<PAGE>   1
                                                                     EXHIBIT 4.2




                                                                  EXECUTION COPY
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                             DECISIONONE CORPORATION





                    9 3/4% SENIOR SUBORDINATED NOTES DUE 2007

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                                    INDENTURE


                           Dated as of August 7, 1997


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                       STATE STREET BANK AND TRUST COMPANY
                                     TRUSTEE
                      ------------------------------------






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<PAGE>   2
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                       Page

<S>                    <C>                                                                             <C>
ARTICLE 1              DEFINITIONS AND INCORPORATION BY REFERENCE.......................................  1
     Section 1.01.     Definitions......................................................................  1
     Section 1.02.     Other Definitions. .............................................................. 17
     Section 1.03.     Incorporation By Reference of Trust Indenture Act................................ 17
     Section 1.04.     Rules of Construction............................................................ 18
     Section 1.05.     Compliance Certificates and Opinions............................................. 18
     Section 1.06.     Form of Documents Delivered To Trustee........................................... 19
     Section 1.07.     Acts of Holders.................................................................. 20

ARTICLE 2              THE NOTES........................................................................ 21
     Section 2.01.     Form and Dating.................................................................. 21
     Section 2.02.     Execution and Authentication..................................................... 21
     Section 2.03.     Registrar and Paying Agent....................................................... 21
     Section 2.04.     Paying Agent to Hold Money in Trust.............................................. 22
     Section 2.05.     Lists of Holders of the Notes.................................................... 22
     Section 2.06.     Transfer and Exchange............................................................ 22
     Section 2.07.     Replacement Notes................................................................ 23
     Section 2.08.     Outstanding Notes................................................................ 23
     Section 2.09.     Treasury Notes................................................................... 24
     Section 2.10.     Temporary Notes.................................................................. 24
     Section 2.11.     Cancellation..................................................................... 24
     Section 2.12.     Defaulted Interest............................................................... 24
     Section 2.13.     Record Date...................................................................... 25
     Section 2.14.     CUSIP Number..................................................................... 25
     Section 2.15.     Computation of Interest.......................................................... 25

ARTICLE 3              REDEMPTION AND PREPAYMENT........................................................ 25
     Section 3.01.     Election to Redeem; Notice to Trustee............................................ 25
     Section 3.02.     Selection by Trustee of Notes to Be Redeemed..................................... 25
     Section 3.03.     Notice of Redemption............................................................. 26
     Section 3.04.     Effect of Notice of Redemption................................................... 27
     Section 3.05.     Deposit of Redemption Price...................................................... 27
     Section 3.06.     Notes Payable on Redemption Date................................................. 27
     Section 3.07.     Notes Redeemed in Part........................................................... 27
     Section 3.08.     Optional Redemption.............................................................. 27
     Section 3.09.     Mandatory Redemption............................................................. 28
     Section 3.10.     Offer to Purchase by Application of Excess Proceeds.............................. 28

ARTICLE 4              COVENANTS........................................................................ 30
     Section 4.01.     Payment of Principal, Premium and Interest....................................... 30
     Section 4.02.     Maintenance of Office or Agency.................................................. 30
     Section 4.03.     Money for Payments to Be Held In Trust........................................... 31
     Section 4.04.     Reports.......................................................................... 32
     Section 4.05.     Statement as to Compliance; Notice of Default.................................... 33
     Section 4.06.     Payment of Taxes and Other Claims................................................ 33
     Section 4.07      Stay, Extension and Usuary Laws...................................................34
     Section 4.08.     Corporate Existence.............................................................. 34
     Section 4.09.     Offer to Repurchase Upon Change of Control....................................... 34
     Section 4.10.     Asset Sales...................................................................... 36
</TABLE>


                                       i
<PAGE>   3
<TABLE>
<S>                    <C>                                                                             <C>
     Section 4.11.     Limitation on Restricted Payments................................................ 37
     Section 4.12.     Limitation on Incurrence of Indebtedness and Issuance of
                       Preferred Stock.................................................................. 42
     Section 4.13.     Transactions with Affiliates..................................................... 44
     Section 4.14.     Dividend and Other Payment Restrictions Affecting Subsidiaries................... 45
     Section 4.15.     Limitations on Guarantees of Indebtedness by Restricted Subsidiaries............. 45
     Section 4.16      Limitation on Liens...............................................................44
     Section 4.17      Sale and Leaseback Transactions ..................................................46
     Section 4.18      Anti-Layering.................................................................... 46
     Section 4.19      Sales of Accounts Receivables.................................................... 47

ARTICLE 5              SUCCESSORS .......................................................................47
     Section 5.01.     Merger, Consolidation, or Sale of All or Substantially All Assets................ 47
     Section 5.02.     Successor Corporation Substituted................................................ 48

ARTICLE 6              DEFAULTS AND REMEDIES ............................................................48
     Section 6.01.     Events of Default and Notice Thereof............................................. 48
     Section 6.02.     Acceleration..................................................................... 50
     Section 6.03.     Other Remedies................................................................... 50
     Section 6.04.     Waiver of Past Defaults.......................................................... 50
     Section 6.05.     Control by Majority.               .............................................. 51
     Section 6.06.     Limitation on Suits.............................................................. 51
     Section 6.07.     Rights of Holders of Notes 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....................................................................... 52
     Section 6.11.     Undertaking for Costs............................................................ 52

ARTICLE 7              TRUSTEE.......................................................................... 53
     Section 7.01.     Duties of Trustee................................................................ 53
     Section 7.02.     Rights of Trustee................................................................ 54
     Section 7.03.     Individual Rights of Trustee..................................................... 54
     Section 7.04.     Trustee's Disclaimer..............................................................54
     Section 7.05.     Notice of Defaults............................................................... 55
     Section 7.06.     Reports by Trustee to Holders of the Notes....................................... 55
     Section 7.07.     Compensation and Indemnity....................................................... 55
     Section 7.08.     Replacement of Trustee........................................................... 56
     Section 7.09.     Successor Trustee by Merger, etc................................................. 57
     Section 7.10.     Eligibility; Disqualification.................................................... 57
     Section 7.11.     Preferential Collection of Claims Against the Company............................ 57
     Section 7.12.     Rights of Holders with Respect to Time Method and Place.......................... 57

ARTICLE 8              LEGAL DEFEASANCE AND COVENANT DEFEASANCE......................................... 57
     Section 8.01.     Option to Effect Defeasance or Covenant Defeasance............................... 57
</TABLE>


                                       ii
<PAGE>   4
<TABLE>
<S>                    <C>                                                                             <C>
     Section 8.02.     Legal Defeasance and Discharge................................................... 57
     Section 8.03.     Covenant Defeasance.............................................................. 58
     Section 8.04.     Conditions to Defeasance or Covenant Defeasance.................................. 58
     Section 8.05.     Deposited Money and U.S. Government Obligations to be Held in Trust; Other
                       Miscellaneous Provisions......................................................... 59
     Section 8.06.     Repayment to Company............................................................. 60
     Section 8.07.     Reinstatement.................................................................... 60

ARTICLE 9              AMENDMENT, SUPPLEMENT AND WAIVER
     Section 9.01.     Without Consent of Holders of Notes.............................................. 61
     Section 9.02.     With Consent of Holders of Notes................................................. 61
     Section 9.03.     Compliance with TIA.............................................................. 63
     Section 9.04.     Revocation and Effect of Consents................................................ 63
     Section 9.05.     Notation on or Exchange of Notes................................................. 63

ARTICLE 10             SUBORDINATION.................................................................... 63
     Section 10.01.    Agreement to Subordinate......................................................... 63
     Section 10.02.    Liquidation; Dissolution; Bankruptcy............................................. 64
     Section 10.03.    Default on Designated Senior Debt................................................ 64
     Section 10.04.    Acceleration of Securities....................................................... 65
     Section 10.05.    When Distribution Must Be Paid Over.............................................. 65
     Section 10.06.    Notice by Company................................................................ 66
     Section 10.07.    Subrogation...................................................................... 66
     Section 10.08.    Relative Rights.................................................................. 66
     Section 10.09.    Subordination May Not Be Impaired by Company..................................... 66
     Section 10.10.    Distribution or Notice to Representative......................................... 66
     Section 10.11.    Rights of Trustee and Paying Agent............................................... 67
     Section 10.12.    Authorization to Effect Subordination............................................ 67
     Section 10.13.    No Waiver of Subordination Provisions............................................ 67
     Section 10.14.    Certain Definitions.............................................................. 68

ARTICLE 11             SATISFACTION AND DISCHARGE .......................................................68
     Section 11.01     Satisfaction and Discharge of Indenture.......................................... 68
     Section 11.02     Application of Trust  Money...................................................... 69

ARTICLE 12             MISCELLANEOUS ....................................................................69
     Section 12.01.    Conflict of Any Provision of Indenture with TIA.................................. 69
     Section 12.02.    Notices.......................................................................... 69
     Section 12.03.    Communication by Holders of Notes with Other Holders of Notes.................... 70
     Section 12.04.    Certificate and Opinion as to Conditions Precedent............................... 70
     Section 12.05.    Legal Holidays................................................................... 71
     Section 12.06.    No Personal Liability of Directors, Officers, Employees and Stockholders......... 71
     Section 12.07.    Governing Law.................................................................... 71
     Section 12.08.    No Adverse Interpretation of Other Agreements.................................... 71
</TABLE>


                                      iii
<PAGE>   5
<TABLE>
<S>                    <C>                                                                             <C>
     Section 12.09.    Successors and Assigns........................................................... 71
     Section 12.10.    Severability..................................................................... 71
     Section 12.11.    Counterpart Originals............................................................ 72
     Section 12.12.    Table of Contents, Headings, etc................................................. 72
</TABLE>



                                    EXHIBITS

A        Form of Note
B        Form of Supplemental Indenture to be Delivered by Guarantors


                                       iv
<PAGE>   6
                             CROSS-REFERENCE TABLE*

<TABLE>
<CAPTION>
Trust Indenture                                             Indenture Section
Act Section
<S>                                                         <C>  
310(a)(1)...........................................................7.10
     (a)(2).........................................................7.10
     (a)(3).........................................................N.A.
     (a)(4).........................................................N.A.
     (a)(5).........................................................7.10
     (b)............................................................7.10
     (c)............................................................N.A.
311(a)..............................................................7.11
     (b)............................................................7.11
     (c)............................................................N.A.
312(a)..............................................................11.03
     (b)............................................................11.03
     (c)............................................................11.03
313(a)..............................................................7.06
     (b)(1).........................................................N.A.
     (b)(2).........................................................7.06; 7.07
     (c)............................................................7.06; 10.02
     (d)............................................................7.06
314(a)..............................................................4.04; 11.02
     (b)............................................................N.A.
     (c)(1).........................................................11.04
     (c)(2).........................................................11.04
     (c)(3).........................................................N.A.
     (d)............................................................N.A.
     (f)............................................................N.A.
315(a)..............................................................7.01
     (b)............................................................7.05; 11.02
     (c)............................................................7.01
     (d)............................................................7.01
     (e)............................................................6.11
316(a)(last sentence)...............................................2.09
     (a)(1)(A)......................................................6.05
     (a)(1)(B)......................................................6.04
     (a)(2).........................................................N.A.
     (b)............................................................6.07
317(a)(1)...........................................................6.08
     (a)(2).........................................................6.09
     (b)............................................................2.04
318(a)..............................................................11.01
     (b)............................................................N.A.
     (c)............................................................11.01
</TABLE>

N.A. means not applicable.
*This Cross-Reference Table is not part of the Indenture.


