes to the extent attributable to the
         income of such Unrestricted Subsidiaries);

                  (xii)    repurchases of Equity Interests deemed to occur upon
         exercise of stock options if such Equity Interests represent a portion
         of the exercise price of such options;

                  (xiii)   (xiii) the transfer to Volume Holdings of trademarks
         and servicemarks and the payment of license fees to Volume Holdings in
         respect of such trademarks and servicemarks; provided, however, that
         all such license fees are immediately contributed by Volume Holdings to
         the Company or used to repay or service existing Indebtedness of Volume
         Holdings to the Company ("Royalty Fee Contributions") (provided that
         the

<PAGE>

                                                                              38

         amount of such Royalty Fee Contributions will not increase the amount
         available for Restricted Payments under Section 4.04(a)(3) hereof); and

                  (xiv)    dividends to Volume Holdings in an amount not to
         exceed $50,000,000 as contemplated by the "Use of Proceeds" section of
         the Offering Memorandum; provided, however, that at the time of, and
         after giving effect to, any Restricted Payment permitted under clauses
         (v), (vi), (vii), (viii) and (x), no Default or Event of Default shall
         have occurred and be continuing or would occur as a consequence
         thereof; provided further, however, that for purposes of determining
         the aggregate amount expended for Restricted Payments in accordance
         with Section 4.04(a)(3) hereof, only the amounts expended under clauses
         (i), (v), (vi) and (viii) of this Section 4.04(b) shall be included.

                  As of the Closing Date, all of the Company's Subsidiaries
shall be Restricted Subsidiaries. The Company shall not permit any Unrestricted
Subsidiary to become a Restricted Subsidiary except pursuant to the definition
of "Unrestricted Subsidiary." For purposes of designating any Restricted
Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by the
Company and its Restricted Subsidiaries (except to the extent repaid) in the
Subsidiary so designated will be deemed to be Restricted Payments in an amount
determined as set forth in the last sentence of the definition of "Investments."
Such designation will only be permitted if a Restricted Payment in such amount
would be permitted at such time (whether pursuant to Section 4.04(a) hereof or
under clause (vii), (ix) or (x) of this Section 4.04(b)) and if such Subsidiary
otherwise meets the definition of an Unrestricted Subsidiary.

                  SECTION 4.05.     Dividend and Other Payment Restrictions
Affecting 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 consensual
restriction on the ability of any Restricted Subsidiary to: (a) (i) pay
dividends or make any other distributions to the Company or any of its
Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any
other interest or participation in, or measured by, its profits, or (ii) pay any
Indebtedness owed to the Company or any of its Restricted Subsidiaries; (b) make
loans or advances to the Company or any of its Restricted Subsidiaries; or (c)
sell, lease or transfer any of its properties or assets to the Company or any of
its Restricted Subsidiaries except in each case for such encumbrances or
restrictions existing under or by reason of:

                  (1)      contractual encumbrances or restrictions in effect on
         the Closing Date, including pursuant to the Credit Agreement and the
         other Senior Credit Documents;

                  (2)      this Indenture and the Securities;

                  (3)      applicable law or any applicable rule, regulation or
         order;

                  (4)      any agreement or other instrument relating to
         Indebtedness of a Person acquired by the Company or any Restricted
         Subsidiary which was in existence at the time of such acquisition (but
         not created in contemplation thereof or to provide all or any portion
         of the funds or credit support utilized to consummate such
         acquisition), which

<PAGE>

                                                                              39

         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;

                  (5)      any restriction with respect to a Restricted
         Subsidiary imposed pursuant to an agreement entered into for the sale
         or disposition of all or substantially all the Capital Stock or assets
         of such Restricted Subsidiary pending the closing of such sale or
         disposition;

                  (6)      Secured Indebtedness otherwise permitted to be
         Incurred pursuant to Sections 4.03 and 4.08 hereof that limit the right
         of the debtor to dispose of the assets securing such Indebtedness;

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

                  (8)      customary provisions in joint venture agreements and
         other similar agreements entered into in the ordinary course of
         business;

                  (9)      customary provisions contained in leases, agreements
         to provide services and other similar agreements entered into in the
         ordinary course of business that impose restrictions of the type
         described in clause (c) above;

                  (10)     other Indebtedness of Restricted Subsidiaries
         permitted to be Incurred subsequent to the Closing Date pursuant to
         clause (xii) of the Section 4.03(b) hereof, or

                  (11)     any encumbrances or restrictions of the type referred
         to in clauses (a), (b) and (c) above imposed by any amendments,
         modifications, restatements, renewals, increases, supplements,
         refundings, replacements or refinancings of the contracts, instruments
         or obligations referred to in clauses (1) through (10) above; provided
         that such amendments, modifications, restatements, renewals, increases,
         supplements, refundings, replacements or refinancings are, in the good
         faith judgment of the Board of Directors, no more restrictive with
         respect to such dividend and other payment restrictions than those
         contained in the dividend or other payment restrictions prior to such
         amendment, modification, restatement, renewal, increase, supplement,
         refunding, replacement or refinancing.

                  SECTION 4.06.     Asset Sales. (a) The Company shall not, and
shall not permit any of its Restricted Subsidiaries to, cause or make an Asset
Sale, unless (x) the Company, or its Restricted Subsidiaries, as the case may
be, receives consideration at the time of such Asset Sale at least equal to the
Fair Market Value (as determined in good faith by the Company) of the assets
sold or otherwise disposed of and (y) except in the case of a Permitted Asset
Swap, at least 75% of the consideration therefor received by the Company, or
such Restricted Subsidiary, as the case may be, is in the form of Cash
Equivalents; provided that the amount of (i) any liabilities (as shown on the
Company's or such Restricted Subsidiary's most recent balance sheet or in the
notes thereto) of the Company or any Restricted Subsidiary (other than
liabilities that are by their terms subordinated to the Securities) that are
assumed by the transferee of any such assets, (ii) any notes or other
obligations or other securities received by the Company or such Restricted
Subsidiary from such transferee that are converted by the

<PAGE>

                                                                              40

Company or such Restricted Subsidiary into cash within 180 days of the receipt
thereof (to the extent of the cash received), and (iii) any Designated Noncash
Consideration received by the Company or any of its Restricted Subsidiaries in
such Asset Sale having an aggregate Fair Market Value, taken together with all
other Designated Noncash Consideration received pursuant to this clause (iii)
that is at that time outstanding, not to exceed the greater of 7.5% of Total
Assets or $10,000,000 (with the Fair Market Value of each item of Designated
Noncash Consideration being measured at the time received and without giving
effect to subsequent changes in value) shall be deemed to be Cash Equivalents
for the purposes of this provision.

                  (b)      Within 365 days after the Company's or any Restricted
Subsidiary's receipt of the Net Proceeds of any Asset Sale, the Company or such
Restricted Subsidiary may apply the Net Proceeds from such Asset Sale, at its
option, (i) to permanently reduce Obligations under the Credit Agreement (and,
in the case of revolving Obligations, to correspondingly reduce commitments with
respect thereto) or other Senior Indebtedness or Pari Passu Indebtedness
(provided that if the Company shall so reduce Obligations under Pari Passu
Indebtedness, it will equally and ratably reduce Obligations under the
Securities by making an offer (in accordance with the procedures set forth below
for an Asset Sale Offer) to all Holders to purchase at a purchase price equal to
100% of the principal amount thereof, plus accrued and unpaid interest and
liquidated damages, if any, the pro rata principal amount of Securities) or
Indebtedness of a Restricted Subsidiary, in each case other than Indebtedness
owed to the Company or an Affiliate of the Company, (ii) to an investment in any
one or more businesses, capital expenditures or acquisitions of other assets in
each case used or useful in a Similar Business, and/or (iii) to make an
investment in properties or assets that replace the properties and assets that
are the subject of such Asset Sale. Pending the final application of any such
Net Proceeds, the Company or such Restricted Subsidiary may temporarily reduce
Indebtedness under a revolving credit facility, if any, or otherwise invest such
Net Proceeds in Cash Equivalents or Investment Grade Securities. Any Net
Proceeds from any Asset Sale that are not applied as provided and within the
time period set forth in the first sentence of this paragraph shall be deemed to
constitute "Excess Proceeds". When the aggregate amount of Excess Proceeds
exceeds $15,000,000, the Company shall make an offer to all Holders of
Securities (an "Asset Sale Offer") to purchase the maximum principal amount of
Securities, that is an integral multiple of $1,000, that may be purchased out of
the Excess Proceeds at an offer price in cash in an amount equal to 100% of the
principal amount thereof, plus accrued and unpaid interest and liquidated
damages, if any, to the date fixed for the closing of such offer, in accordance
with the procedures set forth in this Section 4.06. The Company will commence an
Asset Sale Offer with respect to Excess Proceeds within ten Business Days after
the date that Excess Proceeds exceeds $15,000,000 by mailing the notice required
pursuant to Section 4.06(c)(1). To the extent that the aggregate amount of
Securities tendered pursuant to an Asset Sale Offer is less than the Excess
Proceeds, the Company may use any remaining Excess Proceeds for general
corporate purposes. If the aggregate principal amount of Securities surrendered
by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall
select the Securities to be purchased in the manner described in Section
4.06(c)(3). Upon completion of any such Asset Sale Offer, the amount of Excess
Proceeds shall be reset at zero.

                  (c)      (1) Promptly, and in any event within ten Business
Days after the Company becomes obligated to make an Asset Sale Offer, the
Company shall deliver to the Trustee and send, by first-class mail, postage
prepaid, to each Holder at such Holder's registered

<PAGE>

                                                                              41

address, a written notice stating that the Holder may elect to have his
Securities purchased by the Company either in whole or in part (subject to
prorating as hereinafter described in the event the Asset Sale Offer is
oversubscribed) in integral multiples of $1,000 of principal amount, at the
applicable purchase price. The notice shall be mailed at least 30 but not more
than 60 days before the purchase date and shall contain such information
concerning the business of the Company which the Company in good faith believes
will enable such Holders to make an informed decision (which at a minimum shall
include (i) the most recently filed annual report on Form 10-K (or any successor
or comparable form) (including audited consolidated financial statements) of the
Company, the most recent subsequently filed quarterly report on Form 10-Q (or
any successor or comparable form) of the Company and any current report on Form
8-K (or any successor or comparable form) of the Company filed subsequent to
such quarterly report, other than current reports describing Asset Sales
otherwise described in the offering materials, (ii) a description of material
developments in the Company's business subsequent to the date of the latest of
such reports, and (iii) if material, appropriate pro forma financial
information) and all instructions and materials necessary to tender Securities
pursuant to the Asset Sale Offer, together with the address referred to in
Section 4.06(c)(3) below. If any Security is to be purchased in part only, any
notice of purchase that relates to such Security shall state the portion of the
principal amount thereof that has been or is to be purchased.

                  (2)      Not later than the date upon which written notice of
an Asset Sale Offer is delivered to the Trustee as provided above, the Company
shall deliver to the Trustee an Officers' Certificate as to (i) the amount of
the Excess Proceeds, (ii) the allocation of the Net Proceeds from the Asset
Sales pursuant to which such Asset Sale Offer is being made and (iii) the
compliance of such allocation with the provisions of Section 4.06(b). On such
date, the Company shall also irrevocably 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) an amount equal to the Excess Proceeds to be invested in Cash
Equivalents and to be held for payment in accordance with the provisions of this
Section 4.06. Upon the expiration of the period for which the Offer remains open
(the "Offer Period"), the Company shall deliver to the Trustee for cancelation
the Securities or portions thereof that have been properly tendered to and are
to be accepted by the Company. The Trustee (or the Paying Agent, if not the
Trustee) shall, on the date of purchase, mail or deliver payment to each
tendering Holder in the amount of the purchase price. In the event that the
Excess Proceeds delivered by the Company to the Trustee is greater than the
purchase price of the Securities tendered, the Trustee shall deliver the excess
to the Company immediately after the expiration of the Offer Period for
application in accordance with Section 4.06(b) above.

                  (3)      Holders electing to have a Security purchased shall
be required to surrender the Security, with an appropriate form duly completed,
to the Company at the address specified in the notice at least three Business
Days prior to the purchase date. Holders shall be entitled to withdraw their
election if the Trustee or the Company receives not later than one Business Day
prior to the Purchase Date, a telegram, telex, facsimile transmission or letter
setting forth the name of the Holder, the principal amount of the Security which
was delivered by the Holder for purchase and a statement that such Holder is
withdrawing his election to have such Security purchased. If at the expiration
of the Offer Period more Securities are tendered pursuant to an Asset Sale Offer
than the Company is required to purchase, selection of such Securities for
purchase shall be made by the Trustee in compliance with the requirements of the

<PAGE>

                                                                              42

principal national securities exchange, if any, on which such Securities are
listed, or if such Securities are not so listed, on a pro rata basis, by lot or
by such other method as the Trustee shall deem fair and appropriate (and in such
manner as complies with applicable legal requirements); provided that no
Securities of $1,000 or less shall be purchased in part. A new Security in
principal amount equal to the unpurchased portion of any Security purchased in
part will be issued in the name of the Holder thereof upon cancelation of the
original Security. On and after the purchase date unless the Company defaults in
payment of the purchase price, interest shall cease to accrue on Securities or
portions thereof purchased.

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

                  SECTION 4.07.     Transactions with Affiliates. (a) The
Company shall not, and shall not permit any of its Restricted Subsidiaries to,
directly or indirectly, make any payment to, or sell, lease, transfer or
otherwise dispose of any of its properties or assets to, or purchase any
property or assets from, or enter into or make or amend any transaction or
series of transactions, contract, agreement, understanding, loan, advance or
guarantee with, or for the benefit of, any Affiliate of the Company (each of the
foregoing, an "Affiliate Transaction") involving aggregate consideration in
excess of $2,500,000, unless (i) such Affiliate Transaction is on terms that are
not materially less favorable to the Company or the relevant Restricted
Subsidiary than those that could have been obtained in a comparable transaction
by the Company or such Restricted Subsidiary with an unrelated Person and (ii)
with respect to any Affiliate Transaction or series of related Affiliate
Transactions involving aggregate consideration in excess of $10,000,000, the
Company delivers to the Trustee a resolution adopted by the majority of the
Board of Directors of the Company, approving such Affiliate Transaction and set
forth in an Officers' Certificate certifying that such Affiliate Transaction
complies with clause (i) above.

                  (b)      The provisions of Section 4.07(a) shall not apply to
the following: (i) transactions between or among the Company and/or any of its
Restricted Subsidiaries; (ii) Permitted Investments and Restricted Payments
permitted by Section 4.04; (iii) the payment of annual management, consulting,
monitoring and advisory fees to Blackstone or GE Capital in an amount not to
exceed $1,500,000 in any calendar year and any related out-of-pocket expenses;
(iv) the payment of reasonable and customary fees paid to, and indemnity
provided on behalf of, officers, directors, employees or consultants of the
Company or any Restricted Subsidiary; (v) payments by the Company or any of its
Restricted Subsidiaries to Blackstone or GE Capital, made for any financial
advisory, financing, underwriting or placement services or in respect of other
investment banking activities, including, without limitation, in connection with
acquisitions or divestitures, which payments are approved by a majority of the
Board of Directors of the Company in good faith; (vi) transactions in which the
Company or any of its Restricted Subsidiaries, as the case may be, delivers to
the Trustee a letter from an Independent Financial Advisor stating that such
transaction is fair to the Company or such Restricted Subsidiary from a
financial point of view or meets the requirements of clause (i) Section 4.07(a)
hereof; (vii)

<PAGE>

                                                                              43

payments or loans to employees or consultants in the ordinary course of business
which are approved by a majority of the Board of Directors of the Company in
good faith; (viii) any agreement as in effect as of the Closing Date or any
amendment thereto (so long as any such amendment is not disadvantageous to the
holders of the Securities in any material respect) or any transaction
contemplated thereby; (ix) the existence of, or the performance by the Company
or any of its Restricted Subsidiaries of its obligations under the terms of, any
stockholders agreement (including any registration rights agreement or purchase
agreement related thereto) to which it is a party as of the Closing Date and any
similar agreements which it may enter into thereafter; provided, however, that
the existence of, or the performance by the Company or any of its Restricted
Subsidiaries of its obligations under any future amendment to any such existing
agreement or under any similar agreement entered into after the Closing Date
shall only be permitted by this clause (ix) to the extent that the terms of any
such amendment or new agreement are not otherwise disadvantageous to the Holders
of the Securities in any material respect; (x) the payment of all fees and
expenses related to the Transactions, including fees to Blackstone; (xi)
transactions with customers, clients, suppliers or purchasers or sellers of
goods or services, in each case in the ordinary course of business and otherwise
in compliance with the terms of this Indenture, which are fair to the Company
and its Restricted Subsidiaries in the reasonable determination of the Board of
Directors or the senior management of the Company, or are on terms at least as
favorable as might reasonably have been obtained at such time from an
unaffiliated party; and (xii) the issuance of Capital Stock (other than
Disqualified Stock) of the Company or Volume Holdings to any Permitted Holder.