                                        v
<PAGE>   7
         INDENTURE dated as of August 7, 1997 between DecisionOne Corporation, a
Delaware corporation (the "Company"), and State Street Bank and Trust Company,
as trustee (the "Trustee"). The Company and the Trustee agree as follows for the
benefit of each other and for the equal and ratable benefit of the Holders of
the 9 3/4% Senior Subordinated Notes due 2007 (the "Notes").


                                    ARTICLE 1
                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01. DEFINITIONS.

         Set forth below are certain defined terms used in this Indenture.

         "Accounts Receivable Subsidiary" means any newly created, Wholly Owned
Subsidiary of the Company (i) which is formed solely for the purpose of, and
which engages in no activities other than activities in connection with,
financing accounts receivable of the Company and/or its Restricted Subsidiaries,
(ii) which is designated by the Board of Directors of the Company as an Accounts
Receivables Subsidiary pursuant to a Board Resolution set forth in an Officers'
Certificate and delivered to the Trustee, (iii) that has total assets at the
time of such designation with a book value not exceeding $500,000 plus the
reasonable fees and expenses required to establish such Accounts Receivable
Subsidiary and any accounts receivable financing, (iv) no portion of
Indebtedness or any other obligation (contingent or otherwise) of which (a) is
at any time recourse to or obligates the Company or any Restricted Subsidiary of
the Company in any way, other than pursuant to (I) representations and covenants
entered into in the ordinary course of business in connection with the sale of
accounts receivable to such Accounts Receivable Subsidiary or (II) any guarantee
of any such accounts receivable financing by the Company or any Restricted
Subsidiary that is permitted to be incurred pursuant to the covenant described
in Section 4.12 hereof, or (b) subjects any property or asset of the Company or
any Restricted Subsidiary of the Company, directly or indirectly, contingently
or otherwise, to the satisfaction thereof, other than pursuant to (I)
representations and covenants entered into in the ordinary course of business in
connection with sales of accounts receivable or (II) any guarantee of any such
accounts receivable financing by the Company that is permitted to be incurred
pursuant to the covenant described in Section 4.12 hereof, (v) with which
neither the Company nor any Restricted Subsidiary of the Company has any
contract, agreement, arrangement or understanding other than contracts,
agreements, arrangements and understandings entered into in the ordinary course
of business in connection with sales of accounts receivable in accordance with
the covenant described in Section 4.19 hereof and fees payable in the ordinary
course of business in connection with servicing accounts receivable and (vi)
with respect to which neither the Company nor any Restricted Subsidiary of the
Company has any obligation (a) to subscribe for additional shares of Capital
Stock or other Equity Interests therein or make any additional capital
contribution or similar payment or transfer thereto other than in connection
with the sale of accounts receivable to such Accounts Receivable Subsidiary in
accordance with the covenant described in Section 4.19 hereof or (b) to maintain
or preserve the solvency or any balance sheet term, financial condition, level
of income or results of operations thereof.

         "Acquired Debt" means, with respect to any specified Person, (i)
Indebtedness of any other Person existing at the time such other Person merges
with or into or becomes a Subsidiary of such specified Person including, without
limitation, Indebtedness incurred in connection with, or in


<PAGE>   8
contemplation of, such other Person merging with or into or becoming a
Subsidiary of such specified Person and (ii) Indebtedness secured by a Lien
encumbering any asset acquired by such specified Person or assumed in connection
with the acquisition of any asset used or useful in a Permitted Business
acquired by such Person.

         "Adjusted Consolidated Net Income" means, with respect to any Person
for any period, the Consolidated Net Income of such Person for such period plus,
to the extent deducted in calculating Consolidated Net Income, the sum of (i)
100% of the aggregate amortization of intangibles plus, with respect to the
Company, up to $25.0 million arising from any write-off of intangibles reflected
on the Company's balance sheet as of March 31, 1997 for such period of such
Person and its Restricted Subsidiaries less any tax benefit recorded by such
Person as a result of such amortization, (ii) 100% of non-cash compensation
expense for such period incurred by such Person and its Restricted Subsidiaries
related to stock options or other Equity Interests granted to the employees or
directors of such Person and its Restricted Subsidiaries, (iii) expenses and
charges of the Company related to the Merger which are paid, taken or otherwise
accounted for within 90 days of the consummation of the Merger and (iv) 100% of
any loss realized in connection with the extinguishment of Indebtedness pursuant
to the Intercompany Loan.

         "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, shall mean
the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such Person, whether through the
ownership of voting securities, by agreement or otherwise.

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

         "Asset Sale" means (i) the sale, lease, conveyance or other disposition
of any assets (including, without limitation, by way of a sale and leaseback)
other than (A) in the ordinary course of business or (B) sales of accounts
receivables to the Accounts Receivables Subsidiary in accordance with Section
4.19 hereof (provided that the sale, lease, conveyance or other disposition of
all or substantially all of the assets of the Company and its Subsidiaries taken
as a whole will be governed by Section 4.09 hereof and/or Section 5.01 hereof
and not by the provisions of Section 4.10 hereof); and (ii) the issue by any
Restricted Subsidiary of the Company of any Equity Interests of such Restricted
Subsidiary and the sale by the Company or any of its Restricted Subsidiaries of
Equity Interests of any of the Company's Subsidiaries, in the case of clauses
(i) and (ii), whether in a single transaction or series of related transactions
(a) that have a fair market value in excess of $1.0 million or (b) for net
proceeds in excess of $1.0 million. Notwithstanding the foregoing: (1) a
transfer of assets by the Company to a Restricted Subsidiary or by a Restricted
Subsidiary to the Company or to another Restricted Subsidiary, (2) an issuance
of Equity Interests by a Restricted Subsidiary to the Company or to another
Restricted Subsidiary, (3) a Restricted Payment that is permitted by Section
4.11 hereof, (4) the sale and leaseback of any assets within 90 days of the
acquisition of such assets, (5) foreclosures on assets and (6) a disposition of
Cash Equivalents in the ordinary course of business will not be deemed to be
Asset Sales.

         "Attributable Debt" in respect of a sale and leaseback transaction
means, at the time of determination, the present value (discounted at the rate
of interest implicit in such transaction, determined in accordance with GAAP) of
the obligation of the lessee for net rental payments during the remaining


                                       2
<PAGE>   9
term of the lease included in such sale and leaseback transaction (including any
period for which such lease has been extended or may, at the option of the
lessor, be extended).

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

         "Board of Directors" means the board of directors of the Company or any
duly authorized committee of such board of directors.

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

         "Business" shall have the meaning assigned to such term in Article 11,
Rule 11-01(d) of Regulation S-X, promulgated pursuant to the Securities Act, as
such regulation is in effect on the date of this Indenture.

         "Business Day" means any day other than a Legal Holiday.

         "Capital 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 on a balance sheet 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) Government Securities, (ii) any
certificate of deposit maturing not more than 365 days after the date of
acquisition issued by, or time deposit of, an Eligible Institution or any lender
under the New Credit Facility, (iii) commercial paper maturing not more than 365
days after the date of acquisition of an issuer (other than an Affiliate of the
Company) with a rating, at the time as of which any investment therein is made,
of "A-3" (or higher) according to S&P or "P-2" (or higher) according to Moody's
or carrying an equivalent rating by a nationally recognized rating agency if
both of the two named rating agencies cease publishing ratings of investments,
(iv) any bankers acceptances or money market deposit accounts issued by an
Eligible Institution and (v) any fund investing exclusively in investments of
the types described in clauses (i) through (iv) above.

         "Change of Control" means the occurrence of any of the following: (i)
any sale, lease, transfer, conveyance or other disposition (other than by way of
merger or consolidation) in one or a series of related transactions, of all or
substantially all of the assets of the Company and its Subsidiaries taken as a
whole to any "person" (as defined in Section 13(d) of the Exchange Act) or
"group" (as defined in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) other
than the Principals and their Related Parties; (ii) the adoption of a plan for
the liquidation or dissolution of the Company; (iii) the Company consolidates
with, or merges with or into, another "person" (as defined above) or "group" (as
defined


                                       3
<PAGE>   10
above) in a transaction or series of related transactions in which the Voting
Stock of the Company is converted into or exchanged for cash, securities or
other property, other than any transaction where (A) the outstanding Voting
Stock of the Company is converted into or exchanged for Voting Stock (other than
Disqualified Stock) of the surviving or transferee corporation and (B) either
(1) the "beneficial owners" (as defined in Rule 13d-3 under the Exchange Act) of
the Voting Stock of the Company immediately prior to such transaction own,
directly or indirectly through one or more Subsidiaries, not less than a
majority of the total Voting Stock of the surviving or transferee corporation
immediately after such transaction or (2) if, immediately prior to such
transaction the Company is a direct or indirect Subsidiary of any other Person
(such other Person, the "Holding Company"), then the "beneficial owners" (as
defined above) of the Voting Stock of such Holding Company immediately prior to
such transaction own, directly or indirectly through one or more Subsidiaries,
not less than a majority of the Voting Stock of the surviving or transferee
corporation immediately after such transaction; (iv) the consummation of any
transaction or series of related transactions (including, without limitation, by
way of merger or consolidation) the result of which is that any "person" (as
defined above) or "group" (as defined above) other than the Principals and their
Related Parties becomes the "beneficial owner" (as defined above) of more than
50% of the voting power of the Voting Stock of the Company or any Holding
Company of the Company or (v) the first day on which a majority of the members
of the Board of Directors of the Company or any Holding Company of the Company
are not Continuing Directors.