                  SECTION 4.08.     Liens. This Company shall not, and shall not
permit any of its Restricted Subsidiaries to, directly or indirectly, create,
Incur or suffer to exist any Lien on any asset or property of the Company or
such Restricted Subsidiary, or any income or profits therefrom, or assign or
convey any right to receive income therefrom, that secures any obligations of
the Company or any of its Subsidiaries (other than Senior Indebtedness) unless
the Securities are equally and ratably secured with (or on a senior basis to, in
the case of obligations subordinated in right of payment to the Securities) the
obligations so secured or until such time as such obligations are no longer
secured by a Lien. The preceding sentence shall not require the Company or any
Restricted Subsidiary to secure the Securities if the Lien consists of a
Permitted Lien.

                  No Guarantor shall directly or indirectly create, Incur or
suffer to exist any Lien on any asset or property of such Guarantor or any
income or profits therefrom, or assign or convey any right to receive income
therefrom, that secures any obligation of such Guarantor (other than Senior
Indebtedness of such Guarantor) unless the Guarantee of such Guarantor is
equally and ratably secured with (or on a senior basis to, in the case of
obligations subordinated on right of payment to such Guarantor's Guarantee) the
obligations so secured or until such time as such obligations are no longer
secured by a Lien. The preceding sentence shall not require any Guarantor to
secure its Guarantee if the Lien consists of a Permitted Lien.

                  SECTION 4.09.     Change of Control. (a) Upon a Change of
Control, each Holder shall have the right to require that the Company repurchase
all or any part of such Holder's Securities at a purchase price in cash equal to
101% of the principal amount thereof, plus accrued and unpaid interest and
liquidated damages, if any, to the date of repurchase (subject to the right of
Holders of record on the relevant record date to receive interest due on the

<PAGE>

                                                                              44

relevant interest payment date), in accordance with the terms contemplated in
Section 4.09(b); provided, however, that notwithstanding the occurrence of a
Change of Control, the Company shall not be obligated to purchase the Securities
pursuant to this Section 4.09 in the event that it has exercised its right to
redeem all the Securities pursuant to paragraph 5 of the Securities. In the
event that at the time of such Change of Control the terms of the Bank
Indebtedness restrict or prohibit the repurchase of Securities pursuant to this
Section 4.09, then prior to the mailing of the notice to Holders provided for in
Section 4.09(b) below but in any event within 30 days following any Change of
Control, the Company shall (i) repay in full all Bank Indebtedness or offer to
repay in full all Bank Indebtedness and repay the Bank Indebtedness of each
lender who has accepted such offer or (ii) obtain the requisite consent under
the agreements governing the Bank Indebtedness to permit the repurchase of the
Securities as provided for in Section 4.09(b).

                  (b)      Within 30 days following any Change of Control
(except as provided in Section 4.09(a)), the Company shall mail a notice to each
Holder with a copy to the Trustee (the "Change of Control Offer") stating:

                  (1)      that a Change of Control has occurred and that such
         Holder has the right to require the Company to purchase such Holder's
         Securities at a purchase price in cash equal to 101% of the principal
         amount thereof, plus accrued and unpaid interest and liquidated
         damages, if any, to the date of repurchase (subject to the right of
         Holders of record on the relevant record date to receive interest due
         on the relevant interest payment date);

                  (2)      the circumstances and relevant facts and financial
         information regarding such Change of Control;

                  (3)      the repurchase date (which shall be no earlier than
         30 days nor later than 60 days from the date such notice is mailed);
         and

                  (4)      the instructions determined by the Company,
         consistent with this Section 4.09, that a Holder must follow in order
         to have its Securities purchased.

                  (c)      Holders electing to have a Security purchased shall
be required to surrender the Security, with an appropriate form duly completed,
to the Company at the address specified in the notice at least three Business
Days prior to the purchase date. Holders shall be entitled to withdraw their
election if the Trustee or the Company receives not later than one Business Day
prior to the purchase date a telegram, telex, facsimile transmission or letter
setting forth the name of the Holder, the principal amount of the Securities
which were delivered for purchase by the Holder and a statement that such Holder
is withdrawing his election to have such Securities purchased.

                  (d)      On the purchase date, all Securities purchased by the
Company under this Section 4.09 shall be delivered to the Trustee for
cancelation, and the Company shall pay the purchase price plus accrued and
unpaid interest, if any, to the Holders entitled thereto.

                  (e)      Notwithstanding the foregoing provisions of this
Section 4.09, 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

<PAGE>

                                                                              45

compliance with the requirements set forth in Section 4.09(b) 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.

                  (f)      The Company shall comply, to the extent applicable,
with the requirements of Section 14(e) of the Exchange Act and any other
securities laws or regulations in connection with the repurchase of Securities
pursuant to this Section 4.09. To the extent that the provisions of any
securities laws or regulations conflict with Provisions of this Section 4.09,
the Company shall comply with the applicable securities laws and regulations and
shall not be deemed to have breached its obligations under this Section 4.09 by
virtue thereof.

                  SECTION 4.10.     Compliance Certificate. The Company shall
deliver to the Trustee within 120 days after the end of each fiscal year of the
Company commencing with the fiscal year ending on December 28, 1999, an
Officers' Certificate stating that in the course of the performance by the
signers of their duties as officers of the Company they would normally have
knowledge of any Default and whether or not the signers know of any Default that
occurred during such period. If they do, the certificate shall describe the
Default, its status and what action the Company is taking or proposes to take
with respect thereto. The Company also shall comply with Section 314(a)(4) of
the TIA.

                  SECTION 4.11.     Further Instruments and Acts. Upon request
of the Trustee, the Company shall execute and deliver such further instruments
and do such further acts as may be reasonably necessary or proper to carry out
more effectively the purpose of this Indenture.

                  SECTION 4.12.     Future Guarantors. The Company shall cause
each Restricted Subsidiary organized under the laws of the United States of
America or any state or territory thereof that Incurs Indebtedness or issues
shares of Disqualified Stock or Preferred Stock to execute and deliver to the
Trustee a supplemental indenture in the form of Exhibit C hereto pursuant to
which such Subsidiary shall guarantee payment of the Securities.

                                   ARTICLE 5

                                Successor Company

                  SECTION 5.01.     Merger, Consolidation or Sale of All or
Substantially All Assets. (a) The Company shall not consolidate or merge with or
into or wind up into (whether or not the Company is the surviving corporation),
or sell, assign, transfer, lease, convey or otherwise dispose of all or
substantially all of its properties or assets in one or more related
transactions, to any Person unless:

                  (i)      the Company is the surviving corporation or the
         Person formed by or surviving any such consolidation or merger (if
         other than the Company) or to which such sale, assignment, transfer,
         lease, conveyance or other disposition will have been made is a
         corporation, partnership or limited liability company organized or
         existing under the laws of the United States, any state thereof, the
         District of Columbia, or any territory thereof (the Company or such
         Person, as the case may be, being herein called the "Successor
         Company");

<PAGE>

                                                                              46

                  (ii)     the Successor Company (if other than the Company)
         expressly assumes all the obligations of the Company under this
         Indenture and the Securities pursuant to a supplemental indenture or
         other documents or instruments in form reasonably satisfactory to the
         Trustee;

                  (iii)    immediately after giving effect to such transaction
         (and treating any Indebtedness which becomes an obligation of the
         Successor Company or any of its Restricted Subsidiaries as a result of
         such transaction as having been Incurred by the Successor Company or
         such Restricted Subsidiary at the time of such transaction) no Default
         or Event of Default shall have occurred and be continuing;

                  (iv)     immediately after giving pro forma effect to such
         transaction, as if such transaction had occurred at the beginning of
         the applicable four-quarter period, either (A) the Successor Company
         would be permitted to Incur at least $1.00 of additional Indebtedness
         pursuant to Section 4.03 (a) hereof or (B) the Fixed Charge Coverage
         Ratio for the Successor Company and its Restricted Subsidiaries would
         be greater than such ratio for the Company and its Restricted
         Subsidiaries immediately prior to such transaction;

                  (v)      each Guarantor, unless it is the other party to the
         transactions described above, shall have by supplemental indenture
         confirmed that its Guarantee shall apply to such Person's obligations
         under this Indenture and the Securities; and

                  (vi)     the Company shall have delivered to the Trustee an
         Officers' Certificate and an Opinion of Counsel, each stating that such
         consolidation, merger or transfer and such supplemental indenture (if
         any) comply with this Indenture.

                  The Successor Company shall succeed to, and be substituted
for, the Company under this Indenture and the Securities. Notwithstanding the
foregoing clauses (iii) and (iv), (a) any Restricted Subsidiary may consolidate
with, merge into or transfer all or part of its properties and assets to the
Company or to another Restricted Subsidiary and (b) the Company may merge with
an Affiliate incorporated solely for the purpose of reincorporating the Company
in another state of the United States so long as the amount of Indebtedness of
the Company and its Restricted Subsidiaries is not increased thereby.

                  (b)      Subject to Section 11.02(b) hereof governing the
release of a Guarantee upon the sale or disposition of a Guarantor that is a
Subsidiary of the Company, each Guarantor shall not, and the Company shall not
permit a Guarantor to, consolidate or merge with or into or wind up into
(whether or not such Guarantor is the surviving corporation), or sell, assign,
transfer, lease, convey or otherwise dispose of all or substantially all of its
properties or assets in one or more related transactions to, any Person unless:

                  (i)      such Guarantor is the surviving corporation or the
         Person formed by or surviving any such consolidation or merger (if
         other than such Guarantor) or to which such sale, assignment, transfer,
         lease, conveyance or other disposition will have been made is a
         corporation, partnership or limited liability company organized or
         existing under the laws of the United States, any state thereof, the
         District of Columbia, or any

<PAGE>

                                                                              47

         territory thereof (such Guarantor or such Person, as the case may be,
         being herein called the "Successor Guarantor");

                  (ii)     the Successor Guarantor (if other than such
         Guarantor) expressly assumes all the obligations of such Guarantor
         under this Indenture and such Guarantors's Guarantee pursuant to a
         supplemental indenture or other documents or instruments in form
         reasonably satisfactory to the Trustee;

                  (iii)    immediately after giving effect to such transaction
         (and treating any Indebtedness which becomes an obligation of the
         Successor Guarantor or any of its Subsidiaries as a result of such
         transaction as having been Incurred by the Successor Guarantor or such
         Subsidiary at the time of such transaction) no Default or Event of
         Default shall have occurred and be continuing; and

                  (iv)     the Guarantor shall have delivered or caused to be
         delivered to the Trustee an Officers' Certificate and an Opinion of
         Counsel, each stating that such consolidation, merger or transfer and
         such supplemental indenture (if any) comply with this Indenture.

                           Subject to Section 11.02(b), the Successor Guarantor
shall succeed to, and be substituted for, such Guarantor under this Indenture
and such Guarantor's Guarantee. Notwithstanding the foregoing clause (iii), a
Guarantor may merge with an Affiliate incorporated solely for the purpose of
reincorporating such Guarantor in another state of the United States so long as
the amount of Indebtedness of the Guarantor is not increased thereby.

                                   ARTICLE 6

                              Defaults And Remedies

                  SECTION 6.01.     Events of Default. An "Event of Default"
occurs if:

                  (1)      the Company defaults in any payment of interest on
         any Security when the same becomes due and payable, whether or not such
         payment shall be prohibited by Article 10, and such default continues
         for a period of 30 days;

                  (2)      the Company defaults in the payment of the principal
         or premium, if any, of any Security when the same becomes due and
         payable at its Stated Maturity, upon optional redemption, upon required
         repurchase, upon declaration or otherwise, whether or not such payment
         shall be prohibited by Article 10;

                  (3)      the Company fails to comply with Section 5.01 hereof;

                  (4)      the Company fails to comply with Section 4.02, 4.03,
         4.04, 4.05, 4.06, 4.07, 4.08, 4.09 or 4.12 (other than a failure to
         purchase Securities when required under Section 4.06 or 4.09) and such
         failure continues for 30 days after the notice specified below;

<PAGE>

                                                                              48

                  (5)      the Company fails to comply with any of its
         agreements in the Securities or this Indenture (other than those
         referred to in (1), (2), (3) or (4) above) and such failure continues
         for 60 days after the notice specified below;

                  (6)      Indebtedness of the Company or any Subsidiary (other
         than Indebtedness owing to the Company or a Restricted Subsidiary) is
         not paid within any applicable grace period after final maturity or the
         acceleration by the holders thereof because of a default and the total
         amount of such Indebtedness unpaid or accelerated exceeds $15,000,000
         or its foreign currency equivalent;

                  (7)      the Company or any Significant Subsidiary pursuant to
         or within the meaning of any Bankruptcy Law:

                           (A)      commences a voluntary case;

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

                           (C)      consents to the appointment of a Custodian
                  of it or for any substantial part of its property; or

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

         or takes any comparable action under any foreign laws relating to
         insolvency;

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

                           (A)      is for relief against the Company or any
                  Significant Subsidiary in an involuntary case;

                           (B)      appoints a Custodian of the Company or any
                  Significant Subsidiary or for any substantial part of the
                  property of the Company or any Significant Subsidiary; or

                           (C)      orders the winding up or liquidation of the
                  Company or any Significant Subsidiary;

         or any similar relief is granted under any foreign laws and the order
         or decree remains unstayed and in effect for 60 days;

                  (9)      any judgment or decree for the payment of money
         (other than judgments which are covered by enforceable insurance
         policies issued by solvent carriers) in excess of $15,000,000 or its
         foreign currency equivalent against the Company or a Significant
         Subsidiary and either (A) an enforcement proceeding thereon has been
         commenced by any creditor upon such judgment or decree or (B) there is
         a period of 60 days following the entry of such judgment or decree
         during which such judgment or decree is not discharged, waived or the
         execution thereof stayed; or

<PAGE>

                                                                              49

                  (10)     any Guarantee ceases to be in full force and effect
         (except as contemplated by the terms thereof) or any Guarantor or
         Person acting by or on behalf of such Guarantor denies or disaffirms
         its obligations under this Indenture or any Guarantee and such Default
         continues for 10 days.

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

                  The term "Bankruptcy Law" means Title 11, United State Code,
or any similar Federal or state law for the relief of debtors. The term
"Custodian" means any receiver, trustee, assignee, liquidator, custodian or
similar official under any Bankruptcy Law.

                  A Default under clause (4) or (5) above is not an Event of
Default until the Trustee or the Holders of at least 25% in principal amount of
the outstanding Securities notify the Company of the Default and the Company
does not cure such Default within the time specified in clause (4) or (5), as
the case may be, after receipt of such notice. Such notice must specify the
Default, demand that it be remedied and state that such notice is a "Notice of
Default".