         "Closing Date" means the closing date of the sale and original issuance
of the Notes under this Indenture.

         "Commission" means the Securities and Exchange Commission.

         "Consolidated Cash Flow" means, with respect to any Person for any
period, the Consolidated Net Income of such Person and its Restricted
Subsidiaries for such period, plus, to the extent deducted in computing
Consolidated Net Income, (i) provision for taxes based on income or profits of
such Person and its Restricted Subsidiaries for such period, (ii) Fixed Charges
of such Person for such period, (iii) depreciation and amortization (including
amortization of goodwill and other intangibles) and all other non-cash charges
(excluding any such non-cash charge to the extent that it represents (x) an
accrual of or reserve for cash charges in any future period, (y) amortization of
a prepaid cash expense that was paid in a prior period or (z) amortization
attributable to rotable inventory which has been capitalized in accordance with
GAAP) of such Person and its Restricted Subsidiaries for such period, (iv) any
net loss realized in connection with any Asset Sale and any extraordinary or
non-recurring loss, in each case, on a consolidated basis determined in
accordance with GAAP and (v) expenses and charges of the Company related to the
Merger which are paid, taken or otherwise accounted for within 90 days of the
consummation of the Merger. Notwithstanding the foregoing, the provision for
taxes based on the income or profits of, the Fixed Charges of, and the
depreciation and amortization and other non-cash charges of, a Restricted
Subsidiary of a Person shall be added to Consolidated Net Income to compute
Consolidated Cash Flow only to the extent (and in the same proportion) that the
Net Income of such Restricted Subsidiary was included in calculating the
Consolidated Net Income of such Person.

         "Consolidated Interest Expense" means, with respect to any Person for
any period, the sum of: (a) the interest expense of such Person and its
Restricted Subsidiaries for such period, on a consolidated basis, determined in
accordance with GAAP (including amortization of original issue discount,
non-cash interest payments, the interest component of all payments associated
with Capital Lease Obligations, imputed interest with respect to Attributable
Debt, commissions, discounts and other fees and charges incurred in respect of
letter of credit or bankers' acceptance financings, and net payments, if any,


                                       4
<PAGE>   11
pursuant to Hedging Obligations; provided, however, that in no event shall any
amortization of deferred financing costs be included in Consolidated Interest
Expense) and (b) consolidated capitalized interest of such Person and its
Restricted Subsidiaries for such period, whether paid or accrued.

         "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, determined in accordance
with GAAP; provided, however, that (i) the Net Income or loss of any Person that
is not a Restricted Subsidiary or that is accounted for by the equity method of
accounting shall be included only to the extent of the amount of dividends or
distributions paid to the referent Person or a Restricted Subsidiary thereof in
cash, (ii) the Net Income of any Person acquired in a pooling of interests
transaction for any period prior to, the date of such acquisition shall be
excluded, (iii) the cumulative effect of a change in accounting principles,
shall be excluded, and (iv) the Net Income of any Restricted Subsidiary shall be
excluded to the extent that the declaration or payment of dividends or similar
distributions by that Restricted Subsidiary of that Net Income is not, at the
date of determination, permitted without any prior governmental approval (which
has not been obtained) or, directly or indirectly, by operation of the terms of
its charter or any agreement, instrument, judgment, decree, order, statute, rule
or governmental regulation applicable to that Restricted Subsidiary.

         "Continuing Directors" means, as of any date of determination, any
member of the Board of Directors of the Company or any Holding Company of the
Company who (i) was a member of such Board of Directors immediately after
consummation of the Merger, including the Offering and the application of the
net proceeds thereof, or (ii) was nominated for election or elected to such
Board of Directors with the approval of a majority of the Continuing Directors
who were members of such Board at the time of such nomination or election or any
successor Continuing Directors appointed by such Continuing Directors (or their
successors).

         "Corporate Trust Office of the Trustee" shall be at the address of the
Trustee specified in Section 11.02 hereof or such other address as to which the
Trustee may give notice to the Company.

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

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

         "Designated Preferred Stock" means preferred stock of the Company
(other than Disqualified Stock) that is issued for cash (other than to a
Restricted Subsidiary) and is so designated as Designated Preferred Stock,
pursuant to an Officers' Certificate executed by the principal executive officer
and the principal financial officer of the Company, on the issuance date
thereof, the cash proceeds of which are excluded from the calculation set forth
in clause (c) of Section 4.11 hereof.

         "Designated Senior Debt" means (i) so long as Indebtedness is
outstanding pursuant to the New Credit Facility, all such Indebtedness incurred
under the New Credit Facility and, thereafter, (ii) any other Senior Debt or
Guarantor Senior Debt permitted under this Indenture the principal amount of
which is $50.0 million or more and that has been designated by the Company as
"Designated Senior Debt."


                                       5
<PAGE>   12
         "Disqualified Stock" means, with respect to any Person, any Capital
Stock that, by its terms (or by the terms of any security into which it is
convertible or for which it is exchangeable), or upon the happening of any
event, matures or is mandatorily redeemable, pursuant to a sinking fund
obligation or otherwise, is exchangeable for Indebtedness (except to the extent
exchangeable at the option of such Person subject to the terms of any debt
instrument to which such Person is a party), or is redeemable at the option of
the Holder thereof, in whole or in part, on or prior to August 1, 2007;
provided, however, that if such Capital Stock is issued 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.

         "Eligible Institution" means a commercial banking institution that has
combined capital and surplus not less than $100.0 million or its equivalent in
foreign currency, whose short-term debt is rated "A-3" or higher according to
S&P or "P-2" or higher according to Moody's or carrying an equivalent rating by
a nationally recognized rating agency if both of the two named rating agencies
cease publishing ratings of investments.

         "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 (i) issuance of common stock or preferred
stock by the Company (other than to Holdings and other than Disqualified Stock)
or Holdings (other than Disqualified Stock) that is registered pursuant to the
Securities Act, other than issuances registered on Form S-8 under the Securities
Act and issuances registered on Form S-4 under the Securities Act, and (ii) any
private issuance of common stock or preferred stock by the Company (other than
to Holdings and other than Disqualified Stock) or Holdings (other than
Disqualified Stock), excluding, in the case of clauses (i) and (ii) above,
issuances of common stock pursuant to employee benefit plans of Holdings or the
Company or otherwise as compensation to employees of the Company or Holdings.

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

         "Existing Indebtedness" means Indebtedness of the Company and its
Restricted Subsidiaries (other than Indebtedness under the New Credit Facility)
in existence on the date of this Indenture until such amounts are repaid.

         "Fixed Charge Coverage Ratio" means with respect to any Person for any
period, the ratio of the Consolidated Cash Flow of such Person and its
Restricted Subsidiaries for such period to the Fixed Charges of such Person and
its Restricted Subsidiaries for such period. In the event that the Company or
any of its Restricted Subsidiaries incurs, assumes, guarantees, redeems or
repays any Indebtedness (other than revolving credit borrowings) or issues or
redeems preferred stock subsequent to the commencement of the period for which
the Fixed Charge Coverage Ratio is being calculated but on or prior to the date
on which 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, assumption, guarantee,
redemption or repayment of Indebtedness, or such issuance or redemption of
preferred stock, as if the same had occurred at the beginning of the applicable
four-quarter reference period. For purposes of making the computation referred
to above, (i) the Consolidated Cash Flow of the Company shall include (a) the
Consolidated Cash Flow of the


                                       6
<PAGE>   13
Company and its Restricted Subsidiaries for the latest four-quarter period for
which consolidated internal financial statements of the Company are available as
derived from such financial statements plus or minus (b) with respect to any
Business or Qualified Contracts that have been acquired by the Company or any of
its Restricted Subsidiaries, including through mergers or consolidations, after
the first day of the applicable four-quarter period and prior to the Calculation
Date, the result of (1) the Consolidated Cash Flow of such Business or Qualified
Contracts for the most recent three-month period prior to such acquisition for
which internal financial statements in respect of such acquired Business or
Qualified Contracts are available times four multiplied by (2) a fraction the
numerator of which is 365 minus the number of days during the relevant
four-quarter period for which the results of operations of such Business or
Qualified Contracts were included in clause (a) of this sentence and the
denominator of which is 365, (ii) the acquisition of any Business or Qualified
Contracts that has been made by the Company or any of its Restricted
Subsidiaries, including through mergers or consolidations and including any
related financing transactions after the first day of the applicable
four-quarter period and on or prior to the Calculation Date shall give pro forma
effect to financing transactions (including the incurrence of Acquired Debt) in
connection with the acquisition of such Business or Qualified Contracts, as if
such acquisition had occurred at the beginning of the applicable reference
period, and (iii) the Consolidated Cash Flow and expenses attributable to
discontinued operations as determined in accordance with GAAP, and operations,
Businesses and Qualified Contracts disposed of prior to the Calculation Date
shall be excluded. For purposes of the foregoing clause (i), the Consolidated
Cash Flow attributable to any Business or Qualified Contracts acquired by the
Company or any Restricted Subsidiary of the Company shall be calculated
utilizing the actual revenues attributable to such Business or Qualified
Contracts for the applicable period and the expenses that would have been
attributable to such Business or Qualified Contracts had the Company acquired
such Business or Qualified Contracts at the beginning of the applicable
three-month period, as determined in good faith by the Company, taking into
account the Company's historical expenses in connection with the provision of
similar services for similar equipment under similar contracts. If since the
beginning of the applicable four-quarter period any Person (that subsequently
becomes a Restricted Subsidiary or was merged with or into the Company or any
Restricted Subsidiary since the beginning of such period) shall have made or
engaged in any Investment, disposition of operations, Businesses or Qualified
Contracts, or merger or consolidation, or shall have discontinued any operations
or acquired any Business or Qualified Contracts that would have required
adjustment pursuant to this definition had such Person been a Restricted
Subsidiary at the time of such Investment, disposition, merger, consolidation,
discontinued operation or acquisition, then "Consolidated Cash Flow" shall be
calculated giving pro forma effect thereto for such period as if such
Investment, acquisition, disposition, merger, consolidation or discontinued
operation had occurred at the beginning of the applicable four-quarter period.