                  The Company shall deliver to the Trustee, within 30 days after
the occurrence thereof, written notice in the form of an Officers' Certificate
of any Event of Default under clause (6) or (10) and any event which with the
giving of notice or the lapse of time would become an Event of Default under
clause (4), (5) or (9), its status and what action the Company is taking or
proposes to take with respect thereto.

                  SECTION 6.02.     Acceleration. If an Event of Default (other
than an Event of Default specified in Section 6.01(7) or (8) with respect to the
Company) occurs and is continuing, the Trustee by notice to the Company, or the
Holders of at least 25% in principal amount of the outstanding Securities by
notice to the Company, may declare the principal of, premium, if any, and
accrued but unpaid interest on all the Securities to be due and payable. Upon
such a declaration, such principal and interest shall be due and payable
immediately. If an Event of Default specified in Section 6.01(7) or (8) with
respect to the Company occurs, the principal of, premium, if any, and interest
on all the 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
Securityholders. The Holders of a majority in principal amount of the Securities
by notice to the Trustee may rescind an acceleration and its consequences if the
rescission would not conflict with any judgment or decree and if all existing
Events of Default have been cured or waived except nonpayment of principal or
interest that has become due solely because of acceleration. No such rescission
shall affect any subsequent Default or impair any right consequent thereto.

                  SECTION 6.03.     Other Remedies. If an Event of Default
occurs and is continuing, the Trustee may pursue any available remedy to collect
the payment of principal of or interest on the Securities or to enforce the
performance of any provision of the Securities or this Indenture.

<PAGE>

                                                                              50

                  The Trustee may maintain a proceeding even if it does not
possess any of the Securities or does not produce any of them in the proceeding.
A delay or omission by the Trustee or any Securityholder in exercising any right
or remedy accruing upon an Event of Default shall not impair the right or remedy
or constitute a waiver of or acquiescence in the Event of Default. No remedy is
exclusive of any other remedy. All available remedies are cumulative.

                  SECTION 6.04.     Waiver of Past Defaults. The Holders of a
majority in principal amount of the outstanding Securities by notice to the
Trustee may on behalf of the Holders of all such Securities waive an existing
Default or an Event of Default and its consequences except (i) a continuing
Default or an Event of Default in the payment of the principal of or interest on
a Security, (ii) a Default or an Event of Default arising from the failure to
redeem or purchase any Security when required pursuant to the terms of this
Indenture or (iii) a Default or an Event of Default in respect of a provision
that under Section 9.02 cannot be amended without the consent of each
Securityholder affected. In the event of any Event of Default specified in
Section 6.01(4), such Event of Default and all consequences thereof (including
without limitation any acceleration or resulting payment default) shall be
annulled, waived and rescinded, automatically and without any action by the
Trustee or the Holders, if within 20 days after such Event of Default arose (x)
the Indebtedness or guarantee that is the basis for such Event of Default has
been discharged, or (y) the holders thereof have rescinded or waived the
acceleration, notice or action (as the case may be) giving rise to such Event of
Default, or (z) if the default that is the basis for such Event of Default has
been cured. When a Default is waived, it is deemed cured, but no such waiver
shall extend to any subsequent or other Default or impair any consequent right.

                  SECTION 6.05.     Control by Majority. The Holders of a
majority in principal amount of the Securities may direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee or of
exercising any trust or power conferred on the Trustee. However, the Trustee may
refuse to follow any direction that conflicts with law or this Indenture or,
subject to Section 7.01, that the Trustee determines is unduly prejudicial to
the rights of other Securityholders or would involve the Trustee in personal
liability; provided, however, that the Trustee may take any other action deemed
proper by the Trustee that is not inconsistent with such direction. Prior to
taking any action hereunder, the Trustee shall be entitled to indemnification
satisfactory to it in its sole discretion against all losses and expenses caused
by taking or not taking such action.

                  SECTION 6.06.     Limitation on Suits. Except to enforce the
right to receive payment of principal, premium (if any) or interest when due, no
Securityholder may pursue any remedy with respect to this Indenture or the
Securities unless:

                  (1)      the Holder gives to the Trustee written notice
         stating that an Event of Default is continuing;

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

<PAGE>

                                                                              51

                  (3)      such Holder or Holders offer to the Trustee
         reasonable security or indemnity against any loss, liability or
         expense;

                  (4)      the Trustee does not comply with the request within
         60 days after receipt of the request and the offer of security or
         indemnity; and

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

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

                  SECTION 6.07.     Rights of Holders to Receive Payment.
Notwithstanding any other provision of this Indenture, the right of any Holder
to receive payment of principal of and liquidated damages and interest on the
Securities held by such Holder, on or after the respective due dates expressed
in the Securities, or to bring suit for the enforcement of any such payment on
or after such respective dates, shall not be impaired or affected without the
consent of such Holder.

                  SECTION 6.08.     Collection Suit by Trustee. If an Event of
Default specified in Section 6.01(1) or (2) occurs and is continuing, the
Trustee may recover judgment in its own name and as trustee of an express trust
against the Company for the whole amount then due and owing (together with
interest on any unpaid interest to the extent lawful) and the amounts provided
for in Section 7.07.

                  SECTION 6.09.     Trustee May File Proofs of Claim. The
Trustee may file such proofs of claim and other papers or documents as may be
necessary or advisable in order to have the claims of the Trustee and the
Securityholders allowed in any judicial proceedings relative to the Company, any
Subsidiary or Guarantor, their creditors or their property and, unless
prohibited by law or applicable regulations, may vote on behalf of the Holders
in any election of a trustee in bankruptcy or other Person performing similar
functions, and any Custodian in any such judicial proceeding is hereby
authorized by each Holder to make 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 the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and its counsel, and any other amounts due the Trustee under Section 7.07.

                  SECTION 6.10.     Priorities. If the Trustee collects any
money or property pursuant to this Article 6, it shall pay out the money or
property in the following order:

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

                  SECOND: to holders of Senior Indebtedness of the Company to
         the extent required by Article 10;

                  THIRD: to Securityholders for amounts due and unpaid on the
         Securities for principal and interest, ratably, and any liquidated
         damages without preference or priority

<PAGE>

                                                                              52

         of any kind, according to the amounts due and payable on the Securities
         for principal, any liquidated damages and interest, respectively; and

                  FOURTH: to the Company or any other obligor on the Securities.

                  The Trustee may fix a record date and payment date for any
payment to Securityholders pursuant to this Section 6.10. At least 15 days
before such record date, the Trustee shall mail to each Securityholder and the
Company a notice that states the record date, the payment date and amount to be
paid.

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

                  SECTION 6.12.     Waiver of Stay or Extension Law. Neither the
Company nor any Guarantor (to the extent it may lawfully do so) shall at any
time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any 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 shall not hinder, delay or impede the execution of any power herein
granted to the Trustee, but shall suffer and permit the execution of every such
power as though no such law had been enacted.

                                    ARTICLE 7

                                     Trustee

                  SECTION 7.01.     Duties of Trustee. (a) If an Event of
Default has occurred and is continuing, the Trustee shall exercise 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.

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

                  (1)      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

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

<PAGE>

                                                                              53

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

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

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

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

                  (d)      Every provision of this Indenture that in any way
relates to the Trustee is subject to paragraphs (a), (b) and (c) of this
Section.

                  (e)      The Trustee shall not be liable for interest on any
money received by it except as the Trustee may agree in writing with the
Company.

                  (f)      Money held in trust by the Trustee need not be
segregated from other funds except to the extent required by law.

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

                  (h)      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 7.01 and to the provisions of
the TIA.

                  SECTION 7.02.     Rights of Trustee. (a) The Trustee may rely
on any document believed by it to be genuine and to have been signed or
presented by the proper person. The Trustee need not investigate any fact or
matter stated in the document.

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

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

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

<PAGE>

                                                                              54

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

                  (f)      The Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, consent, order,
approval, bond, debenture, note or other paper or document unless requested in
writing to do so by the Holders of not less than a majority in principal amount
of the Securities at the time outstanding, but the Trustee, in its discretion,
may 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 to examine the books, records and premises
of the Company, personally or by agent or attorney.

                  (g)      In case an Event of Default occurs and is continuing,
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 reasonably be incurred by it in compliance with such
request or direction.

                  SECTION 7.03.     Individual Right of Trustee. The Trustee in
its individual or any other capacity may become the owner or pledgee of
Securities and may otherwise deal with the Company or its Affiliates with the
same rights it would have if it were not Trustee. Any Paying Agent, Registrar or
co-paying agent may do the same with like rights. However, the Trustee must
comply with Sections 7.10 and 7.11.

                  SECTION 7.04.     Trustee's Disclaimer. The Trustee shall not
be responsible for and makes no representation as to the validity or adequacy of
this Indenture or the Securities, it shall not be accountable for the Company's
use of the proceeds from the Securities, and it shall not be responsible for any
statement of the Company in this Indenture or in any document issued in
connection with the sale of the Securities or in the Securities other than the
Trustee's certificate of authentication.

                  SECTION 7.05.     Notice of Defaults. If a Default occurs and
is continuing and is actually known to the Trustee, the Trustee shall mail to
each Securityholder notice of the Default within the earlier of 90 days after it
occurs or 30 days after it is actually known to a Trust Officer or written
notice of it is received by the Trustee. Except in the case of a Default in
payment of principal of, premium (if any) or interest on any Security, the
Trustee may withhold notice if and so long as a committee of its Trust Officers
in good faith determines that withholding notice is in the interests of
Securityholders.

                  SECTION 7.06.     Reports by Trustee to Holders. As promptly
as practicable after each May 15 beginning with the May 15 following the date of
this Indenture, and in any event prior to July 15 in each year, the Trustee
shall mail to each Securityholder a brief report dated as of July 15 that
complies with Section 313(a) of the TIA. The Trustee shall also comply with
Section 313(b) of the TIA.

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                                                                              55

                  A copy of each report at the time of its mailing to
Securityholders shall be filed with the SEC and each stock exchange (if any) on
which the Securities are listed. The Company agrees to notify promptly the
Trustee whenever the Securities become listed on any stock exchange and of any
delisting thereof.

                  SECTION 7.07.     Compensation and Indemnity. The Company
shall pay to the Trustee from time to time reasonable compensation for its
services. The Trustee's compensation shall not be limited by any law on
compensation of a trustee of an express trust. The Company shall reimburse the
Trustee upon request for all reasonable out-of-pocket expenses incurred or made
by it, including costs of collection, in addition to the compensation for its
services. Such expenses shall include the reasonable compensation and expenses,
disbursements and advances of the Trustee's agents, counsel, accountants and
experts. The Company and each Guarantor, jointly and severally, shall indemnify
the Trustee against any and all loss, liability or expense (including reasonable
attorneys' fees) incurred by or in connection with the administration of this
trust and the performance of its duties hereunder. The Trustee shall notify the
Company of any claim for which it may seek indemnity promptly upon obtaining
actual knowledge thereof; provided, however, that any failure so to notify the
Company shall not relieve the Company or any Guarantor of its indemnity
obligations hereunder. The Company shall defend the claim and the indemnified
party shall provide reasonable cooperation at the Company's expense in the
defense of such claim. Such indemnified parties may together have one separate
counsel and the Company and the Guarantors, as applicable shall pay the fees and
expenses of such counsel; provided, however, that the Company shall not be
required to pay such fees and expenses if it assumes such indemnified parties'
defense and, in such indemnified parties' reasonable judgment, there is no
conflict of interest between the Company and the Guarantors, as applicable, and
such parties in connection with such defense. The Company need not reimburse any
expense or indemnify against any loss, liability or expense incurred by an
indemnified party through such party's own wilful misconduct, negligence or bad
faith.

                  To secure the Company's payment obligations in this Section,
the Trustee shall have a lien prior to the Securities on all money or property
held or collected by the Trustee other than money or property held in trust to
pay principal of and interest and any liquidated damages on particular
Securities.

                  The Company's payment obligations pursuant to this Section
shall survive the satisfaction or discharge of this Indenture, any rejection or
termination of this Indenture under any bankruptcy law or the resignation or
removal of the Trustee. When the Trustee incurs expenses after the occurrence of
a Default specified in Section 6.01(7) or (8) with respect to the Company, the
expenses are intended to constitute expenses of administration under the
Bankruptcy Law.

                  SECTION 7.08.     Replacement of Trustee. The Trustee may
resign at any time by so notifying the Company. The Holders of a majority in
principal amount of the Securities may remove the Trustee by so notifying the
Trustee and may appoint a successor Trustee. The Company shall remove the
Trustee if:

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

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                                                                              56

                  (2)      the Trustee is adjudged bankrupt or insolvent;

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

                  (4)      the Trustee otherwise becomes incapable of acting.

                  If the Trustee resigns, is removed by the Company or by the
Holders of a majority in principal amount of the Securities and such Holders do
not reasonably promptly appoint a successor Trustee, or if a vacancy exists in
the office of Trustee for any reason (the Trustee in such event being referred
to herein as the retiring Trustee), the Company shall promptly appoint a
successor Trustee.

                  A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee shall mail a notice of its
succession to Securityholders. The retiring Trustee shall promptly transfer all
property held by it as Trustee to the successor Trustee, subject to the lien
provided for in Section 7.07.

                  If a successor Trustee does not take office within 60 days
after the retiring Trustee resigns or is removed, the retiring Trustee or the
Holders of 10% in principal amount of the Securities may petition any court of
competent jurisdiction for the appointment of a successor Trustee.

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

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

                  SECTION 7.09.     Successor Trustee by Merger. If the Trustee
consolidates with, merges or converts into, or transfers all or substantially
all its corporate trust business or assets to, another corporation or banking
association, the resulting, surviving or transferee corporation without any
further act shall be the successor Trustee.

                  In case at the time such successor or successors by merger,
conversion or consolidation to the Trustee shall succeed to the trusts created
by this Indenture any of the Securities shall have been authenticated but not
delivered, any such successor to the Trustee may adopt the certificate of
authentication of any predecessor trustee, and deliver such Securities so
authenticated; and in case at that time any of the Securities shall not have
been authenticated, any successor to the Trustee may authenticate such
Securities either in the name of any predecessor hereunder or in the name of the
successor to the Trustee; and in all such cases such certificates shall have the
full force which it is anywhere in the Securities or in this Indenture provided
that the certificate of the Trustee shall have.

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                                                                              57

                  SECTION 7.10.     Eligibility; Disqualification. The Trustee
shall at all times satisfy the requirements of TIA Section 310(a). The Trustee
shall have a combined capital and surplus of at least $100,000,000 as set forth
in its most recent published annual report of condition. The Trustee shall
comply with TIA Section 310(b); provided, however, that there shall be excluded
from the operation of TIA Section 310(b)(1) any indenture or indentures under
which other securities or certificates of interest or participation in other
securities of the Company are outstanding if the requirements for such exclusion
set forth in TIA Section 310(b)(1) are met.

                  SECTION 7.11.     Preferential Collection of Claims Against
Company. The Trustee shall comply with TIA Section 311(a), excluding any
creditor relationship listed in TIA Section 311(b). A Trustee who has resigned
or been removed shall be subject to TIA Section 311 (a) to the extent indicated.

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                                                                              58

                                    ARTICLE 8

                        Discharge Of Indenture Defeasance

                  SECTION 8.01.     Discharge of Liability on Securities;
Defeasance. (a) When (i) the Company delivers to the Trustee all outstanding
Securities (other than Securities replaced pursuant to Section 2.08 or paid or
Securities for which payment money has heretofore been deposited in trust
pursuant to this Article 8) for cancelation or (ii) all outstanding Securities
not theretofore delivered for cancelation have become due and payable, whether
at maturity or as a result of the mailing of a notice of redemption pursuant to
Article 3 hereof or will become due and payable within one year or are to be
called for redemption within one year under arrangements satisfactory to the
Trustee for the giving of notice in the name and at the expense of the Company,
and the Company or any Guarantor irrevocably deposits or causes to be deposited
with the Trustee funds or U.S. Government Obligations on which payment of
principal and interest when due will be sufficient to pay at maturity or upon
redemption all outstanding Securities, including interest thereon to maturity or
such redemption date (other than Securities replaced pursuant to Section 2.08),
and if in either case the Company pays all other sums payable hereunder by the
Company, then this Indenture shall, subject to Section 8.01(c), cease to be of
further effect. The Trustee shall acknowledge satisfaction and discharge of this
Indenture on demand of the Company accompanied by an Officers' Certificate and
an Opinion of Counsel and at the cost and expense of the Company.