         "Fixed Charges" means, with respect to any Person for any period, the
sum, without duplication, of (i) the Consolidated Interest Expense of such
Person for such period and (ii) any interest expense on Indebtedness of another
Person that is guaranteed by the referent Person or one of its Restricted
Subsidiaries or secured by a Lien on assets of such Person or one of its
Restricted Subsidiaries (whether or not such guarantee or Lien is called upon)
and (iii) the product of (a) all cash dividend payments of the Company and any
Guarantor on any series of preferred stock of the Company or such Guarantor
times (b) a fraction, the numerator of which is one and the denominator of which
is one minus the then current combined federal, state and local statutory tax
rate of such Person, expressed as a decimal, in each case, on a consolidated
basis and in accordance with GAAP.

         "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


                                       7
<PAGE>   14
Accountants and statements and pronouncements of the Financial Accounting
Standards Board or in such other statements by such other entity as may be
approved by a significant segment of the accounting profession of the United
States, which are in effect on the date of this Indenture; provided, however,
that all reports and other financial information provided by the Company to the
Holders, the Trustee and/or the Commission shall be prepared in accordance with
GAAP, as in effect on the date of such report or other financial information.

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

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

         "Guarantor" means any Restricted Subsidiary that shall have guaranteed,
pursuant to a supplemental indenture and the requirements therefor set forth in
this Indenture, the payment of all principal of, and interest and premium, if
any, on, the Notes and all other amounts payable under the Notes or this
Indenture, which guarantee shall be subordinate to all Senior Debt and pari
passu with or senior to all other Indebtedness of such Restricted Subsidiary.

         "Guarantor Senior Debt" means, with respect to any Guarantor, (i) all
Obligations of such Guarantor outstanding under the New Credit Facility and all
Hedging Obligations payable to a lender under the New Credit Facility or any of
its affiliates, including, without limitation, in each case, interest accruing
subsequent to the filing of, or which would have accrued but for the filing of,
a petition in bankruptcy, whether or not such interest is an allowable claim in
such bankruptcy proceeding, (ii) any other Indebtedness permitted to be incurred
by such Guarantor under the terms of this Indenture, unless the instrument under
which such Indebtedness is incurred expressly provides that it is on a parity
with or subordinated in right of payment to the Subsidiary Guarantee of such
Guarantor and (iii) all Obligations with respect to the foregoing.
Notwithstanding anything to the contrary in the foregoing, Guarantor Senior Debt
will not include (a) any liability for federal, state, local or other taxes owed
or owing by such Guarantor or any of its Subsidiaries, (b) any Indebtedness of
such Guarantor to any of its Subsidiaries or other Affiliates, (c) any accounts
payable or trade liabilities arising in the ordinary course of business
(including instruments evidencing such liabilities) other than obligations in
respect of bankers' acceptances and letters of credit under the New Credit
Facility, (d) any Indebtedness that is incurred in violation of this Indenture,
(e) Indebtedness which, when incurred and without respect to any election under
Section 1111(b) of Title 11, United States Code, is without recourse to such
Guarantor, (f) any Indebtedness, guarantee or obligation of such Guarantor which
is subordinate or junior to any other Indebtedness, guarantee or obligation of
such Guarantor, (g) Indebtedness evidenced by the Subsidiary Guarantee of such
Guarantor and (h) Capital Stock of such Guarantor.

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

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


                                       8
<PAGE>   15
         "Holdings" means DecisionOne Holdings Corp., a Delaware corporation,
the corporate parent of the Company, or its successors.

         "Indebtedness" means, with respect to any Person, any indebtedness of
such Person, whether or not contingent, in respect of borrowed money or
evidenced by bonds, notes, debentures or similar instruments or letters of
credit (or reimbursement agreements in respect thereof) or representing Capital
Lease Obligations or the balance deferred and unpaid of the purchase price of
any property, except any such balance that constitutes an accrued expense or
trade payable, or representing any Hedging Obligations, if and to the extent any
of the foregoing indebtedness (other than letters of credit and Hedging
Obligations) would appear as a liability upon a balance sheet of such Person
prepared in accordance with GAAP, as well as all indebtedness of others secured
by a Lien on any asset of such Person (whether or not such indebtedness is
assumed by such Person), the maximum fixed repurchase price of Disqualified
Stock issued by such Person and the liquidation preference of preferred stock
issued by such Person, in each case, if held by any Person other than the
Company or a Wholly Owned Restricted Subsidiary of the Company, and, to the
extent not otherwise included, the guarantee by such Person of any indebtedness
of any other Person; provided that Indebtedness shall not include the pledge by
the Company of the Capital Stock of an Unrestricted Subsidiary of the Company to
secure Non- Recourse Debt of such Unrestricted Subsidiary.

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

         "Initial Sale" means (i) the first transaction after the commencement
of any accounts receivable financing arrangement in which accounts receivable
are sold by the Company and/or its Restricted Subsidiaries to an Accounts
Receivable Subsidiary and (ii) the first transaction following any amendment to
any such arrangement pursuant to which the class of eligible receivables to be
purchased pursuant to such arrangement is expanded in which such expanded class
of accounts receivable are sold by the Company and/or its Restricted
Subsidiaries to an Accounts Receivable Subsidiary.

         "Intercompany Note" means the note issued by Holdings to the Company on
the Closing Date to evidence the loan by the Company to Holdings of $59,100,000
of the proceeds of the Offerings which proceeds, together with dividends to
Holdings will fund the merger consideration and costs and expenses in connection
therewith.

         "Investments" means, with respect to any Person, all investments by
such Person in other Persons (including Affiliates) in the forms of direct or
indirect loans (including guarantees), advances or capital contributions
(excluding commission, travel and similar advances to officers and employees
made in the ordinary course of business), purchases or other acquisitions for
consideration of Indebtedness, Equity Interests or other securities, and all
other items that are or would be classified as investments on a balance sheet
prepared in accordance with GAAP; provided that an acquisition of assets, Equity
Interests or other securities by the Company for consideration consisting of
common equity securities of the Company shall not be deemed to be an Investment.
If the Company or any Subsidiary of the Company sells or otherwise disposes of
any Equity Interests of any direct or indirect Subsidiary of the Company such
that, after giving effect to any such sale or disposition, such Person is no
longer a Subsidiary of the Company, the Company shall be deemed to have made an
Investment on the date of any such sale or disposition equal to the fair market
value of the Equity Interests of such Subsidiary not sold or disposed of in an
amount determined as provided in the final paragraph of Section 4.11 hereof.


                                       9
<PAGE>   16
         "Investors' Agreement" means the investors' agreement, dated as of
August 7, 1997, among Holdings, DLJ Merchant Banking Partners II, L.P. and
affiliated funds, a limited number of institutional investors and certain
members of management of Holdings and the Company, as amended from time to time.

         "Legal Holiday" means a Saturday, Sunday or a day on which banking
institutions in the City of New York, the city where the principal office of the
Trustee is located, or at a place of payment are authorized by law, regulation
or executive order to remain closed. If a payment date is a Legal Holiday at a
place of payment, payment may be made at that place on the next succeeding day
that is not a Legal Holiday.

         "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).

         "Management Loans" means one or more loans by the Company or Holdings
to officers and/or directors of the Company and any of its Restricted
Subsidiaries to finance the purchase by such officers and directors of common
stock of Holdings; provided, however, that the aggregate principal amount of all
such Management Loans outstanding at any time shall not exceed $10.0 million.

         "Merger" means the merger of Quaker Holdings Corp., a Delaware
corporation, with and into Holdings, with Holdings continuing as the surviving
corporation.

         "Moody's" means Moody's Investor Services, Inc.

         "Net Income" means, with respect to any Person, the net income (loss)
of such Person, determined in accordance with GAAP, excluding, however, (i) any
gain (but not loss), together with any related provision for taxes on such gain
(but not loss), realized in connection with (a) any Asset Sale (including,
without limitation, dispositions pursuant to sale and leaseback transactions) or
(b) the extinguishment of any Indebtedness of such Person or any of its
Restricted Subsidiaries, and (ii) any extraordinary or nonrecurring gain (but
not loss), together with any related provision for taxes on such extraordinary
or nonrecurring gain (but not loss), and (iii) with respect to the Company, the
after-tax amount of any interest income with respect to the Intercompany Note.

         "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 upon the sale or other
disposition of any non-cash consideration received in any Asset Sale), net of
the direct costs relating to such Asset Sale (including, without limitation,
legal, accounting and investment banking fees, 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), amounts required to be applied to
the repayment of Indebtedness (other than Indebtedness of the Company or any
Restricted Subsidiary referred to in clause (a) of the second paragraph of
Section 4.10 hereof) secured by a Lien on the asset or assets that are the
subject of such Asset Sale and any reserve for adjustment in respect of the sale
price of such asset or assets established in accordance with GAAP.