                  (b)      Subject to Sections 8.01(c) and 8.02, the Company at
any time may terminate (i) all of its obligations under the Securities and this
Indenture ("legal defeasance option") or (ii) its obligations under Sections
4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11 and 4.12 and the
operation of Section 5.01(a)(iv), 6.01(4), 6.01(6), 6.01(7) (with respect to
Subsidiaries of the Company only), 6.01(8) (with respect to Subsidiaries of the
Company only) and 6.01(9) ("covenant defeasance option"). The Company may
exercise its legal defeasance option notwithstanding its prior exercise of its
covenant defeasance option. In the event that the Company terminates all of its
obligations under the Securities and this Indenture by exercising its legal
defeasance option, the obligations under the Guarantees shall each be terminated
simultaneously with the termination of such obligations.

                  If the Company exercises its legal defeasance option, payment
of the Securities may not be accelerated because of an Event of Default. If the
Company exercises its covenant defeasance option, payment of the Securities may
not be accelerated because of an Event of Default specified in Section 6.01(4),
6.01(6), 6.01(7) (with respect to Significant Subsidiaries of the Company only),
6.01(8) (with respect to Significant Subsidiaries of the Company only) or
6.01(9) or because of the failure of the Company to comply with clause (iv) of
Section 5.01(a).

                  Upon satisfaction of the conditions set forth herein and upon
request of the Company, the Trustee shall acknowledge in writing the discharge
of those obligations that the Company terminates.

                  (c)      Notwithstanding clauses (a) and (b) above, the
Company's obligations in Sections 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 7.07, 7.08
and in this Article 8 shall survive until the

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                                                                              59

Securities have been paid in full. Thereafter, the Company's obligations in
Sections 7.07, 8.04 and 8.05 shall survive.

                  SECTION 8.02.     Conditions to Defeasance. The Company may
exercise its legal defeasance option or its covenant defeasance option only if.

                  (1)      the Company irrevocably deposits in trust with the
         Trustee money or U.S. Government Obligations for the payment of
         principal, premium (if any) and interest on the Securities to maturity
         or redemption, as the case may be;

                  (2)      the Company delivers to the Trustee a certificate
         from a nationally recognized firm of independent accountants expressing
         their opinion that the payments of principal and interest when due and
         without reinvestment on the deposited U.S. Government Obligations plus
         any deposited money without investment will provide cash at such times
         and in such amounts as will be sufficient to pay principal and interest
         when due on all the Securities to maturity or redemption, as the case
         may be;

                  (3)      123 days pass after the deposit is made and during
         the 123-day period no Default specified in Section 6.01(7) or (8) with
         respect to the Company occurs which is continuing at the end of the
         period;

                  (4)      the deposit does not constitute a default under any
         other material agreement binding on the Company and is not prohibited
         by Article 10;

                  (5)      the Company delivers to the Trustee an Opinion of
         Counsel to the effect that the trust resulting from the deposit does
         not constitute, or is qualified as, a regulated investment company
         under the Investment Company Act of 1940;

                  (6)      in the case of the legal defeasance option, the
         Company shall have delivered to the Trustee an Opinion of Counsel
         stating that, subject to customary assumptions and exclusions, (i) the
         Company has received from, or there has been published by, the Internal
         Revenue Service a ruling, or (ii) since the date of this Indenture
         there has been a change in the applicable Federal income tax law, in
         either case to the effect that, and based thereon such Opinion of
         Counsel shall confirm that, subject to customary assumptions and
         exclusions, the Securityholders will not recognize income, gain or loss
         for Federal income tax purposes as a result of such defeasance and will
         be subject to Federal income tax on the same amounts, in the same
         manner and at the same times as would have been the case if such
         defeasance had not occurred;

                  (7)      in the case of the covenant defeasance option, the
         Company shall have delivered to the Trustee an Opinion of Counsel to
         the effect that, subject to customary assumptions and exclusions, the
         Securityholders will not recognize income, gain or loss for Federal
         income tax purposes as a result of such covenant defeasance and will be
         subject to Federal income tax on the same amounts, in the same manner
         and at the same times as would have been the case if such covenant
         defeasance had not occurred; and

                  (8)      the Company delivers to the Trustee an Officers'
         Certificate and an Opinion of Counsel (which Opinion of Counsel may be
         subject to customary assumptions

<PAGE>

                                                                              60

         and exclusions), each stating that all conditions precedent to the
         defeasance and discharge of the Securities as contemplated by this
         Article 8 have been complied with.

                  Before or after a deposit, the Company may make arrangements
satisfactory to the Trustee for the redemption of Securities at a future date in
accordance with Article 3.

                  SECTION 8.03.     Application of Trust Money. The Trustee
shall hold in trust money or U.S. Government Obligations deposited with it
pursuant to this Article 8. It shall apply the deposited money and the money
from U.S. Government Obligations through the Paying Agent and in accordance with
this Indenture to the payment of principal of and interest on the Securities.
Money and securities so held in trust are not subject to Article 10.

                  SECTION 8.04.     Repayment to Company. The Trustee and the
Paying Agent shall promptly turn over to the Company upon request any excess
money or securities held by them at any time.

                  Subject to any applicable abandoned property law, the Trustee
and the Paying Agent shall pay to the Company upon written request any money
held by them for the payment of principal or interest that remains unclaimed for
two years, and, thereafter, Securityholders entitled to the money must look to
the Company for payment as general creditors.

                  SECTION 8.05.     Indemnity for Government Obligations. The
Company shall pay and shall indemnify the Trustee against any tax, fee or other
charge imposed on or assessed against deposited U.S. Government Obligations or
the principal and interest received on such U.S. Government Obligations.

                  SECTION 8.06.     Reinstatement. If the Trustee or Paying
Agent is unable to apply any money or U.S. Government Obligations in accordance
with this Article 8 by reason of any legal proceeding or by reason of any order
or judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, the Company's obligations under this
Indenture and the Securities shall be revived and reinstated as though no
deposit had occurred pursuant to this Article 8 until such time as the Trustee
or Paying Agent is permitted to apply all such money or U.S. Government
Obligations in accordance with this Article 8; provided, however, that, if the
Company has made any payment of interest on or principal of any Securities
because of the reinstatement of its obligations, the Company shall be subrogated
to the rights of the Holders of such Securities to receive such payment from the
money or U.S. Government Obligations held by the Trustee or Paying Agent.

                                   ARTICLE 9

                                   Amendments

                  SECTION 9.01.     Without Consent of Holders. The Company and
the Trustee may amend this Indenture or the Securities without notice to or
consent of any Securityholder:

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

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                                                                              61

                  (2)      to comply with Article 5;

                  (3)      to provide for uncertificated Securities in addition
         to or in place of certificated Securities; provided, however, that the
         uncertifcated Securities are issued in registered form for purposes of
         Section 163(f) of the Code or in a manner such that the uncertificated
         Securities are described in Section 163(f)(2)(B) of the Code;

                  (4)      to make any change in Article 10 or Article 12 that
         would limit or terminate the benefits available to any holder of Senior
         Indebtedness (or Representatives therefor) under Article 10 or Article
         12;

                  (5)      to add additional Guarantees with respect to the
         Securities or to secure the Securities;

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

                  (7)      to comply with any requirement of the SEC in
         connection with qualifying, or maintaining the qualification of, this
         Indenture under the TIA;

                  (8)      to make any change that does not adversely affect the
         rights of any Securityholder; or

                  (9)      to provide for the issuance of the Exchange
         Securities, Private Exchange Securities or Additional Securities, which
         shall have terms substantially identical in all material respects to
         the Original Securities (except that the transfer restrictions
         contained in the Original Securities shall be modified or eliminated,
         as appropriate), and which shall be treated, together with any
         outstanding Original Securities, as a single issue of securities.

                  An amendment under this Section may not make any change that
adversely affects the rights under Article 10 or Article 12 of any holder of
Senior Indebtedness then outstanding unless the holders of such Senior
Indebtedness (or any group or representative thereof authorized to give a
consent) consent to such change.

                  After an amendment under this Section becomes effective, the
Company shall mail to Securityholders a notice briefly describing such
amendment. The failure to give such notice to all Securityholders, or any defect
therein, shall not impair or affect the validity of an amendment under this
Section.

                  SECTION 9.02.     With Consent of Holders. The Company, the
Guarantors and the Trustee may amend this Indenture or the Securities without
notice to any Securityholder but with the written consent of the Holders of at
least a majority in principal amount of the Securities then outstanding
(including consents obtained in connection with a tender offer or exchange for
the Securities), and any existing Default (subject to Article 6) or compliance
with any provision of this Indenture or the Securities may be waived with the
consent of the Holders of a majority in principal amount of the then outstanding
Securities (including consents obtained

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                                                                              62

in connection with a purchase of or tender offer or exchange offer for
Securities). However, without the consent of each Securityholder affected, an
amendment or waiver may not:

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

                  (2)      reduce the rate of or extend the time for payment of
         interest on any Security;

                  (3)      reduce the principal of or extend the Stated Maturity
         of any Security;

                  (4)      reduce the premium payable upon the redemption of any
         Security or change the time at which any Security may be redeemed in
         accordance with Article 3;

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

                  (6)      make any change in Article 10 or Article 12 that
         adversely affects the rights of any Securityholder under Article 10 or
         Article 12;

                  (7)      make any change in Section 6.04 or 6.07 or the second
         sentence of this Section 9.02; or

                  (8)      modify the Guarantees in any manner adverse to the
         Holders; or

                  (9)      impair the right of any Holder to receive payment of
         principal of, or interest on such Holder's Securities on or after the
         due dates therefor or to institute suit for the enforcement of any
         payment on or with respect to such Holder's Securities.

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

                  An amendment or waiver under this Section 9.02 may not make
any change that adversely affects the rights under Article 10 or Article 12 of
any holder of Senior Indebtedness then outstanding unless the holders of such
Senior Indebtedness (or any group or representative thereof authorized to give a
consent) consent to such change.

                  After an amendment or waiver under this Section becomes
effective, the Company shall mail to Securityholders a notice briefly describing
such amendment or waiver. The failure to give such notice to all
Securityholders, or any defect therein, shall not impair or affect the validity
of an amendment or waiver under this Section 9.02.

                  SECTION 9.03.     Compliance with Trust Indenture Act. Every
amendment to this Indenture or the Securities shall comply with the TIA as then
in effect.

                  SECTION 9.04.     Revocation and Effect of Consent and
Waivers. A consent to an amendment or a waiver by a Holder of a Security shall
bind the Holder and every subsequent Holder of that Security or portion of the
Security that evidences the same debt as the

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                                                                              63

consenting Holder's Security, even if notation of the consent or waiver is not
made on the Security. However, any such Holder or subsequent Holder may revoke
the consent or waiver as to such Holder's Security or portion of the Security if
the Trustee receives the notice of revocation before the date on which the
Trustee receives an Officers' Certificate from the Company certifying that the
requisite number of consents has been received. After an amendment or waiver
becomes effective, it shall bind every Securityholder. An amendment or waiver
becomes effective upon the (i) receipt by the Company or the Trustee of the
requisite number of consents, (ii) satisfaction of conditions to effectiveness
as set forth in this Indenture and an indenture supplemental hereto containing
such amendment or waiver and (iii) execution of such amendment or waiver (or
supplemental indenture) by the Company and the Trustee.

                  The Company may, but shall not be obligated to, fix a record
date for the purpose of determining the Securityholders entitled to give their
consent or take any other action described above or required or permitted to be
taken pursuant to this Indenture. If a record date is fixed, then
notwithstanding the immediately preceding paragraph, those Persons who were
Securityholders at such record date (or their duly designated proxies), and only
those Persons, shall be entitled to give such consent or to revoke any consent
previously given or to take any such action, whether or not such Persons
continue to be Holders after such record date. No such consent shall be valid or
effective for more than 120 days after such record date.

                  SECTION 9.05.     Notation on or Exchange of Securities. If an
amendment changes the terms of a Security, the Trustee may require the Holder of
the Security to deliver it to the Trustee. The Trustee may place an appropriate
notation on the Security regarding the changed terms and return it to the
Holder. Alternatively, if the Company or the Trustee so determines, the Company
in exchange for the Security shall issue and the Trustee shall authenticate a
new Security that reflects the changed terms. Failure to make the appropriate
notation or to issue a new Security shall not affect the validity of such
amendment.

                  SECTION 9.06.     Trustee To Sign Amendments. The Trustee
shall sign any amendment authorized pursuant to this Article 9 if the amendment
does not adversely affect the rights, duties, liabilities or immunities of the
Trustee. If it does, the Trustee may but need not sign it. In signing such
amendment the Trustee shall be entitled to receive indemnity reasonably
satisfactory to it and to receive, and (subject to Section 7.01) shall be fully
protected in relying upon, an Officers' Certificate and an Opinion of Counsel
stating that such amendment is authorized or permitted by this Indenture and
that such amendment is the legal, valid and binding obligation of the Company
and the Guarantors enforceable against them in accordance with its terms,
subject to customary exceptions, and complies with the provisions hereof
(including Section 9.03).

                  SECTION 9.07.     Payment for Consent. Neither the Company nor
any Affiliate of the Company shall, directly or indirectly, pay or cause to be
paid any consideration, whether by way of interest, fee or otherwise, to any
Holder for or as an inducement to any consent, waiver or amendment of any of the
terms or provisions of this Indenture or the Securities unless such
consideration is offered to be paid to all Holders that so consent, waive or
agree to amend in the time frame set forth in solicitation documents relating to
such consent, waiver or agreement.

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                                                                              64

                                   ARTICLE 10

                                  Subordination

                  SECTION 10.01.    Agreement To Subordinate. The Company
agrees, and each Securityholder by accepting a Security agrees, that the
Indebtedness evidenced by the Securities is subordinated in right of payment, to
the extent and in the manner provided in this Article 10, to the prior payment
in full of all existing and future Senior Indebtedness of the Company and that
the subordination is for the benefit of and enforceable by the holders of such
Senior Indebtedness. The Securities shall in all respects rank pari passu in
right of payment with all existing and future pari passu Indebtedness of the
Company and shall rank senior in right of payment to all existing and future
Subordinated Indebtedness of the Company; and only Indebtedness of the Company
that is Senior Indebtedness of the Company shall rank senior to the Securities
in accordance with the provisions set forth herein. For purposes of this Article
10, the Indebtedness evidenced by the Securities shall be deemed to include the
liquidated damages payable pursuant to the provisions set forth in the
Securities and the Registration Agreement. All provisions of this Article 10
shall be subject to Section 10.12.

                  SECTION 10.02.    Liquidation, Dissolution, Bankruptcy. Upon
any payment or distribution of the assets of the Company to creditors upon a
total or partial liquidation or dissolution of the Company or reorganization of
or similar proceeding relating to the Company or its property, the holders of
Senior Indebtedness of the Company shall be entitled to receive payment in full
of the Senior Indebtedness of the Company before the Securityholders are
entitled to receive any payment and until the Senior Indebtedness is paid in
full, any payment or distribution to which Securityholders would be entitled but
for this Article 10 shall be made to holders of the Senior Indebtedness of the
Company as their interests may appear (except that Securityholders may receive
and retain (i) Permitted Junior Securities and (ii) payments made from the trust
described under Section 8.01 so long as, on the date or dates the respective
amounts were paid into the trust, such payments were made with respect to the
Securities without violating this Article 10). If a distribution is made to
Securityholders that due to this Article 10 should not have been made to them,
such Securityholders are required to hold it in trust for the holders of Senior
Indebtedness and pay it over to them as their interests may appear.

                  SECTION 10.03.    Default on Senior Indebtedness. The Company
may not pay the principal of, premium (if any) or interest on, the Securities or
make any deposit pursuant to Section 8.01 and may not otherwise purchase, redeem
or otherwise retire any Securities (except that Holders may receive and retain
(a) Permitted Junior Securities and (b) payments made from the trust described
in Section 8.01) (collectively, "pay the Securities") if (i) a default in the
payment of the principal of, premium, if any, or interest on an Designated
Senior Indebtedness of the Company occurs and is continuing or any other amount
owing in respect of any Designated Senior Indebtedness of the Company is not
paid when due, or (ii) any other default on Designated Senior Indebtedness of
the Company occurs and the maturity of such Designated Senior Indebtedness is
accelerated in accordance with its terns unless, in either case, (x) the default
has been cured or waived and any such acceleration has been rescinded or (y)
such Designated Senior Indebtedness has been paid in full. However, the Company
may pay the Securities without regard to the foregoing if the Company and the
Trustee receive written notice approving such payment from the Representative of
such Designated Senior Indebtedness with

<PAGE>

                                                                              65

respect to which either of the events set forth in clause (i) or (ii) of the
immediately preceding sentence has occurred and is continuing. During the
continuance of any default (other than a default described in clause (i) or (ii)
of the second preceding sentence) with respect to any Designated Senior
Indebtedness of the Company pursuant to which the maturity thereof may be
accelerated immediately without further notice (except such notice as may be
required to effect such acceleration) or the expiration of any applicable grace
periods, the Company may not pay the Securities for a period (a "Payment
Blockage Period") commencing upon the receipt by the Trustee (with a copy to the
Company) of written notice (a "Blockage Notice") of such default from the
Representative of such Designated Senior Indebtedness specifying an election to
effect a Payment Blockage Period and ending 179 days thereafter (or earlier if
such Payment Blockage Period is terminated (i) by written notice to the Trustee
and the Company from the Person or Persons who gave such Blockage Notice, (ii)
by repayment in full of such Designated Senior Indebtedness or (iii) because the
default giving rise to such Blockage Notice is no longer continuing).
Notwithstanding the provisions described in the immediately preceding sentence
(but subject to the provisions contained in the first sentence of this Section
10.03 and Section 10.02), unless the holders of such Designated Senior
Indebtedness or the Representative of such holders shall have accelerated the
maturity of such Designated Senior Indebtedness, the Company may resume payments
on the Securities after the end of such Payment Blockage Period. Not more than
one Blockage Notice may be given in any consecutive 360-day period, irrespective
of the number of defaults with respect to Designated Senior Indebtedness of the
Company during such period. However, if any Blockage Notice within such 360-day
period is given by or on behalf of any holders of Designated Senior Indebtedness
of the Company other than the Bank Indebtedness, the Representative of the Bank
Indebtedness may give one additional Blockage Notice within such period. In no
event, however, may the total number of days during which any Payment Blockage
Period or Periods is in effect exceed 179 days in the aggregate during any 360
consecutive day period. For purposes of this Section 10.03, no default or event
of default that existed or was continuing on the date of the commencement of any
Payment Blockage Period with respect to the Designated Senior Indebtedness of
the Company initiating such Payment Blockage Period shall be, or be made, the
basis of the commencement of a subsequent Payment Blockage Period by the
Representative of such Designated Senior Indebtedness, whether or not within a
period of 360 consecutive days, unless such default or event of default shall
have been cured or waived for a period of not less than 90 consecutive days.

                  SECTION 10.04.    Acceleration of Payment of Securities. If
payment of the Securities is accelerated because of an Event of Default, the
Company or the Trustee shall promptly notify the holders of the Designated
Senior Indebtedness of the Company (or their Representative) of the
acceleration. If any Designated Senior Indebtedness of the Company is
outstanding, the Company may not pay the Securities until five Business Days
after such holders or the Representative of such Designated Senior Indebtedness
receive notice of such acceleration and, thereafter, may pay the Securities only
if this Article 10 otherwise permits payment at that time.

                  SECTION 10.05.    When Distribution Must Be Paid Over. If a
distribution is made to Securityholders that because of this Article 10 should
not have been made to them, the Securityholders who receive the distribution
shall hold it in trust for holders of Senior Indebtedness of the Company and pay
it over to them as their respective interests may appear.

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                                                                              66

                  SECTION 10.06.    Subrogation. After all Senior Indebtedness
of the Company is paid in full and until the Securities are paid in full,
Securityholders shall be subrogated to the rights of holders of such Senior
Indebtedness to receive distributions applicable to Senior Indebtedness. A
distribution made under this Article 10 to holders of such Senior Indebtedness
of the Company which otherwise would have been made to Securityholders is not,
as between the Company and Securityholders, a payment by the Company on such
Senior Indebtedness.

                  SECTION 10.07.    Relative Rights. This Article 10 defines the
relative rights of Securityholders and holders of Senior Indebtedness of the
Company. Nothing in this Indenture shall:

                  (1)      impair, as between the Company and Securityholders,
         the obligation of the Company, which is absolute and unconditional, to
         pay principal of and interest on and liquidated damages in respect of,
         the Securities in accordance with their terms; or

                  (2)      prevent the Trustee or any Securityholder from
         exercising its available remedies upon a Default, subject to the rights
         of holders of Senior Indebtedness of the Company to receive
         distributions otherwise payable to Securityholders.

                  SECTION 10.08.    Subordination May Not Be Impaired by
Company. No right of any holder of Senior Indebtedness of the Company to enforce
the subordination of the Indebtedness evidenced by the Securities shall be
impaired by any act or failure to act by the Company or by its failure to comply
with this Indenture.

                  SECTION 10.09.    Rights of Trustee and Paying Agent.
Notwithstanding Section 10.03, the Trustee or Paying Agent may continue to make
payments on the Securities and shall not be charged with knowledge of the
existence of facts that would prohibit the making of any such payments unless,
not less than two Business Days prior to the date of such payment, a Trust
Officer of the Trustee receives notice satisfactory to it that payments may not
be made under this Article 10. The Company, the Registrar, the Paying Agent, a
Representative or a holder of Senior Indebtedness of the Company may give the
notice; provided, however, that, if an issue of Senior Indebtedness of the
Company has a Representative, only the Representative may give the notice.

                  The Trustee in its individual or any other capacity may hold
Senior Indebtedness of the Company with the same rights it would have if it were
not Trustee. The Registrar and the Paying Agent may do the same with like
rights. The Trustee shall be entitled to all the rights set forth in this
Article 10 with respect to any Senior Indebtedness of the Company which may at
any time be held by it, to the same extent as any other holder of such Senior
Indebtedness; and nothing in Article 7 shall deprive the Trustee of any of its
rights as such holder. Nothing in this Article 10 shall apply to claims of, or
payments to, the Trustee under or pursuant to Section 7.07.

                  SECTION 10.10.    Distribution or Notice to Representative.
Whenever a distribution is to be made or a notice given to holders of Senior
Indebtedness of the Company, the distribution may be made and the notice given
to their Representative (if any).

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                                                                              67

                  SECTION 10.11.    Article 10 Not To Prevent Events of Default
or Limit Right To Accelerate. The failure to make a payment pursuant to the
Securities by reason of any provision in this Article 10 shall not be construed
as preventing the occurrence of a Default. Nothing in this Article 10 shall have
any effect on the right of the Securityholders or the Trustee to accelerate the
maturity of the Securities.

                  SECTION 10.12.    Trust Moneys Not Subordinated.
Notwithstanding anything contained herein to the contrary, payments from money
or the proceeds of U.S. Government Obligations held in trust under Article 8 by
the Trustee for the payment of principal of and interest on the Securities shall
not be subordinated to the prior payment of any Senior Indebtedness of the
Company or subject to the restrictions set forth in this Article 10, and none of
the Securityholders shall be obligated to pay over any such amount to the
Company or any holder of Senior Indebtedness of the Company or any other
creditor of the Company.

                  SECTION 10.13.    Trustee Entitled To Rely. Upon any payment
or distribution pursuant to this Article 10, the Trustee and the Securityholders
shall be entitled to rely (i) upon any order or decree of a court of competent
jurisdiction in which any proceedings of the nature referred to in Section 10.02
are pending, (ii) upon a certificate of the liquidating trustee or agent or
other Person making such payment or distribution to the Trustee or to the
Securityholders or (iii) upon the Representatives for the holders of Senior
Indebtedness of the Company for the purpose of ascertaining the Persons entitled
to participate in such payment or distribution, the holders of such 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 10. In the event that the Trustee
determines, in good faith, that evidence is required with respect to the right
of any Person as a holder of Senior Indebtedness of the Company to participate
in any payment or distribution pursuant to this Article 10, the Trustee may
request such Person to furnish evidence to the reasonable satisfaction of the
Trustee as to the amount of such Senior Indebtedness held by such Person, the
extent to which such Person is entitled to participate in such payment or
distribution and other facts pertinent to the rights of such Person under this
Article 10, and, if such evidence is not furnished, the Trustee may defer any
payment to such Person pending judicial determination as to the right of such
Person to receive such payment. The provisions of Sections 7.01 and 7.02 shall
be applicable to all actions or omissions of actions by the Trustee pursuant to
this Article 10.

                  SECTION 10.14.    Trustee To Effectuate Subordination. Each
Securityholder by accepting a Security authorizes and directs the Trustee on his
behalf to take such action as may be necessary or appropriate to acknowledge or
effectuate the subordination between the Securityholders and the holders of
Senior Indebtedness of the Company as provided in this Article 10 and appoints
the Trustee as attorney-in-fact for any and all such purposes.

                  SECTION 10.15.    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 of the Company and shall not be liable to any
such holders if it shall mistakenly pay over or distribute to Securityholders or
the Company or any other Person, money or assets to which any holders of Senior
Indebtedness of the Company shall be entitled by virtue of this Article 10 or
otherwise.

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                                                                              68

                  SECTION 10.16.    Reliance by Holders of Senior Indebtedness
on Subordination Provisions. Each Securityholder by accepting a Security
acknowledges and agrees that the foregoing subordination provisions are, and are
intended to be, an inducement and a consideration to each holder of any Senior
Indebtedness of the Company, whether such Senior Indebtedness was created or
acquired before or after the issuance of the Securities, to acquire and continue
to hold, or to continue to hold, such Senior Indebtedness and such holder of
such Senior Indebtedness shall be deemed conclusively to have relied on such
subordination provisions in acquiring and continuing to hold, or in continuing
to hold, such Senior Indebtedness.

                  SECTION 10.17.    Trustee's Compensation Not Prejudiced.
Nothing in this Article shall apply to amounts due to the Trustee pursuant to
other sections of this Indenture.

                  SECTION 10.18.    Defeasance. The terms of this Article 10
shall not apply to payments from money or the proceeds of U.S. Government
Obligations held in trust by the Trustee for the payment of principal of and
interest on the Securities pursuant to the provisions described in Section 8.03.

                                   ARTICLE 11

                                   Guarantees

                  SECTION 11.01.    Guarantee. Each Guarantor hereby jointly and
severally irrevocably and unconditionally guarantees, as a primary obligor and
not merely as a surety, to each Holder and to the Trustee and its successors and
assigns (a) the full and punctual payment when due, whether at Stated Maturity,
by acceleration, by redemption or otherwise, of all obligations of the Company
under this Indenture (including obligations to the Trustee) and the Securities,
whether for payment of principal of, interest on or liquidated damages in
respect of the Securities and all other monetary obligations of the Company
under this Indenture and the Securities and (b) the full and punctual
performance within applicable grace periods of all other obligations of the
Company whether for expenses, indemnification or otherwise under this Indenture
and the Securities (all the foregoing being hereinafter collectively called the
"Guaranteed Obligations"). Each Guarantor further agrees that the Guaranteed
Obligations may be extended or renewed, in whole or in part, without notice or
further assent from each such Guarantor, and that each such Guarantor shall
remain bound under this Article 11 notwithstanding any extension or renewal of
any Guaranteed Obligation.

                  Each Guarantor waives presentation to, demand of, payment from
and protest to the Company of any of the Guaranteed Obligations and also waives
notice of protest for nonpayment. Each Guarantor waives notice of any default
under the Securities or the Guaranteed 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 any other agreement; (d) the
release of any security held by any Holder or the Trustee for the Guaranteed
Obligations or any of them; (e) the failure of any Holder or Trustee to

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                                                                              69

exercise any right or remedy against any other guarantor of the Guaranteed
Obligations; or (f) any change in the ownership of such Guarantor, except as
provided in Section 11.02(b).

                  Each Guarantor hereby waives any right to which it may be
entitled to have its obligations hereunder divided among the Guarantors, such
that such Guarantor's obligations would be less than the full amount claimed.
Each Guarantor hereby waives any right to which it may be entitled to have the
assets of the Company fast be used and depleted as payment of the Company's or
such Guarantor's obligations hereunder prior to any amounts being claimed from
or paid by such Guarantor hereunder. Each Guarantor hereby waives any right to
which it may be entitled to require that the Company be sued prior to an action
being initiated against such Guarantor.

                  Each Guarantor further agrees that its Guarantee herein
constitutes a guarantee of payment, performance and compliance when due (and not
a guarantee 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
Guaranteed Obligations.

                  The Guarantee of each Guarantor is, to the extent and in the
manner set forth in Article 12, subordinated and subject in right of payment to
the prior payment in full of the principal of and premium, if any, and interest
on all Senior Indebtedness of the relevant Guarantor and is made subject to such
provisions of this Indenture.

                  Except as expressly set forth in Sections 8.01(b), 11.02 and
11.06, 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
Guaranteed Obligations or otherwise. Without limiting the generality of the
foregoing, 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, wilful or otherwise, in the performance of the
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
any Guarantor or would otherwise operate as a discharge of any Guarantor as a
matter of law or equity.

                  Each Guarantor agrees that its Guarantee shall remain in full
force and effect until payment in full of all the Guaranteed Obligations. Each
Guarantor further agrees that its Guarantee 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 Guaranteed 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 any
Guarantor by virtue hereof, upon the failure of the Company to pay the principal
of or interest on any Guaranteed Obligation when and as the same shall become
due, whether at maturity, by acceleration, by redemption or

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                                                                              70

otherwise, or to perform or comply with any other Guaranteed Obligation, 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
Guaranteed Obligations then due and owing, (ii) accrued and unpaid interest on
such Guaranteed Obligations (but only to the extent not prohibited by law) and
(iii) all other monetary 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 Guaranteed
Obligations guaranteed hereby until payment in full of all Guaranteed
Obligations and all obligations to which the Guaranteed Obligations are
subordinated as provided in Article 12. Each Guarantor further agrees that, as
between it, on the one hand, and the Holders and the Trustee, on the other hand,
(x) the maturity of the Guaranteed Obligations guaranteed hereby may be
accelerated as provided in Article 6 for the purposes of any Guarantee herein,
notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (y)
in the event of any declaration of acceleration of such Guaranteed Obligations
as provided in Article 6, such Guaranteed Obligations (whether or not due and
payable) shall forthwith become due and payable by such Guarantor for the
purposes of this Section 11.01.

                  Each Guarantor also agrees to pay any and all reasonable costs
and expenses (including reasonable attorneys' fees and expenses) incurred by the
Trustee or any Holder in enforcing any rights under this Section 11.01.

                  Upon request of the Trustee, each Guarantor shall execute and
deliver such further instruments and do such further acts as may be reasonably
necessary or proper to carry out more effectively the purpose of this Indenture.

                  SECTION 11.02.    Limitation on Liability. (a) Any term or
provision of this Indenture to the contrary notwithstanding, the maximum,
aggregate amount of the Guaranteed Obligations guaranteed hereunder by any
Guarantor shall not exceed the maximum amount that, after giving effect to all
other contingent and fixed liabilities of such Guarantor (including, without
limitation, any guarantees under the Credit Agreement) and after giving effect
to any collections from or payments made by or on behalf of any other Guarantor
in respect of the obligations of such other Guarantor under its Guarantee or
pursuant to its contribution obligations under this Indenture, can be hereby
guaranteed without rendering this Indenture, as it relates to such Guarantor,
voidable under applicable law relating to fraudulent conveyance or fraudulent
transfer or similar laws affecting the rights of creditors generally.