                                       10
<PAGE>   17
         "New Credit Facility" means that certain credit agreement, dated as of
August 7, 1997, by and among the Company, Donaldson, Lufkin & Jenrette
Securities Corporation, as arranger, DLJ Capital Funding, Inc., as syndication
agent, and the lenders party thereto, including any related notes, guarantees,
collateral documents, instruments and agreement executed in connection
therewith, and in each case as amended, modified, renewed, refunded, replaced,
refinanced from time to time, including any agreement extending or shortening
the maturity of or refinancing or refunding all or any portion of the
Indebtedness thereunder or increasing the amount that may be borrowed under such
agreement or any successor agreement, whether or not among the same parties.

         "Non-Recourse Debt" means Indebtedness (i) no default with respect to,
which (including any rights that the holders thereof may have to take
enforcement action against an Unrestricted Subsidiary) would permit (upon
notice, lapse of time or both) any holder of any other Indebtedness of the
Company or any of its Restricted Subsidiaries to declare a default on such other
Indebtedness or cause the payment thereof to be accelerated or payable prior to
its stated maturity; and (ii) as to which the lenders have been notified in
writing that they will not have any recourse to the stock (other than the stock
of an Unrestricted Subsidiary pledged by the Company to secure debt of such
Unrestricted Subsidiary) or assets of the Company or any of its Restricted
Subsidiaries; provided, however, that in no event shall Indebtedness of any
Unrestricted Subsidiary fail to be Non-Recourse Debt solely as a result of any
default provisions contained in a guarantee thereof by the Company or any of its
Restricted Subsidiaries if the Company or such Restricted Subsidiary was
otherwise permitted to incur such guarantee pursuant to this Indenture.

         "Notes" means the Company's 9 3/4% Senior Subordinated Notes due 2007
issued in compliance with this Indenture.

         "Obligations" means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any Indebtedness.

         "Offering" means the offering and sale of the Notes by the Company
pursuant to a prospectus, dated as of July 30, 1997, contained or incorporated
in the Registration Statement.

         "Offerings" means the Offering and the concurrent offering by Quaker
Holding Co., a Delaware corporation, of units consisting of 11 1/2% Senior
Discount Debentures due 2008 and warrants to purchase shares of common stock of
Holdings pursuant to a prospectus, dated as of July 30, 1997, contained or
incorporated in a Registration Statement on Form S-1 (No. 333-28539) filed with
the Commission on June 3, 1997 and all exhibits, schedules and amendments
thereto.

         "Officer" means the Chairman of the Board, the President, any Vice
President 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 Chairman of the
Board, the President, a Vice President or the Secretary of the Company that
meets the requirements set forth in Section 1.05 hereof.

         "Opinion of Counsel" means a written opinion of counsel, who may be
counsel for the Company and who shall be acceptable to the Trustee, in form and
substance satisfactory to the Trustee. Each such opinion shall include the
statements provided for in TIA Section 314(e) to the extent applicable.


                                       11
<PAGE>   18
         "Other Qualified Notes" means any outstanding Indebtedness that ranks
pari passu in right of payment with the Notes issued pursuant to an indenture or
other agreement, in either case, having a provision substantially similar to the
provision contained in Section 4.10 hereof.

         "Pari Passu Indebtedness" means Indebtedness of the Company or any
Guarantor that ranks pari passu in right of payment to the Notes or any
Subsidiary Guarantee.

         "Permitted Business" means the equipment maintenance or support
services business or any business reasonably ancillary or related thereto.

         "Permitted Investments" means (i) Investments in the Company or in a
Restricted Subsidiary of the Company, (ii) Investments in cash or Cash
Equivalents, (iii) Investments by the Company or any Restricted Subsidiary of
the Company in a Person if, as a result of such Investment, (a) such person
becomes a Restricted Subsidiary of the Company or (b) such Person is merged,
consolidated or amalgamated with or into, or transfers or conveys substantially
all of its assets to, or is liquidated into, the Company or a Restricted
Subsidiary of the Company, (iv) Investments in accounts and notes receivable
acquired in the ordinary course of business, (v) any non-cash consideration
received in connection with an Asset Sale that complies with Section 4.10
hereof, (vi) 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, (vii) any guarantees
permitted to be made pursuant to Section 4.12 hereof, (viii) Investments in any
Accounts Receivable Subsidiary made in connection with the formation of Accounts
Receivable Subsidiary or received in consideration of sales of accounts
receivable, in each case, in accordance with Section 4.19 hereof, (ix) the
Intercompany Note and (x) the Management Loans.

         "Permitted Junior Securities" means Equity Interests in the Company or
debt securities of the Company or the relevant Guarantor that are subordinated
to all Senior Debt (and any debt securities issued in exchange for Senior Debt)
or Guarantor Senior Debt (and any debt securities issued in exchange for
Guarantor Senior Debt), as applicable, to substantially the same extent as, or
to a greater extent than, the Notes are subordinated to Senior Debt or the
Subsidiary Guarantees are subordinated to Guarantor Senior Debt, as applicable,
pursuant to this Indenture.

         "Permitted Refinancing Indebtedness" means any Indebtedness of the
Company or any of its Restricted Subsidiaries issued in exchange for, or the net
proceeds of which are used to extend, refinance, renew, replace, defease or
refund other Indebtedness of the Company or any of its Restricted Subsidiaries;
provided that: (i) the principal amount (or accreted value, if applicable) of
such Permitted Refinancing Indebtedness does not exceed the principal amount of
(or accredit value, if applicable), plus accrued interest on, the Indebtedness
so extended, refinanced, renewed, replaced, defeased or refunded (plus the
amount of reasonable expenses and premiums incurred in connection therewith);
(ii) such Permitted Refinancing Indebtedness has a final maturity date at least
as late as the final maturity date of, and has a Weighted Average Life to
Maturity equal to or greater than the Weighted Average Life to Maturity of, the
Indebtedness being extended, refinanced, renewed, replaced, defeased or
refunded; (iii) if the Indebtedness being extended, refinanced, renewed,
replaced, defeased or refunded is subordinated in right of payment to the Notes,
such Permitted Refinancing Indebtedness has a final maturity date later than the
final maturity date of, and is subordinated in right of payment to, the Notes on
terms at least as favorable to the Holders of Notes as those contained in the
documentation governing the Indebtedness being extended, refinanced, renewed,
replaced, defeased or refunded; (iv) if the Indebtedness being extended,
refinanced, renewed, replaced, defeased or refunded is Pari Passu Indebtedness,
such Permitted


                                       12
<PAGE>   19
Refinancing Indebtedness has a final maturity date on or later than the final
maturity date of, and is subordinated or pari passu in right of payment to, the
Notes on terms at least as favorable to the Holders of Notes as those contained
in the documentation governing the Indebtedness being extended, refinanced,
renewed, replaced, defeased or refunded and (v) such Indebtedness is incurred
either by the Company or by the Restricted Subsidiary who is the obligor on the
Indebtedness being extended, refinanced, renewed, replaced, defeased or
refunded.

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

         "Principals" means DLJ Merchant Banking, Inc., DLJ Offshore Partners
II, C.V., DLJ Diversified Partners, L.P., DLJMB Funding II, Inc., UK Investment
Plan 1997 Partners and DLJ First ESC LLC and each of their respective
Affiliates.

         "Qualified Contract" means any contract for the provision of computer
maintenance and/or technology support services with respect to which the Company
and its Restricted Subsidiaries have not received notice that the counterparty
to such contract intends to terminate such contract prior to the expiration of
its term or not to renew such contract at the end of its term.

         "Qualified Proceeds" means any of the following or any combination of
the following: (i) cash, (ii) Cash Equivalents, (iii) assets that are used or
useful in a Permitted Business and (iv) the Capital Stock of any Person engaged
in a Permitted Business if, in connection with the receipt by the Company or any
Restricted Subsidiary of the Company of such Capital Stock, (a) such Person
becomes a Restricted Subsidiary of the Company or any Restricted Subsidiary of
the Company or (b) such Person is merged, consolidated or amalgamated with or
into, or transfers or conveys substantially all of its assets to, or is
liquidated into, the Company or any Restricted Subsidiary of the Company.

         "Receivables Fees" means distributions or payments made directly or by
means of discounts with respect to any participation interests issued or sold in
connection with, and other fees paid to a Person that is not a Restricted
Subsidiary in connection with, any receivables financing permitted pursuant to
Section 4.19 hereof.

         "Registration Statement" means the Registration Statement (No.
333-28411) on Form S-1 relating to the Notes filed with the Commission on June
3, 1997 and all exhibits, schedules and amendments thereto.

         "Related Party" means, with respect to the Principals, (i) any
controlling stockholder or partner of any Principal on the date of this
Indenture, or (ii) any trust, corporation, partnership or other entity, the
beneficiaries, stockholders, partners, owners or Persons beneficially holding
(directly or through one or more Subsidiaries) a 51% or more controlling
interest of which consist of the Principals and/or such other Persons referred
to in the immediately preceding clauses (i) or (ii).

         "Responsible Officer," when used with respect to the Trustee, means any
officer in the Corporate Trust Office of the Trustee and also means, with
respect to a particular corporate trust matter, any other officer or employee to
whom such matter is referred because of his knowledge of and familiarity with
the particular subject.


                                       13
<PAGE>   20
         "Restricted Investment" means an Investment other than a Permitted
Investment.

         "Restricted Subsidiary" of a Person means any Subsidiary of the
referent Person that is not an Unrestricted Subsidiary.

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

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

         "Senior Debt" means (i) all Obligations of the Company outstanding
under the New Credit Facility and all Hedging Obligations payable to a lender
under the New Credit Facility or any of its affiliates, including, without
limitation, in each case, interest accruing subsequent to the filing of, or
which would have accrued but for the filing of, a petition for bankruptcy,
whether or not such interest is an allowable claim in such bankruptcy
proceeding, (ii) any other Indebtedness permitted to be incurred by the Company
under the terms of this Indenture, unless the instrument under which such
Indebtedness is incurred expressly provides that it is on a parity with or
subordinated in right of payment to the Notes and (iii) all Obligations with
respect to the foregoing. Notwithstanding anything to the contrary in the
foregoing, Senior Debt will not include (a) any liability for federal, state,
local or other taxes owed or owing by the Company or any of its Subsidiaries,
(b) any Indebtedness of the Company to any of its Subsidiaries or other
Affiliates, (c) any accounts payable or trade liabilities arising in the
ordinary course of business (including instruments evidencing such liabilities)
other than obligations in respect of bankers' acceptances and letters of credit
under the New Credit Facility, (d) any Indebtedness that is incurred in
violation of this Indenture, (e) Indebtedness which, when incurred and without
respect to any election under Section 1111(b) of Title 11, United States Code,
is without recourse to the Company, (f) any Indebtedness, guarantee or
obligation of the Company which is subordinate or junior in right of payment to
any other Indebtedness, guarantee or obligation of the Company, (g) Indebtedness
evidenced by the Notes and (h) Capital Stock of the Company.