                  (b)      A Guarantee as to any Guarantor that is a Subsidiary
of the Company shall terminate and be of no further force or effect and such
Guarantor shall be deemed to be released from all obligations under this Article
11 upon (i) the merger or consolidation of such Guarantor with or into any
Person other than the Company or a Subsidiary or Affiliate of the Company where
such Guarantor is not the surviving entity of such consolidation or merger or
(ii) the sale by the Company or any Subsidiary of the Company (or any pledgee of
the Company) of the Capital Stock of such Guarantor, where, after such sale,
such Guarantor is no longer a Subsidiary of the Company; provided, however, that
each such merger, consolidation or sale (or, in the case of a sale by such a
pledgee, the disposition of the proceeds of such sale) shall comply with

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                                                                              71

Section 4.06 and Section 5.01(b). At the request of the Company, the Trustee
shall execute and deliver an appropriate instrument evidencing such release.

                  SECTION 11.03.    Successors and Assigns. This Article 11
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 11.04.    No Waiver. 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 11 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 11
at law, in equity, by statute or otherwise.

                  SECTION 11.05.    Modification. No modification, amendment or
waiver of any provision of this Article 11, nor the consent to any departure by
any Guarantor 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 any Guarantor in any case shall entitle such Guarantor
to any other or further notice or demand in the same, similar or other
circumstances.

                  SECTION 11.06.    Execution of Supplemental Indenture for
Future Guarantors. Each Subsidiary which is required to become a Guarantor
pursuant to Section 4.12 hereof shall promptly execute and deliver to the
Trustee a supplemental indenture substantially in the form of Exhibit C hereto
pursuant to which such Subsidiary shall become a Guarantor under this Article 11
and shall guarantee the Guaranteed Obligations. Concurrently with the execution
and delivery of such supplemental indenture, the Company shall deliver to the
Trustee an Opinion of Counsel and an Officers' Certificate to the effect that
such supplemental indenture has been duly authorized, executed and delivered by
such Subsidiary and that, subject to the application of bankruptcy, insolvency,
moratorium, fraudulent conveyance or transfer and other similar laws relating to
creditors' rights generally and to the principles of equity, whether considered
in a proceeding at law or in equity, the Guarantee of such Guarantor is a legal,
valid and binding obligation of such Guarantor, enforceable against such
Guarantor in accordance with its terms.

                                   ARTICLE 12

                         Subordination Of The Guarantees

                  SECTION 12.01.    Agreement To Subordinate. Each Guarantor
agrees, and each Securityholder by accepting a Security agrees, that the
obligations of a Guarantor hereunder are subordinated in right of payment, to
the extent and in the manner provided in this Article 12, to the prior payment
in full of all existing and future Senior Indebtedness of such Guarantor and

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                                                                              72

that the subordination is for the benefit of and enforceable by the holders of
such Senior Indebtedness of such Guarantor. The obligations hereunder with
respect to a Guarantor shall in all respects rank pari passu in right of payment
with all existing and future Pari Passu Indebtedness of such Guarantor and shall
rank senior in right of payment to all existing and future Subordinated
Indebtedness of such Guarantor; and only Indebtedness of such Guarantor that is
Senior Indebtedness of such Guarantor shall rank senior to the obligations of
such Guarantor in accordance with the provisions set forth herein.

                  SECTION 12.02.    Liquidation, Dissolution Bankruptcy. Upon
any payment or distribution of the assets of a Guarantor to creditors upon a
total or partial liquidation or dissolution of such Guarantor or reorganization
of or similar proceeding relating to such Guarantor and its properties, the
holders of Senior Indebtedness of such Guarantor shall be entitled to receive
payment in full of such Senior Indebtedness of such Guarantor before
Securityholders are entitled to receive any payment and until the Senior
Indebtedness of such Guarantor is paid in full, any payment or distribution to
which Securityholders would be entitled but for this Article 12 shall be made to
holders of such Senior Indebtedness of such Guarantor as their interests may
appear. If a distribution is made to Securityholders that due to this Article 12
should not have been made to them, such Securityholders are required to hold it
in trust for the holders of Senior Indebtedness of such Guarantor and pay it
over to them as their interests may appear (except that Securityholders may
receive and retain (i) Permitted Junior Securities and (ii) payments made from
the trust described under Section 8.01 so long as, on the date or dates the
respective amounts were paid into the trust, such payments were made with
respect to the Securities without violating this Article 12).

                  SECTION 12.03.    Default on Designated Senior Indebtedness of
a Guarantor. A Guarantor may not make any payment pursuant to any of the
Guaranteed Obligations and may not otherwise purchase, redeem or otherwise
retire any Securities (collectively, "pay its Guarantee") if (i) a default in
the payment of the principal of, premium, if any, or interest on any Designated
Senior Indebtedness of such Guarantor occurs and is continuing or any other
amount owing in respect of any Designated Senior Indebtedness of such Guarantor
is not paid when due, or (ii) any other default on Designated Senior
Indebtedness of such Guarantor occurs and the maturity of such Designated Senior
Indebtedness is accelerated in accordance with its terms unless, in either case,
(x) the default has been cured or waived and any such acceleration has been
rescinded or (y) such Designated Senior Indebtedness has been paid in full.
However, such Guarantor may pay its Guarantee without regard to the foregoing if
such Guarantor and the Trustee receive written notice approving such payment
from the Representative of such Designated Senior Indebtedness with respect to
which either of the events in clause (i) or (ii) of the immediately preceding
sentence has occurred and is continuing. During the continuance of any default
(other than a default described in clause (i) or (ii) of the second preceding
sentence) with respect to any Designated Senior Indebtedness of a Guarantor
pursuant to which the maturity thereof may be accelerated immediately without
further notice (except such notice as may be required to effect such
acceleration) or the expiration of any applicable grace periods, such Guarantor
may not pay its Guarantee for a period (a "Guarantee Payment Blockage Period")
commencing upon the receipt by the Trustee (with a copy to such Guarantor and
the Company) of written notice (a "Guarantee Blockage Notice") of such default
from the Representative of such Designated Senior Indebtedness specifying an
election to effect a Guarantee Payment Blockage Period and ending 179 days
thereafter (or earlier if such Guarantee

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                                                                              73

Payment Blockage Period is terminated (i) by written notice to the Trustee (with
a copy to such Guarantor and the Company) from the Person or Persons who gave
such Guarantee Blockage Notice, (ii) because such Designated Senior Indebtedness
has been repaid in full or (iii) because the default giving rise to such
Guarantee Blockage Notice is no longer continuing). Notwithstanding the
provisions described in the immediately preceding sentence (but subject to the
provisions contained in the first sentence of this Section 12.03 and in Section
12.02), unless the holders of such Designated Senior Indebtedness or the
Representative of such holders shall have accelerated the maturity of such
Designated Senior Indebtedness, such Guarantor may resume payments on its
Guarantee after such Guarantee Payment Blockage Period, including any missed
payments. Not more than one Guarantee Blockage Notice may be given with respect
to a Guarantor in any consecutive 360-day period, irrespective of the number of
defaults with respect to Designated Senior Indebtedness of such Guarantor during
such period.

                  SECTION 12.04.    Demand for Payment. If payment of the
Securities is accelerated because of an Event of Default and a demand for
payment is made on a Guarantor pursuant to Article 11, the Trustee shall
promptly notify the holders of the Designated Senior Indebtedness of such
Guarantor (or the Representative of such holders) of such demand. If any
Designated Senior Indebtedness of such Guarantor is outstanding, such Guarantor
may not pay its Guarantee until five Business Days after such holders or the
Representative of the holders of the Designated Senior Indebtedness of such
Guarantor receive notice of such demand and, thereafter, may pay its Guarantee
only if this Article 12 otherwise permits payment at that time.

                  SECTION 12.05.    When Distribution Must Be Paid Over. If a
payment or distribution is made to Securityholders that because of this Article
12 should not have been made to them, the Securityholders who receive the
payment or distribution shall hold such payment or distribution in trust for
holders of the Senior Indebtedness of the relevant Guarantor and pay it over to
them as their respective interests may appear.

                  SECTION 12.06.    Subrogation. After all Designated Senior
Indebtedness of a Guarantor is paid in full and until the Securities are paid in
full in cash, Securityholders shall be subrogated to the rights of holders of
Senior Indebtedness of such Guarantor to receive distributions applicable to
Senior Indebtedness of such Guarantor. A distribution made under this Article 12
to holders of Senior Indebtedness of such Guarantor which otherwise would have
been made to Securityholders is not, as between such Guarantor and
Securityholders, a payment by such Guarantor on such Senior Indebtedness.

                  SECTION 12.07.    Relative Rights. This Article 12 defines the
relative rights of Securityholders and holders of Senior Indebtedness of a
Guarantor. Nothing in this Indenture shall:

                  (1)      impair, as between a Guarantor and Securityholders,
         the obligation of a Guarantor which is absolute and unconditional, to
         make payments with respect to the Guaranteed Obligations to the extent
         set forth in Article 11; or

                  (2)      prevent the Trustee or any Securityholder from
         exercising its available remedies upon a default by a Guarantor under
         its obligations with respect to the

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                                                                              74

         Guaranteed Obligations, subject to the rights of holders of Senior
         Indebtedness of such Guarantor to receive distributions otherwise
         payable to Securityholders.

                  SECTION 12.08.    Subordination May Not Be Impaired by a
Guarantor. No right of any holder of Senior Indebtedness of a Guarantor to
enforce the subordination of the obligations of such Guarantor hereunder shall
be impaired by any act or failure to act by such Guarantor or by its failure to
comply with this Indenture.

                  SECTION 12.09.    Right of Trustee and Paying Agent.
Notwithstanding Section 12.03, the Trustee or the Paying Agent may continue to
make payments on the Securities and shall not be charged with knowledge of the
existence of facts that would prohibit the making of any such payments unless,
not less than two Business Days prior to the date of such payment, a Trust
Officer of the Trustee receives notice satisfactory to payments may not be made
under this Article 12. A Guarantor, the Registrar or co-registrar, the Paying
Agent, a Representative or a holder of Senior Indebtedness of a Guarantor may
give the notice; provided, however, that if an issue of Senior Indebtedness of a
Guarantor has a Representative, only the Representative may give the notice.

                  The Trustee in its individual or any other capacity, may hold
Senior Indebtedness of a Guarantor with the same rights it would have if it were
not Trustee. The Registrar and co-registrar and the Paying Agent may do the same
with like rights. The Trustee shall be entitled to all the rights set forth in
this Article 12 with respect to any Senior Indebtedness of a Guarantor which may
at any time be held by it, to the same extent as any other holder of Senior
Indebtedness of such Guarantor; and nothing in Article 7 shall deprive the
Trustee of any of its rights as such holder. Nothing in this Article 12 shall
apply to claims of, or payments to, the Trustee under or pursuant to Section
7.07.

                  SECTION 12.10.    Distribution or Notice to Representative.
Whenever a distribution is to be made or a notice given to holders of senior
Indebtedness of a Guarantor, the distribution may be made and the notice given
to their Representative (if any).

                  SECTION 12.11.    Article 12 Not To Prevent Events of Default
or Limit Right To Accelerate. The failure of a Guarantor to make a payment on
any of its obligations by reason of any provision in this Article 12 shall not
be construed as preventing the occurrence of a default by such Guarantor under
such obligations. Nothing in this Article 12 shall have any effect on the right
of the Securityholders or the Trustee to make a demand for payment on a
Guarantor pursuant to Article 11.

                  SECTION 12.12.    Trustee Entitled To Rely. Upon any payment
or distribution pursuant to this Article 12, the Trustee and the Securityholders
shall be entitled to rely (i) upon any order or decree of a court of competent
jurisdiction in which any proceedings of the nature referred to in Section 12.02
are pending, (ii) upon a certificate of the liquidating trustee or agent or
other Person making such payment or distribution to the Trustee or to the
Securityholders or (iii) upon the Representatives for the holders of Senior
Indebtedness of a Guarantor for the purpose of ascertaining the Persons entitled
to participate in such payment or distribution, the holders of the Senior
Indebtedness of a Guarantor and other Indebtedness of a Guarantor, the amount
thereof or payable thereon, the amount or amounts paid or distributed

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                                                                              75

thereon and all other facts pertinent thereto or to this Article 12. In the
event that the Trustee determines, in good faith, that evidence is required with
respect to the right of any Person as a holder of Senior Indebtedness of a
Guarantor to participate in any payment or distribution pursuant to this Article
12, the Trustee may request such Person to furnish evidence to the reasonable
satisfaction of the Trustee as to the amount of Senior Indebtedness of such
Guarantor held by such Person, the extent to which such Person is entitled to
participate in such payment or distribution and other facts pertinent to the
rights of such Person under this Article 12, and, if such evidence is not
furnished, the Trustee may defer any payment to such Person pending judicial
determination as to the right of such Person to receive such payment. The
provisions of Sections 7.01 and 7.02 shall be applicable to all actions or
omissions of actions by the Trustee pursuant to this Article 12.

                  SECTION 12.13.    Trustee To Effectuate Subordination. Each
Securityholder by accepting a Security authorizes and directs the Trustee on his
or her behalf to take such action as may be necessary or appropriate to
acknowledge or effectuate the subordination between the Securityholders and the
holders of Senior Indebtedness of each of the Guarantors as provided in this
Article 12 and appoints the Trustee as attorney-in-fact for any and all such
purposes.

                  SECTION 12.14.    Trustee Not Fiduciary for Holders of Senior
Indebtedness of Guarantor. The Trustee shall not be deemed to owe any fiduciary
duty to the holders of Senior Indebtedness of a Guarantor and shall not be
liable to any such holders if it shall mistakenly pay over or distribute to
Securityholders or the relevant Guarantor or any other Person, money or assets
to which any holders of Senior Indebtedness of such Guarantor shall be entitled
by virtue of this Article 12 or otherwise.

                  SECTION 12.15.    Reliance by Holders of Senior Indebtedness
of a Guarantor on Subordination Provisions. Each Securityholder by accepting a
Security acknowledges and agrees that the foregoing subordination provisions
are, and are intended to be, an inducement and a consideration to each holder of
any Senior Indebtedness of a Guarantor, whether such Senior Indebtedness of such
Guarantor was created or acquired before or after the issuance of the
Securities, to acquire and continue to hold, or to continue to hold, such Senior
Indebtedness of such Guarantor and such holder of Senior Indebtedness of such
Guarantor shall be deemed conclusively to have relied on such subordination
provisions in acquiring and continuing to hold, or in continuing to hold, such
Senior Indebtedness of such Guarantor.

                  SECTION 12.16.    Defeasance. The terms of this Article 12
shall not apply to payments from money or the proceeds of U.S. Government
Obligations held in trust by the Trustee for the payment of principal of and
interest on the Securities pursuant to the provisions described in Section 8.03.

                                   ARTICLE 13

                                  MISCELLANEOUS

                  SECTION 13.01.    Trust Indenture Act Controls. If any
provision of this Indenture limits, qualifies or conflicts with another
provision which is required to be included in this Indenture by the TIA, the
required provision shall control.

<PAGE>

                                                                              76

                  SECTION 13.02.    Notices. Any notice or communication shall
be in writing and delivered in person or mailed by first-class mail addressed as
follows:

                  if to the Company or any Guarantor:

                  Volume Services America, Inc.
                  201 East Broad Street
                  Spartanburg, South Carolina 29306

                  Attention of: Chief Financial Officer

                  if to the Trustee:

                  Norwest Bank Minnesota, National Association
                  Sixth Street and Marquette Avenue
                  Minneapolis MN 55479-0069

                  Attention of:  Corporate Trust Department

                  The Company or the Trustee by notice to the other may
designate additional or different addresses for subsequent notices or
communications.

                  Any notice or communication mailed to a Securityholder shall
be mailed to the Securityholder at the Securityholder's address as it appears on
the registration books of the Registrar and shall be sufficiently given if so
mailed within the time prescribed.

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

                  SECTION 13.03.    Communication by Holders with Other Holders.
Securityholders may communicate pursuant to TIA Section 312(b) with other
Securityholders with respect to their rights under this Indenture or the
Securities. The Company, the Trustee, the Registrar and anyone else shall have
the protection of TIA Section 312(c).

                  SECTION 13.04.    Certificate and Opinion as to Conditions
Precedent. Upon any request or application by the Company to the Trustee to take
or refrain from taking any action under this Indenture, the Company shall
furnish to the Trustee:

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

                  (2)      an Opinion of Counsel in form and substance
         reasonably satisfactory to the Trustee stating that, in the opinion of
         such counsel, all such conditions precedent have been complied with.

<PAGE>

                                                                              77

                  SECTION 13.05.    Statements Required in Certificate or
Opinion. Each certificate or opinion with respect to compliance with a covenant
or condition provided for in this Indenture shall include:

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

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

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

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

                  SECTION 13.06.    When Securities Disregarded. In determining
whether the Holders of the required principal amount of Securities have
concurred in any direction, waiver or consent, Securities owned by the Company,
any Guarantor or by any Person directly or indirectly controlling or controlled
by or under direct or indirect common control with the Company or any Guarantor
shall be disregarded and deemed not to be outstanding, except that, for the
purpose of determining whether the Trustee shall be protected in relying on any
such direction, waiver or consent, only Securities which the Trustee knows are
so owned shall be so disregarded. Subject to the foregoing, only Securities
outstanding at the time shall be considered in any such determination.

                  SECTION 13.07.    Rules by Trustee, Paying Agent and
Registrar. The Trustee may make reasonable rules for action by or a meeting of
Securityholders. The Registrar and the Paying Agent may make reasonable rules
for their functions.

                  SECTION 13.08.    Legal Holidays. A "Legal Holiday" is a
Saturday, a Sunday or a day on which banking institutions are not required to be
open in the State of New York. If a payment date is a Legal Holiday, payment
shall be made on the next succeeding day that is not a Legal Holiday, and no
interest shall accrue for the intervening period. If a regular record date is a
Legal Holiday, the record date shall not be affected.

                  SECTION 13.09.    GOVERNING LAW. THIS INDENTURE AND THE
SECURITIES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK.

                  SECTION 13.10.    No Recourse Against Others. A director,
officer, employee or stockholder of the Company or any Guarantor shall not have
any liability for any obligations of the Company or any Guarantor under the
Securities, the Guarantees or this Indenture or for any claim based on, in
respect of or by reason of such obligations or their creation. By accepting a
Security, each Securityholder shall waive and release all such liability. The
waiver and release shall be part of the consideration for the issue of the
Securities.

<PAGE>

                                                                              78

                  SECTION 13.11.    Successors. All agreements of the Company
and each Guarantor in this Indenture and the Securities shall bind its
successors. All agreements of the Trustee in this Indenture shall bind its
successors.

                  SECTION 13.12.    Multiple Originals. The parties may sign any
number of copies of this Indenture. Each signed copy shall be an original, but
all of them together represent the same agreement. One signed copy is enough to
prove this Indenture.

                  SECTION 13.13.    Table of Contents; Headings. The table of
contents, cross-reference sheet and headings of the Articles and Sections of
this Indenture have been inserted for convenience of reference only, are not
intended to be considered a part hereof and shall not modify or restrict any of
the terms or provisions hereof.

<PAGE>

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

                      VOLUME SERVICES AMERICA, INC.,

                      By: /s/ John T. Dee
                         _______________________________________________________
                         Name: John T. Dee
                         Title: CEO and Chairman of the Board of Directors

                      VOLUME SERVICES AMERICA HOLDINGS, INC., as Guarantor,

                      By: /s/ John T. Dee
                         _______________________________________________________
                         Name: John T. Dee
                         Title: CEO and Chairman of the Board of Directors

                      VOLUME SERVICES, INC., as Guarantor,

                      By: /s/ John T. Dee
                         _______________________________________________________
                         Name: John T. Dee
                         Title: CEO and Chairman of the Board of Directors

                      SERVICE AMERICA CORPORATION, as Guarantor,

                      By: /s/ John T. Dee
                         _______________________________________________________
                         Name: John T. Dee
                         Title: CEO and Chairman of the Board of Directors

                      VOLUME SERVICES, INC. (Kansas), as Guarantor

                      By: /s/ John T. Dee
                         _______________________________________________________
                         Name: John T. Dee
                         Title: CEO and Chairman of the Board of Directors

                      EVENTS CENTER CATERING, INC., as Guarantor,

                      By: /s/ John T. Dee
                         _______________________________________________________
                         Name: John T. Dee
                         Title: CEO and Chairman of the Board of Directors

<PAGE>

                                                                 2

                      SERVICE AMERICA CONCESSIONS CORPORATION, as Guarantor,

                      By: /s/ John T. Dee
                         _______________________________________________________
                         Name: John T. Dee
                         Title: CEO and Chairman of the Board of Directors

                      SERVICE AMERICA CORPORATION OF WISCONSIN, as Guarantor,

                      By: /s/ John T. Dee
                         _______________________________________________________
                         Name: John T. Dee
                         Title: CEO and Chairman of the Board of Directors

                      SERVO-KANSAS, INC., as Guarantor,

                      By: /s/ John T. Dee
                         _______________________________________________________
                         Name: John T. Dee
                         Title: CEO and Chairman of the Board of Directors

                      SERVOMATION DUCHESS, INC., as Guarantor,

                      By: /s/ John T. Dee
                         _______________________________________________________
                         Name: John T. Dee
                         Title: CEO and Chairman of the Board of Directors

                      SVM OF TEXAS, INC., as Guarantor,

                      By: /s/ John T. Dee
                         _______________________________________________________
                         Name: John T. Dee
                         Title: CEO and Chairman of the Board of Directors

                      NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION, as Trustee

                      By: /s/ Timothy P. Mowdy
                         _______________________________________________________
                         Name: Timothy P. Mowdy
                         Title: Designated Signer

<PAGE>

                                                                      APPENDIX A

                   PROVISIONS RELATING TO ORIGINAL SECURITIES.
                   ADDITIONAL SECURITIES. EXCHANGE SECURITIES
                         AND PRIVATE EXCHANGE SECURITIES

         1.       Definitions

         1.1      Definitions

         For the purposes of this Appendix A the following terms shall have the
meanings indicated below:

                  "Applicable Procedures" means, with respect to any transfer or
transaction involving a Regulation S Global Security or beneficial interest
therein, the rules and procedures of the Depositary for such Global Security,
Euroclear and Cedel, in each case to the extent applicable to such transaction
and as in effect from time to time.

                  "Cedel" means Cedel Bank, S.A., or any successor securities
clearing agency.

                  "Definitive Security" means a certificated Initial Security or
Exchange Security (bearing the Restricted Securities Legend if the transfer of
such Security is restricted by applicable law) that does not include the Global
Securities Legend.

                  "Depositary" means The Depository Trust Company, its nominees
and their respective successors.

                  "Euroclear" means the Euroclear Clearance System or any
successor securities clearing agency.

                  "Global Securities Legend" means the legend set forth under
that caption in Exhibit A to this Indenture.

                  "IAI" means an institutional "accredited investor" as
described in Rule 501(a)(1), (2), (3) or (7) under the Securities Act.

                  "Initial Purchasers" means Chase Securities Inc. and Goldman,
Sachs & Co.

                  "Private Exchange" means an offer by the Company, pursuant to
a Registration Agreement, to issue and deliver to certain purchasers, in
exchange for the Initial Securities held by such purchasers as part of their
initial distribution, a like aggregate principal amount of Private Exchange
Securities.

                  "Private Exchange Securities" means the Securities of the
Company issued in exchange for Initial Securities pursuant to this Indenture in
connection with a Private Exchange pursuant to a Registration Agreement.

<PAGE>

                                                                               2

                  "Purchase Agreement" means (i) the Purchase Agreement dated
February 25, 1999, among the Company, the Guarantors and the Initial Purchasers
and (ii) any other similar Purchase Agreement relating to Additional Securities.

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

                  "Registered Exchange Offer" means an offer by the Company,
pursuant to a Registration Agreement, to certain Holders of Initial Securities,
to issue and deliver to such Holders, in exchange for their Initial Securities,
a like aggregate principal amount of Exchange Securities registered under the
Securities Act.

                  "Registration Agreement" means (i) the Exchange and
Registration Rights Agreement dated March 4, 1999, among the Company, the
Guarantors and the Initial Purchasers and (ii) any other similar Exchange and
Registration Rights Agreement relating to Additional Securities.

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

                  "Regulation S Securities" means all Initial Securities offered
and sold outside the United States in reliance on Regulation S.

                  "Restricted Period", with respect to any Securities, means the
period of 40 consecutive days beginning on and including the later of (i) the
day on which such Securities are first offered to persons other than
distributors (as defined in Regulation S under the Securities Act) in reliance
on Regulation S and (ii) the Issue Date with respect to such Securities.

                  "Restricted Securities Legend" means the legend set forth in
Section 2.3(e)(i) herein.

                  "Rule 501" means Rule 501(a)(1), (2), (3) or (7) under the
Securities Act.

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

                  "Rule 144A Securities" means all Initial Securities offered
and sold to QIBs in reliance on Rule 144A.

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

                  "Securities Custodian" means the custodian with respect to a
Global Security (as appointed by the Depositary) or any successor person
thereto, who shall initially be the Trustee.

                  "Shelf Registration Statement" means a registration statement
filed by the Company in connection with the offer and sale of Initial Securities
pursuant to a Registration Agreement.

                  "Transfer Restricted Securities" means Definitive Securities
and any other Securities that bear or are required to bear the Restricted
Securities Legend.

<PAGE>
                                                                               3

         1.2      Other Definitions

<TABLE>
<CAPTION>
       Term:                                                 Defined in Section:
       ----                                                  ------------------
<S>                                                          <C>
"Agent Members"...........................................        2.1(b)
"IAI Global Security".....................................        2.1(a)
"Global Security".........................................        2.1(a)
"Regulation S Global Security"............................        2.1(a)
"Rule 144A Global Security"...............................        2.1(a)
</TABLE>

         2.       The Securities

         2.1      Form and Dating

                  The Initial Securities issued on the date hereof will be (i)
offered and sold by the Company pursuant to a Purchase Agreement and (ii)
resold, initially only to (A) QIBs in reliance on Rule 144A and (B) Persons
other than U.S. Persons (as defined in Regulation S) in reliance on Regulation
S. Such Initial Securities may thereafter be transferred to, among others, QIBs,
purchasers in reliance on Regulation S and, except as set forth below, IAIs in
accordance with Rule 501. Additional Securities offered after the date hereof
may be offered and sold by the Company from time to time pursuant to one or more
Purchase Agreements in accordance with applicable law.

                  (a)      Global Securities. Rule 144A Securities shall be
issued initially in the form of one or more permanent global Securities in
definitive, fully registered form (collectively, the "Rule 144A Global
Security") and Regulation S Securities shall be issued initially in the form of
one or more global Securities (collectively, the "Regulation S Global
Security"), in each case without interest coupons and bearing the Global
Securities Legend and Restricted Securities Legend, which shall be deposited on
behalf of the purchasers of the Securities represented thereby with the
Securities Custodian, and registered in the name of the Depositary or a nominee
of the Depositary, duly executed by the Company and authenticated by the Trustee
as provided in this Indenture. One or more global securities in definitive,
fully registered form without interest coupons and bearing the Global Securities
Legend and the Restricted Securities Legend (collectively, the "IAI Global
Security") shall also be issued on the Closing Date, deposited with the
Securities Custodian, and registered in the name of the Depositary or a nominee
of the Depositary, duly executed by the Company and authenticated by the Trustee
as provided in this Indenture to accommodate transfers of beneficial interests
in the Securities to IAIs subsequent to the initial distribution. Beneficial
ownership interests in the Regulation S Global Security shall not be
exchangeable for interests in the Rule 144A Global Security, the IAI Global
Security or any other Security without a Restricted Securities Legend until the
expiration of the Restricted Period. The Rule 144A Global Security, the IAI
Global Security and the Regulation S Global Security are each referred to herein
as a "Global Security" and are collectively referred to herein as "Global
Securities." 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 and the Depositary or its nominee as hereinafter provided.

<PAGE>

                                                                               4

                  (b)      Book-Entry Provisions. This Section 2.1(b) shall
apply only to a Global Security deposited with or on behalf of the Depositary.

                  The Company shall execute and the Trustee shall, in accordance
with this Section 2.1(b) and pursuant to an order of the Company, authenticate
and deliver initially one or more Global Securities that (a) shall be registered
in the name of the Depositary for such Global Security or Global Securities or
the nominee of such Depositary and (b) shall be delivered by the Trustee to such
Depositary or pursuant to such Depositary's instructions or held by the Trustee
as Securities Custodian.

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

                  (c)      Definitive Securities. Except as provided in Section
2.3 or 2.4, owners of beneficial interests in Global Securities will not be
entitled to receive physical delivery of certificated Securities.

         2.2      Authentication. The Trustee shall authenticate and make
available for delivery upon a written order of the Company signed by two
Officers (1) Original Securities for original issue on the date hereof in an
aggregate principal amount of $100,000,000 (2) subject to the terms of this
Indenture, Additional Securities in an aggregate principal amount of up to
$100,000,000 and (3) the (A) Exchange Securities for issue only in a Registered
Exchange Offer and (B) Private Exchange Securities for issue only in a Private
Exchange, in the case of each of (A) and (B) pursuant to a Registration
Agreement and for a like principal amount of Initial Securities exchanged
pursuant thereto. Such order shall specify the amount of the Securities to be
authenticated, the date on which the original issue of Securities is to be
authenticated and whether the Securities are to be Initial Securities, Exchange
Securities or Private Exchange Securities. The aggregate principal amount of
Securities outstanding at any time may not exceed $200,000,000 except as
provided in Section 2.08 of this Indenture.

         2.3      Transfer and Exchange. (a) Transfer and Exchange of Definitive
Securities. When Definitive Securities are presented to the Registrar with a
request:

                  (x)      to register the transfer of such Definitive
         Securities; or

                  (y)      to exchange such Definitive Securities for an equal
         principal amount of Definitive Securities of other authorized
         denominations,

<PAGE>

                                                                               5

the Registrar shall register the transfer or make the exchange as requested if
its reasonable requirements for such transaction are met; provided, however,
that the Definitive Securities surrendered for transfer or exchange:

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

                  (ii)     are accompanied by the following additional
         information and documents, as applicable:

                           (A)      if such Definitive Securities are being
                  delivered to the Registrar by a Holder for registration in the
                  name of such Holder, without transfer, a certification from
                  such Holder to that effect (in the form set forth on the
                  reverse side of the Initial Security); or

                           (B)      if such Definitive Securities are being
                  transferred to the Company, a certification to that effect (in
                  the form set forth on the reverse side of the Initial
                  Security); or

                           (C)      if such Definitive Securities are being
                  transferred pursuant to an exemption from registration in
                  accordance with Rule 144 under the Securities Act or in
                  reliance upon another exemption from the registration
                  requirements of the Securities Act, (i) a certification to
                  that effect (in the form set forth on the reverse side of the
                  Initial Security) and (ii) if the Company so requests, an
                  opinion of counsel or other evidence reasonably satisfactory
                  to it as to the compliance with the restrictions set forth in
                  the legend set forth in Section 2.3(e)(i).