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

         "Specified Agreements" means the Investors' Agreement and the Tax
Sharing Agreement.

         "Subordinated Indebtedness" means any Indebtedness of the Company or
any Guarantor which is expressly by its terms subordinated in right of payment
to the Notes or any Subsidiary Guarantee.

         "Subordinated Note Obligations" means all Obligations with respect to
the Notes, including, without limitation, principal, premium (if any) and
interest payable pursuant to the terms of the Notes and this Indenture
(including upon the acceleration or redemption thereof), together with and
including any amounts received or receivable upon the exercise of rights of
rescission or other rights of action (including claims for damages) or
otherwise.

         "Subsidiary" means, with respect to any Person, (i) any corporation,
association or other business entity of which more than 50% of the total voting
power of Voting Stock is at the time owned or controlled, directly or
indirectly, by such Person or one or more of the other Subsidiaries of that
Person


                                       14
<PAGE>   21
(or a combination thereof) and (ii) any partnership (a) the sole general partner
or the managing general partner of which is such Person or a Subsidiary of such
Person or (b) the only general partners of which are such Person or one or more
Subsidiaries of such Person (or any combination thereof); provided, however,
that the Accounts Receivable Subsidiary and its Subsidiaries shall not be deemed
Subsidiaries of the Company or any of its other Subsidiaries.

         "Subsidiary Guarantee" means any guarantee of the obligations of the
Company under this Indenture and the Notes by any Person in accordance with the
provisions of this Indenture pursuant to a supplemental indenture substantially
in the form attached hereto as Exhibit B.

         "Tax Sharing Agreement" means the tax sharing agreement, dated as of
August 7, 1997, between the Company and Holdings, as amended from time to time.

         "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. SectionSection
77aaa-77bbbb) as in effect on the date on which this Indenture is qualified
under the TIA.

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

         "Unrestricted Subsidiary" means any Subsidiary that is designated by
the Board of Directors as an Unrestricted Subsidiary pursuant to a Board
Resolution, but only to the extent that such Subsidiary: (i) has no Indebtedness
other than Non-Recourse Debt; (ii) is not party to any agreement, contract,
arrangement or understanding with the Company or any Restricted Subsidiary of
the Company unless the terms of any such agreement, contract, arrangement or
understanding are no less favorable to the Company or such Restricted Subsidiary
than those that might be obtained at the time from Persons who are not
Affiliates of the Company; (iii) is a Person with respect to which neither the
Company nor any of its Restricted Subsidiaries has any direct or indirect
obligation (a) to subscribe for additional Equity Interests or (b) to maintain
or preserve such Person's financial condition or to cause such Person to achieve
any specified levels, of operating results; and (iv) has not guaranteed or
otherwise directly or indirectly provided credit support for any Indebtedness of
the Company or any of its Restricted Subsidiaries. Any such designation by the
Board of Directors shall be evidenced to the Trustee by filing with the Trustee
a certified copy of the Board Resolution giving effect to such designation and
an Officers' Certificate certifying that such designation complied with the
foregoing conditions and was permitted by Section 4.11 hereof. If, at any time,
any Unrestricted Subsidiary would fail to meet the foregoing requirements as a
Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted
Subsidiary for purposes of this Indenture and any Indebtedness of such
Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of the
Company as of such date (and, if such Indebtedness is not permitted to be
incurred as of such date under Section 4.12 hereof, the Company shall be in
default of such covenant). The Board of Directors of the Company may at any time
designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided
that such designation shall be deemed to be an incurrence of Indebtedness by a
Restricted Subsidiary of the Company of any outstanding Indebtedness of such
Unrestricted Subsidiary and such designation shall only be permitted if (i) such
Indebtedness is permitted under Section 4.12 hereof and (ii) no Default or Event
of Default would be in existence following such designation.

         "Voting Stock" means any class or classes of Capital Stock pursuant to
which the holders thereof have the general voting power under ordinary
circumstances to elect at least a majority of the board of


                                       15
<PAGE>   22
directors, managers or trustees of any Person (irrespective of whether or not,
at the time, stock of any other class or classes shall have, or might have,
voting power by reason of the happening of any contingency).

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

         "Wholly Owned Restricted Subsidiary" of any Person means a Restricted
Subsidiary of such Person all 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 Restricted Subsidiaries
of such Person or by such Person and one or more Wholly Owned Restricted
Subsidiaries of such Person.

         "Wholly Owned Subsidiary" of any Person means a Subsidiary of such
Person all 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 or by
such Person and one or more Wholly Owned Subsidiaries of such Person.

SECTION 1.02. OTHER DEFINITIONS.

<TABLE>
<CAPTION>
Term                                                                  Defined in
                                                                       Section
<S>                                                                   <C> 
"Act"...........................................................         1.07
"Affiliate Transaction".........................................         4.13
"Asset Sale Offer"..............................................         3.09
"Change of Control Offer".......................................         4.09
"Change of Control Payment".....................................         4.09
"Change of Control Payment Date"................................         4.09
"Covenant Defeasance"...........................................         8.03
"distribution"..................................................        10.14
"Event of Default"..............................................         6.01
"Excess Proceeds"...............................................         4.10
"Financier".....................................................         4.19
"Guaranteed Debt"...............................................         4.15
"incur".........................................................         4.12
"Legal Defeasance"..............................................         8.02
"Offer Amount"..................................................         3.09
"Offer Period"..................................................         3.09
"Paying Agent"..................................................         2.03
"payment".......................................................        10.14
</TABLE>


                                       16
<PAGE>   23
<TABLE>
<S>                                                                   <C> 
"Payment Blockage Notice".......................................        10.03
"Payment Default"...............................................         6.01
"Permitted Debt"................................................         4.12
"Purchase Date..................................................         3.09
"Promissory Note"...............................................         4.19
"Registrar".....................................................         2.03
"Restricted Payments"...........................................         4.11
"Successor Company".............................................         5.01
</TABLE>


SECTION 1.03. INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.

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

                  The following TIA terms used in this Indenture have the
following meanings:

                  "indenture securities" means the Notes;

                  "indenture security Holder" means a Holder of a Note;

                  "indenture to be qualified" means this Indenture;

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

                  "obligor" on the Notes means the Company and any successor
obligors upon the Notes.

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

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

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


                                       17
<PAGE>   24
                  (6)      references to sections of or rules under the
                           Securities Act shall be deemed to include substitute,
                           replacement or successor sections or rules adopted by
                           the Commission from time to time.

SECTION 1.05. COMPLIANCE CERTIFICATES AND OPINIONS.

         Upon any application or request by the Company to the Trustee to take
any action under any provision of this Indenture, the Company shall furnish to
the Trustee an Officers' Certificate stating that all conditions precedent, if
any, provided for in this Indenture (including any covenant compliance with
which constitutes a condition precedent) relating to the proposed action have
been complied with and an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent, if any, have been complied with, except
that, in the case of any such application or request as to which the furnishing
of such documents is specifically required by any provision of this Indenture
relating to such particular application or request, no additional certificate or
opinion need be furnished.

         Every certificate or opinion (other than the certificates required by
Section 4.05(a) hereof) with respect to compliance with a condition or covenant
provided for in this Indenture shall comply with the provisions of TIA 314(e)
and shall include:

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

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

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

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

SECTION 1.06. FORM OF DOCUMENTS DELIVERED TO TRUSTEE.

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

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


                                       18
<PAGE>   25
of reasonable care should know, that the certificate or opinion or
representations with respect to such matters are erroneous.

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

SECTION 1.07. ACTS OF HOLDERS.

         (a)      Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or taken
by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this
Indenture and (subject to TIA Section 315) conclusive in favor of the Trustee
and the Company, if made in the manner provided in this Section.

         (b)      The fact and date of the execution by any Person of any such
instrument or writing may be proved in any reasonable manner that the Trustee
deems sufficient.

         (c)      The ownership of Notes shall be proved by a register kept by
the Registrar.

         (d)      If the Company shall solicit from the Holders any request,
demand, authorization, direction, notice, consent, waiver or other Act, the
Company may, at its option, by or pursuant to a Board Resolution, fix in advance
a record date for the determination of such Holders entitled to give such
request, demand, authorization, direction, notice, consent, waiver or other Act,
but the Company shall have no obligation to do so. Notwithstanding TIA Section
316(c), any such record date shall be the record date specified in or pursuant
to such Board Resolution, which shall be a date not more than 30 days prior to
the first solicitation of Holders generally in connection therewith and no later
than the date such solicitation is completed.

         If such a record date is fixed, such request, demand, authorization,
direction, notice, consent, waiver or other Act may be given before or after
such record date, but only the Holders of record at the close of business on
such record date shall be deemed to be Holders for the purposes of determining
whether Holders of the requisite proportion of Notes then outstanding have
authorized or agreed or consented to such request, demand, authorization,
direction, notice, consent, waiver or other Act, and for this purpose the Notes
then outstanding shall be computed as of such record date; provided that no such
request, demand, authorization, direction, notice, consent, waiver or other Act
by the Holders on such record date shall be deemed effective unless it shall
become effective pursuant to the provisions of this Indenture not later than six
months after the record date.

         (e)      Any request, demand, authorization, direction, notice,
consent, waiver or other Act by the Holder of any Note shall bind every future
Holder of the same Note or the Holder of every Note issued upon the registration
of transfer thereof or in exchange therefor or in lieu thereof, in respect of


                                       19
<PAGE>   26
anything done, suffered or omitted to be done by the Trustee, any Paying Agent
or the Company in reliance thereon, whether or not notation of such action is
made upon such Note.