                  (b)      Restrictions on Transfer of a Definitive Security for
a Beneficial Interest in a Global Security. A Definitive Security may not be
exchanged for a beneficial interest in a Global Security except upon
satisfaction of the requirements set forth below. Upon receipt by the Trustee of
a Definitive Security, duly endorsed or accompanied by a written instrument of
transfer in form reasonably satisfactory to the Company and the Registrar,
together with:

                  (i)      certification (in the form set forth on the reverse
         side of the Initial Security) that such Definitive Security is being
         transferred (A) to a QIB in accordance with Rule 144A, (B) to an IAI
         that has furnished to the Trustee a signed letter substantially in the
         form of Exhibit D or (C) outside the United States in an offshore
         transaction within the meaning of Regulation S and in compliance with
         Rule 904 under the Securities Act; and

                  (ii)     written instructions directing the Trustee to make,
         or to direct the Securities Custodian to make, an adjustment on its
         books and records with respect to such Global Security to reflect an
         increase in the aggregate principal amount of the Securities
         represented by the Global Security, such instructions to contain
         information regarding the Depositary account to be credited with such
         increase,

<PAGE>

                                                                               6

then the Trustee shall cancel such Definitive Security and cause, or direct the
Securities Custodian to cause, in accordance with the standing instructions and
procedures existing between the Depositary and the Securities Custodian, the
aggregate principal amount of Securities represented by the Global Security to
be increased by the aggregate principal amount of the Definitive Security to be
exchanged and shall credit or cause to be credited to the account of the Person
specified in such instructions a beneficial interest in the Global Security
equal to the principal amount of the Definitive Security so canceled. If no
Global Securities are then outstanding and the Global Security has not been
previously exchanged for certificated securities pursuant to Section 2.4, the
Company shall issue and the Trustee shall authenticate, upon written order of
the Company in the form of an Officers' Certificate, a new Global Security in
the appropriate principal amount.

                  (c)      Transfer and Exchange of Global Securities. (i) The
transfer and exchange of Global Securities or beneficial interests therein shall
be effected through the Depositary, in accordance with this Indenture (including
applicable restrictions on transfer set forth herein, if any) and the procedures
of the Depositary therefor. A transferor of a beneficial interest in a Global
Security shall deliver a written order given in accordance with the Depositary's
procedures containing information regarding the participant account of the
Depositary to be credited with a beneficial interest in such Global Security or
another Global Security and such account shall be credited in accordance with
such order with a beneficial interest in the applicable Global Security and the
account of the Person making the transfer shall be debited by an amount equal to
the beneficial interest in the Global Security being transferred. Transfers by
an owner of a beneficial interest in the Rule 144A Global Security or the IAI
Global Security to a transferee who takes delivery of such interest through the
Regulation S Global Security, whether before or after the expiration of the
Restricted Period, shall be made only upon receipt by the Trustee of a
certification from the transferor to the effect that such transfer is being made
in accordance with Regulation S or (if available) Rule 144 under the Securities
Act and that, if such transfer is being made prior to the expiration of the
Restricted Period, the interest transferred shall be held immediately thereafter
through Euroclear or Cedel. In the case of a transfer of a beneficial interest
in either the Regulation S Global Security or the Rule 144A Global Security for
an interest in the IAI Global Security, the transferee must furnish a signed
letter substantially in the form of Exhibit D to the Trustee.

                  (ii)     If the proposed transfer is a transfer of a
         beneficial interest in one Global Security to a beneficial interest in
         another Global Security, the Registrar shall reflect on its books and
         records the date and an increase in the principal amount of the Global
         Security to which such interest is being transferred in an amount equal
         to the principal amount of the interest to be so transferred, and the
         Registrar shall reflect on its books and records the date and a
         corresponding decrease in the principal amount of Global Security from
         which such interest is being transferred.

                  (iii)    Notwithstanding any other provisions of this Appendix
         (other than the provisions set forth in Section 2.4), a Global Security
         may not be transferred as a whole except by the Depositary to a nominee
         of the Depositary or by a nominee of the Depositary to the Depositary
         or another nominee of the Depositary or by the Depositary or any such
         nominee to a successor Depositary or a nominee of such successor
         Depositary.

<PAGE>

                                                                               7

                  (iv)     In the event that a Global Security is exchanged for
         Definitive Securities pursuant to Section 2.4 prior to the consummation
         of a Registered Exchange Offer or the effectiveness of a Shelf
         Registration Statement with respect to such Securities, such Securities
         may be exchanged only in accordance with such procedures as are
         substantially consistent with the provisions of this Section 2.3
         (including the certification requirements set forth on the reverse of
         the Initial Securities intended to ensure that such transfers comply
         with Rule 144A, Regulation S or such other applicable exemption from
         registration under the Securities Act, as the case may be) and such
         other procedures as may from time to time be adopted by the Company.

                  (d)      Restrictions on Transfer of Regulation S Global
Security. (i) Prior to the expiration of the Restricted Period, interests in the
Regulation S Global Security may only be held through Euroclear or Cedel. During
the Restricted Period, beneficial ownership interests in the Regulation S Global
Security may only be sold, pledged or transferred through Euroclear or Cedel in
accordance with the Applicable Procedures and only (A) to the Company, (B) so
long as such security is eligible for resale pursuant to Rule 144A, to a person
whom the selling Holder reasonably believes is a QIB that purchases for its own
account or for the account of a QIB to whom notice is given that the resale,
pledge or transfer is being made in reliance on Rule 144A, (C) in an offshore
transaction in accordance with Regulation S, (D) pursuant to an exemption from
registration under the Securities Act provided by Rule 144 (if applicable) under
the Securities Act, (E) to an IAI purchasing for its own account, or for the
account of such an IAI, in a minimum principal amount of Securities of $250,000
or (F) pursuant to an effective registration statement under the Securities Act,
in each case in accordance with any applicable securities laws of any state of
the United States. Prior to the expiration of the Restricted Period, transfers
by an owner of a beneficial interest in the Regulation S Global Security to a
transferee who takes delivery of such interest through the Rule 144A Global
Security or the IAI Global Security shall be made only in accordance with
Applicable Procedures and upon receipt by the Trustee of a written certification
from the transferor of the beneficial interest in the form provided on the
reverse of the Initial Security to the effect that such transfer is being made
to (i) a person whom the transferor reasonably believes is a QIB within the
meaning of Rule 144A in a transaction meeting the requirements of Rule 144A or
(ii) an IAI purchasing for its own account, or for the account of such an IAI,
in a minimum principal amount of the Securities of $250,000. Such written
certification shall no longer be required after the expiration of the Restricted
Period. In the case of a transfer of a beneficial interest in the Regulation S
Global Security for an interest in the IAI Global Security, the transferee must
furnish a signed letter substantially in the form of Exhibit D to the Trustee.

                  (ii)     Upon the expiration of the Restricted Period,
         beneficial ownership interests in the Regulation S Global Security
         shall be transferable in accordance with applicable law and the other
         terms of this Indenture.

                  (e)      Legend.

                  (i)      Except as permitted by the following paragraphs (ii),
         (iii) or (iv), each Security certificate evidencing the Global
         Securities and the Definitive Securities (and all Securities issued in
         exchange therefor or in substitution thereof) shall bear a legend in

<PAGE>

                                                                               8

         substantially the following form (each defined term in the legend being
         defined as such for purposes of the legend only):

         "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
         1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY
         STATE OR OTHER JURISDICTION. 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 SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT
         TO, SUCH REGISTRATION.

                  THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO
         OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE
         "RESALE RESTRICTION TERMINATION DATE") WHICH IS TWO YEARS AFTER THE
         LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE
         COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY
         (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE COMPANY, (B)
         PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE
         UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE
         ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT
         ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED
         INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES 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 THAT OCCUR OUTSIDE THE UNITED
         STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E)
         TO AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE 501(a)(1), (2),
         (3) OR (7) UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL ACCREDITED
         INVESTOR ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT
         OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM
         PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES
         AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY
         DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT OR (F) PURSUANT TO ANY
         OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
         SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR
         TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D), (E) OR (F)
         TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR
         OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND

<PAGE>

                                                                               9

         WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE
         RESTRICTION TERMINATION DATE.

Each Definitive Security shall bear the following additional legend:

                  "IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO
                  THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER
                  INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO
                  CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING
                  RESTRICTIONS."

                  (ii)     Upon any sale or transfer of a Transfer Restricted
         Security that is a Definitive Security, the Registrar shall permit the
         Holder thereof to exchange such Transfer Restricted Security for a
         Definitive Security that does not bear the legends set forth above and
         rescind any restriction on the transfer of such Transfer Restricted
         Security if the Holder certifies in writing to the Registrar that its
         request for such exchange was made in reliance on Rule 144 (such
         certification to be in the form set forth on the reverse of the Initial
         Security).

                  (iii)    After a transfer of any Original or Additional
         Securities or Private Exchange Securities during the period of the
         effectiveness of a Shelf Registration Statement with respect to such
         Original or Additional Securities or Private Exchange Securities, as
         the case may be, all requirements pertaining to the Restricted
         Securities Legend on such Original or Additional Securities or such
         Private Exchange Securities shall cease to apply and the requirements
         that any such Original or Additional Securities or such Private
         Exchange Securities be issued in global form shall continue to apply.

                  (iv)     Upon the consummation of a Registered Exchange Offer
         with respect to the Original or Additional Securities pursuant to which
         Holders of such Original or Additional Securities are offered Exchange
         Securities in exchange for their Original or Additional Securities, all
         requirements pertaining to Original or Additional Securities that
         Original or Additional Securities be issued in global form shall
         continue to apply, and Exchange Securities in global form without the
         Restricted Securities Legend shall be available to Holders that
         exchange such Initial Securities in such Registered Exchange Offer.

                  (v)      Upon the consummation of a Private Exchange with
         respect to the Original or Additional Securities pursuant to which
         Holders of such Original or Additional Securities are offered Private
         Exchange Securities in exchange for their Original or Additional
         Securities, all requirements pertaining to such Original or Additional
         Securities that Original or Additional Securities be issued in global
         form shall continue to apply, and Private Exchange Securities in global
         form with the Restricted Securities Legend shall be available to
         Holders that exchange such Original or Additional Securities in such
         Private Exchange.

                  (vi)     Upon a sale or transfer after the expiration of the
         Restricted Period of any Initial Security acquired pursuant to
         Regulation S, all requirements that such Initial

<PAGE>

                                                                              10

         Security bear the Restricted Securities Legend shall cease to apply and
         the requirements requiring any such Initial Security be issued in
         global form shall continue to apply.

                  (vii)    Any Additional Securities sold in a registered
         offering shall not be required to bear the Restricted Securities
         Legend.

                  (f)      Cancelation or Adjustment of Global Security. At such
time as all beneficial interests in a Global Security have either been exchanged
for Definitive Securities, transferred, redeemed, repurchased or canceled, such
Global Security shall be returned by the Depositary to the Trustee for
cancelation or retained and canceled by the Trustee. At any time prior to such
cancelation, if any beneficial interest in a Global Security is exchanged for
Definitive Securities, transferred in exchange for an interest in another Global
Security, redeemed, repurchased or canceled, the principal amount of Securities
represented by such Global Security shall be reduced and an adjustment shall be
made on the books and records of the Trustee (if it is then the Securities
Custodian for such Global Security) with respect to such Global Security, by the
Trustee or the Securities Custodian, to reflect such reduction.

                  (g)      Obligations with Respect to Transfers and Exchanges
         of Securities.

                  (i)      To permit registrations of transfers and exchanges,
         the Company shall execute and the Trustee shall authenticate,
         Definitive Securities and Global Securities at the Registrar's request.

                  (ii)     No service charge shall be made for any registration
         of transfer or exchange, but the Company may require payment of a sum
         sufficient to cover any transfer tax, assessments, or similar
         governmental charge payable in connection therewith (other than any
         such transfer taxes, assessments or similar governmental charge payable
         upon exchange or transfer pursuant to Sections 3.06, 4.06, 4.08 and
         9.05 of the Indenture).

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

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

                  (h)      No Obligation of the Trustee.

                  (i)      The Trustee shall have no responsibility or
         obligation to any beneficial owner of a Global Security, a member of,
         or a participant in the Depositary or any other Person with respect to
         the accuracy of the records of the Depositary or its nominee or of any
         participant or member thereof, with respect to any ownership interest
         in the

<PAGE>

                                                                              11

         Securities or with respect to the delivery to any participant, member,
         beneficial owner or other Person (other than the Depositary) of any
         notice (including any notice of redemption or repurchase) or the
         payment of any amount, under or with respect to such Securities. All
         notices and communications to be given to the Holders and all payments
         to be made to Holders under the Securities shall be given or made only
         to the registered Holders (which shall be the Depositary or its nominee
         in the case of a Global Security). The rights of beneficial owners in
         any Global Security shall be exercised only through the Depositary
         subject to the applicable rules and procedures of the Depositary. The
         Trustee may rely and shall be fully protected in relying upon
         information furnished by the Depositary with respect to its members,
         participants and any beneficial owners.

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

         2.4      Definitive Securities

                  (a)      A Global Security deposited with the Depositary or
with the Trustee as Securities Custodian pursuant to Section 2.1 shall be
transferred to the beneficial owners thereof in the form of Definitive
Securities in an aggregate principal amount equal to the principal amount of
such Global Security, in exchange for such Global Security, only if such
transfer complies with Section 2.3 and (i) the Depositary notifies the Company
that it is unwilling or unable to continue as a Depositary for such Global
Security or if at any time the Depositary ceases to be a "clearing agency"
registered under the Exchange Act, and a successor depositary is not appointed
by the Company within 90 days of such notice, or (ii) an Event of Default has
occurred and is continuing or (iii) the Company, in its sole discretion,
notifies the Trustee in writing that it elects to cause the issuance of
certificated Securities under this Indenture.

                  (b)      Any Global Security that is transferable to the
beneficial owners thereof pursuant to this Section 2.4 shall be surrendered by
the Depositary to the Trustee, to be so transferred, in whole or from time to
time in part, without charge, and the Trustee shall authenticate and deliver,
upon such transfer of each portion of such Global Security, an equal aggregate
principal amount of Definitive Securities of authorized denominations. Any
portion of a Global Security transferred pursuant to this Section shall be
executed, authenticated and delivered only in denominations of $1,000 and any
integral multiple thereof and registered in such names as the Depositary shall
direct. Any certificated Initial Security in the form of a Definitive Security
delivered in exchange for an interest in the Global Security shall, except as
otherwise provided by Section 2.3(e), bear the Restricted Securities Legend.

                  (c)      Subject to the provisions of Section 2.4(b), the
registered Holder of a Global Security may grant proxies and otherwise authorize
any Person, including Agent

<PAGE>

                                                                              12

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.

                  (d)      In the event of the occurrence of any of the events
specified in Section 2.4(a)(i), (ii) or (iii), the Company will promptly make
available to the Trustee a reasonable supply of Definitive Securities in fully
registered form without interest coupons.

<PAGE>

                                                                       EXHIBIT A

                       [FORM OF FACE OF INITIAL SECURITY]

                           [Global Securities Legend]

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

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

                         [Restricted Securities Legend]

                  "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY
STATE OR OTHER JURISDICTION. 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 SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.

                  THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO
OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE
RESTRICTION TERMINATION DATE") WHICH IS TWO YEARS AFTER THE LATER OF THE
ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY
AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF
SUCH SECURITY), ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION
STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO
LONG

<PAGE>

                                                                               2

AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED
INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES 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 THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION
S UNDER THE SECURITIES ACT, (E) TO AN "ACCREDITED INVESTOR" WITHIN THE MEANING
OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS AN
INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR
FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A
MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES
AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION
IN VIOLATION OF THE SECURITIES ACT OR (F) PURSUANT TO ANY OTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO
THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER
PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF
COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM.
THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE
RESTRICTION TERMINATION DATE.

Each Definitive Security shall bear the following additional legend:

                  "IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO
                  THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER
                  INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO
                  CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING
                  RESTRICTIONS."