                                    ARTICLE 2
                                    THE NOTES

SECTION 2.01. FORM AND DATING

         The Notes and the Trustee's certificate of authentication shall be
substantially in the form of Exhibit A hereto, the terms of which are
incorporated in and made a part of this Indenture. The Notes may have notations,
legends or endorsements approved as to form by the Company and required by law,
stock exchange rule, agreements to which the Company is subject, or usage. Each
Note shall be dated the date of its authentication. The Notes shall be issuable
in registered form, without coupons, and only in denominations of $1,000 and
integral multiples thereof.

SECTION 2.02. EXECUTION AND AUTHENTICATION.

         One Officer of the Company shall sign the Notes for the Company by
manual or facsimile signature. The Company's seal shall be reproduced on the
Notes and may be in facsimile form.

         If an Officer of the Company whose signature is on a Note no longer
holds that office at the time the Note is authenticated, the Note shall
nevertheless be valid.

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

         The Trustee shall, upon a written order of the Company signed by an
Officer of the Company, authenticate Notes for original issue up to an aggregate
principal amount stated in the Notes. The aggregate principal amount of Notes
outstanding at any time shall not exceed such amount except as provided in
Section 2.07 hereof.

         The Trustee may appoint an authenticating agent acceptable to the
Company to authenticate Notes. Unless limited by the terms of such appointment,
an authenticating agent may authenticate Notes whenever the Trustee may do so.
Each reference in this Indenture to authentication by the Trustee includes
authentication by such agent. An authenticating agent has the same rights as an
Agent to deal with the Company or an Affiliate of the Company.

SECTION 2.03. REGISTRAR AND PAYING AGENT.

         The Company shall maintain (i) an office or agency where Notes may be
presented for registration of transfer or for exchange (including any
co-registrar, the "Registrar") and (ii) an office or agency where Notes may be
presented for payment ("Paying Agent") within the City of and the State of New
York or, at the option of the Company, payment of interest may be made by check
mailed to the Holders at their respective addresses set forth in the register of
Holders; provided that all payments with respect to Notes represented by one or
more permanent global Notes will be paid by wire transfer of


                                       20
<PAGE>   27
immediately available funds to the account of the Depository Trust Company or
any successor thereto. The Registrar shall keep a register of the Notes and of
their transfer and exchange. The Company may appoint one or more co-Registrars
and one or more additional paying agents. The term "Paying Agent" includes any
additional paying agent. The Company may change any Paying Agent, Registrar or
co-Registrar without prior notice to any Holder. The Company shall notify the
Trustee in writing and the Trustee shall notify the Holders of the name and
address of any Agent not a party to this Indenture. The Company may act as
Paying Agent, Registrar or co-Registrar. The Company shall enter into an
appropriate agency agreement with any Agent not a party to this Indenture, which
shall be subject to any obligations imposed by the provisions 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, or fails to
give the foregoing notice, the Trustee shall act as such, and shall be entitled
to appropriate compensation in accordance with Section 7.07 hereof.

         The Company initially appoints the Trustee as Registrar, Paying Agent
and agent for service of notices and demands in connection with the Notes.

SECTION 2.04. PAYING AGENT TO HOLD MONEY IN TRUST.

         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
the Holders or the Trustee all money held by the Paying Agent for the payment of
principal of, premium, if any, and interest on the Notes, and shall notify the
Trustee of any Default by the Company in making any such payment. While any such
Default continues, the Trustee may require a Paying Agent to pay all money held
by it to the Trustee and to account for any funds disbursed. The Company at any
time may require a Paying Agent to pay all money held by it to the Trustee. Upon
payment over to the Trustee, the Paying Agent (if other than the Company) shall
have no further liability for the money delivered to the Trustee. If the Company
acts as Paying Agent, it shall segregate and hold in a separate trust fund for
the benefit of the Holders all money held by it as Paying Agent.

SECTION 2.05. LISTS OF HOLDERS OF THE NOTES.

         The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
Holders and shall otherwise comply with TIA Section 312(a). If the Trustee is
not the Registrar, the Company shall furnish to the Trustee at least seven (7)
Business Days before each interest payment date and at such other times as the
Trustee may request in writing a list in such form and as of such date as the
Trustee may reasonably require of the names and addresses of Holders, including
the aggregate principal amount of the Notes held by each thereof, and the
Company shall otherwise comply with TIA Section 312(a).

SECTION 2.06. TRANSFER AND EXCHANGE.

         When Notes are presented to the Registrar with a request to register
the transfer or to exchange them for an equal principal amount of Notes of other
denominations, the Registrar shall register the transfer or make the exchange if
its requirements for such transactions are met; provided, however, that any Note
presented or surrendered for registration of transfer or exchange shall be duly
endorsed or accompanied by a written instruction of transfer in form
satisfactory to the Registrar and the Trustee duly executed by the Holder
thereof or by his attorney duly authorized in writing. To permit registrations
of


                                       21
<PAGE>   28
transfer and exchanges, the Company shall issue and the Trustee shall
authenticate Notes at the Registrar's request, subject to such rules as the
Trustee may reasonably require.

         Neither the Company nor the Registrar shall be required to (i) issue,
register the transfer of or exchange Notes during a period beginning at the
opening of business on a Business Day fifteen (15) days before the day of any
selection of Notes for redemption or purchase under Section 3.01 hereof and
ending at the close of business on the day of selection, (ii) register the
transfer of or exchange any Note so selected for redemption in whole or in part,
except the unredeemed portion of any Note being redeemed in part or (iii)
register the transfer or exchange of a Note between a record date and the next
succeeding interest payment date.

         No service charge shall be made to any Holder for any registration of
transfer or exchange (except as otherwise expressly permitted herein), but the
Company may require payment of a sum sufficient to cover any transfer tax or
similar governmental charge payable in connection therewith (other than such
transfer tax or similar governmental charge payable upon exchanges pursuant to
Sections 2.10, 3.06 or 9.05 hereof, which shall be paid by the Company).

         Prior to due presentment to the Trustee for registration of the
transfer of any Note, the Trustee, any Agent and the Company may deem and treat
the Person in whose name any Note is registered as the absolute owner of such
Note for the purpose of receiving payment of principal of, premium, if any, and
interest on such Note and for all other purposes whatsoever, whether or not such
Note is overdue, and none of the Trustee, any Agent nor the Company shall be
affected by notice to the contrary.

SECTION 2.07. REPLACEMENT NOTES.

         If any mutilated Note is surrendered to the Trustee, or the Company and
the Trustee receive evidence to their satisfaction of the destruction, loss or
theft of any Note and the ownership thereof, the Company shall issue and the
Trustee, upon the written order of the Company signed by an Officer of the
Company, shall authenticate a replacement Note if the Trustee's requirements for
replacements of Notes are met. If required by the Trustee or the Company, an
indemnity bond must be supplied by the Holder that is sufficient in the
reasonable judgment of the Trustee and the Company to protect the Company, the
Trustee, each Agent and each authenticating agent from any loss which any of
them may suffer if a Note is replaced. The Company and the Trustee may charge
for its expenses in replacing a Note.

         Every replacement Note is an additional Obligation of the Company and
shall be entitled to all of the benefits of this Indenture equally and ratably
with all other Notes duly issued hereof.

SECTION 2.08. OUTSTANDING NOTES.

         The Notes outstanding at any time are all the Notes authenticated by
the Trustee except for those cancelled by it, those delivered to it for
cancellation and those described in this Section 2.08 as not outstanding. If a
Note is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding
unless the Trustee receives proof satisfactory to it that the replaced Note is
held by a bona fide purchaser. If the principal amount of any Note is considered
paid under Section 4.01 hereof, it ceases to be outstanding and interest on it
ceases to accrue. Subject to Section 2.09 hereof, a Note does not cease to be
outstanding because the Company or an Affiliate of the Company holds the Note.


                                       22
<PAGE>   29
SECTION 2.09. TREASURY NOTES.

         In determining whether the Holders of the required principal amount of
Notes have concurred in any direction, waiver or consent, Notes owned by the
Company or any Affiliate of the Company shall be considered as though not
outstanding, except that for purposes of determining whether the Trustee shall
be protected in relying on any such direction, waiver or consent, only Notes
which a Responsible Officer of the Trustee knows to be so owned shall be so
considered. Notwithstanding the foregoing, Notes that are to be acquired by the
Company or an Affiliate of the Company pursuant to an exchange offer, tender
offer or other agreement shall not be deemed to be owned by such entity until
legal title to such Notes passes to such entity.

SECTION 2.10. TEMPORARY NOTES.

         Until definitive Notes are ready for delivery, the Company may prepare
and upon the written order of the Company signed by an Officer of the Company
the Trustee shall authenticate temporary Notes. Temporary Notes shall be
substantially in the form of definitive Notes but may have variations that the
Company and the Trustee consider appropriate for temporary Notes. Without
unreasonable delay, the Company shall prepare and the Trustee, upon receipt of
the written order of the Company signed by an Officer of the Company, shall
authenticate definitive Notes in exchange for temporary Notes. Until such
exchange, temporary Notes shall be entitled to the same rights, benefits and
privileges as definitive Notes.

SECTION 2.11. CANCELLATION.

         The Company at any time may deliver Notes to the Trustee for
cancellation. The Registrar and Paying Agent shall forward to the Trustee any
Notes surrendered to them for registration of transfer, exchange or payment. The
Trustee shall cancel all Notes surrendered for registration of transfer,
exchange, payment, replacement or cancellation. Subject to Section 2.07 hereof,
the Company may not issue new Notes to replace Notes that it has redeemed or
paid or that have been delivered to the Trustee for cancellation. All cancelled
Notes held by the Trustee shall be destroyed and certification of their
destruction delivered to the Company, unless by a written order, signed by an
Officer of the Company, the Company shall direct that cancelled Notes be
returned to it.

SECTION 2.12. DEFAULTED INTEREST.

         If the Company defaults in a payment of interest on the Notes, the
Company shall pay the defaulted interest in any lawful manner plus, to the
extent lawful, interest payable on the defaulted interest, to the Persons who
are Holders on a subsequent special record date, which date shall be at the
earliest practicable date but in all events at least five (5) Business Days
prior to the payment date, in each case at the rate provided in the Notes and in
Section 4.01 hereof. The Company shall fix or cause to be fixed each such
special record date and payment date, and shall, promptly thereafter, notify the
Trustee of any such date. At least fifteen (15) days before the special record
date, the Company (or the Trustee, in the name of and at the expense of the
Company) shall mail to Holders, at their addresses as they appear on the
register of Notes maintained by the Registrar, a notice that states the special
record date, the related payment date and the amount of such interest to be
paid.


                                       23
<PAGE>   30
SECTION 2.13. RECORD DATE.

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

SECTION 2.14. CUSIP NUMBER.

         The Company in issuing the Notes may use a "CUSIP" number and, if it
does so, the Trustee shall use the CUSIP number in notices of redemption or
exchange as a convenience to Holders; provided that any such notice may state
that no representation is made as to the correctness or accuracy of the CUSIP
number printed in the notice or on the Notes and that reliance may be placed
only on the other identification numbers printed on the Notes. The Company will
promptly notify the Trustee of any change in the CUSIP number.

SECTION 2.15. COMPUTATION OF INTEREST.

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


                                    ARTICLE 3
                            REDEMPTION AND PREPAYMENT

SECTION 3.01. ELECTION TO REDEEM; NOTICE TO TRUSTEE.

         The election of the Company to redeem any Notes pursuant to Section
3.08 shall be evidenced by a Board Resolution. In case of any redemption at the
election of the Company, the Company shall, at least 45 but not more than 60
days prior to the redemption date fixed by it (unless a shorter notice period
shall be satisfactory to the Trustee for its convenience), notify the Trustee
pursuant to an Officers' Certificate of (i) such redemption date, (ii) the
principal amount of Notes to be redeemed and (iii) the clause of this Indenture
pursuant to which the redemption shall occur.

SECTION 3.02. SELECTION BY TRUSTEE OF NOTES TO BE REDEEMED.

         If less than all of the Notes are to be redeemed at any time, selection
of Notes for redemption will be made by the Trustee in compliance with the
requirements of the principal national securities exchange, if any, on which the
Notes are listed or, if the Notes are not so listed, on a pro rata basis, by lot
or by such other method as the Trustee deems fair and appropriate, provided that
no Notes with a principal amount of $1,000 or less shall be redeemed in part.

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

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


                                       24
<PAGE>   31
SECTION 3.03. NOTICE OF REDEMPTION.

         Subject to the provisions of Section 3.10 hereof, notice of redemption
shall be mailed by first class mail, postage prepaid, at least 30 but not more
than 60 days before the redemption date to each Holder of Notes to be redeemed
at its registered address. If any Note is to be redeemed in part only, the
notice of redemption that relates to such Note shall state the portion of the
principal amount thereof to be redeemed.

         All notices of redemption shall state:

                  (a)      the redemption date;

                  (b)      the redemption price;

                  (c)      if less than all Notes then outstanding are to be
                           redeemed, the identification (and, in the case of a
                           Note to be redeemed in part, the principal amount) of
                           the particular Notes to be redeemed;

                  (d)      that on the redemption date the redemption price will
                           become due and payable upon each such Note or portion
                           thereof, and that (unless the Company shall default
                           in payment of the redemption price) interest thereon
                           shall cease to accrue on or after said date;

                  (e)      the places or places where such Notes are to be
                           surrendered for payment of the redemption price;

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

                  (g)      the CUSIP number, if any, relating to such Notes, and

                  (h)      in the case of a Note to be redeemed in part, the
                           principal amount of such Note to be redeemed and that
                           after the redemption date upon surrender of such
                           Note, a new Note or Notes in the aggregate principal
                           amount equal to the unredeemed portion thereof will
                           be issued.

         Notice of redemption of Notes to be redeemed at the election of the
Company shall be given by the Company or, at its request, by the Trustee in the
name and at the expense of the Company.


                                       25
<PAGE>   32
SECTION 3.04. EFFECT OF NOTICE OF REDEMPTION.

         Once notice of redemption is mailed in accordance with Sections 3.03,
3.10 or 4.09 hereof, Notes called for redemption become irrevocably due and
payable on the redemption date at the redemption price. A notice of redemption
may not be conditional.

SECTION 3.05. DEPOSIT OF REDEMPTION PRICE.

         Prior to 11:00 a.m. on any redemption date, the Company shall deposit
with the Trustee or with a Paying Agent (or, if the Company is acting as its own
Paying Agent, segregate and hold in trust as provided in Section 4.03 hereof) an
amount of money in same day funds (or New York Clearing House funds if such
deposit is made prior to the applicable redemption date) sufficient to pay the
redemption price of, and accrued interest on, all the Notes or portions thereof
which are to be redeemed on that date.

SECTION 3.06. NOTES PAYABLE ON REDEMPTION DATE.

         Notice of redemption having been given as aforesaid, the Notes so to be
redeemed shall, on the redemption date, become due and payable at the redemption
price therein specified and from and after such date (unless the Company shall
default in the payment of the redemption price and accrued interest) such Notes
shall cease to bear interest. Upon surrender of any such Note for redemption in
accordance with said notice, such Note shall be paid by the Company at the
redemption price together with accrued interest to the redemption date.

         If any Note called for redemption shall not be so paid upon surrender
thereof for redemption, the principal thereof (and premium, if any, thereon)
shall, until paid, bear interest from the redemption date at the rate borne by
such Note.

SECTION 3.07. NOTES REDEEMED IN PART.

         Any Note which is to be redeemed only in part shall be surrendered at
the office or agency of the Company maintained for such purpose pursuant to
Section 4.02 hereof (with, if the Company, the Registrar or the Trustee so
requires, due endorsement by, or a written instrument of transfer in form
satisfactory to the Company, the Registrar or the Trustee duly executed by, the
Holder thereof or his attorney duly authorized in writing), and a new Note in
principal amount equal to the unpurchased or unredeemed portion will be issued
in the name of the Holder thereof upon cancellation of the original Note. On and
after the purchase or redemption date, unless the Company defaults in payment of
the purchase or redemption price, interest shall cease to accrue on Notes or
portions thereof purchased or called for redemption.

SECTION 3.08. OPTIONAL REDEMPTION.

         (a)      Except as described in this Section 3.08, the Notes will not
be redeemable at the Company's option prior to August 1, 2002. Thereafter, the
Notes will be subject to redemption at the option of the Company, in whole or in
part, upon not less than 30 nor more than 60 days' written notice, at the
redemption prices (expressed as percentages of principal amount) set forth
below, together with accrued and unpaid interest thereon to the applicable
redemption date, if redeemed during the


                                       26
<PAGE>   33
twelve-month period beginning on August 1 of each of the years indicated below:

<TABLE>
<CAPTION>
YEAR                                                                    Redemption
----                                                                      Price
                                                                        ----------

<S>                                                                     <C>     
2002...................................................................  104.875%
2003...................................................................  103.250%
2004...................................................................  101.625%
2005 and thereafter....................................................  100.000%
</TABLE>


         In addition, prior to August 1, 2000, the Company may, at its option,
on any one or more occasions, redeem up to 35% of the original aggregate
principal amount of Notes at a redemption price equal to 109.750% of the
principal amount thereof, plus accrued and unpaid interest thereon, to the
redemption date, with the net cash proceeds of one or more Equity Offerings by
(i) the Company or (ii) Holdings to the extent the net cash proceeds thereof are
contributed to the Company as a capital contribution to the common equity of the
Company; provided that at least 65% of the original aggregate principal amount
of Notes remains outstanding immediately after the occurrence of each such
redemption; and provided, further, that any such redemption shall occur within
90 days of the date of the closing of each such Equity Offering.

         (b)      Any redemption pursuant to this Section 3.08 shall be made
pursuant to the provisions of Sections 3.01 through 3.07 hereof.

SECTION 3.09. MANDATORY REDEMPTION.

         Except as set forth under Sections 4.09 and 4.10 hereof, the Company
shall not be required to make mandatory redemption or sinking fund payments with
respect to the Notes.

SECTION 3.10. OFFER TO PURCHASE BY APPLICATION OF EXCESS PROCEEDS.

         In the event that, pursuant to Section 4.10 hereof, the Company shall
be required to commence an offer to all Holders to purchase Notes (an "Asset
Sale Offer"), it shall follow the procedures specified below.

         The Asset Sale Offer shall remain open for a period of 20 Business Days
following its commencement and no longer, except to the extent that a longer
period is required by applicable law (the "Offer Period"). No later than five
Business Days after the termination of the Offer Period (the "Purchase Date"),
the Company shall purchase the principal amount of Notes required to be
purchased pursuant to Section 4.10 hereof (the "Offer Amount") or, if less than
the Offer Amount has been tendered, all Notes tendered in response to the Asset
Sale Offer.

         If the Purchase Date is on or after an interest payment record date and
on or before the related interest payment date, any accrued and unpaid interest
shall be paid to the Person in whose name a Note is registered at the close of
business on such record date, and no additional interest shall be payable to
Holders who tender Notes pursuant to the Asset Sale Offer.

         Upon the commencement of an Asset Sale Offer, the Company shall send,
by first class mail, a notice to the Trustee and each of the Holders, with a
copy to the Trustee. The notice shall contain all


                                       27
<PAGE>   34
instructions and materials necessary to enable such Holders to tender Notes
pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all
Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall
state:

         (a)      that the Asset Sale Offer is being made pursuant to this
                  Section 3.10 and Section 4.10 hereof and the length of time
                  the Asset Sale Offer shall remain open;

         (b)      the Offer Amount, the purchase price and the Purchase Date;

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

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

         (e)      that Holders electing to have a Note purchased pursuant to any
                  Asset Sale Offer shall be required to surrender the Note, with
                  the form entitled "Option of Holder to Elect Purchase" on the
                  reverse of the Note completed, or transfer by book-entry
                  transfer, to the Company, a depositary, if appointed by the
                  Company, or a Paying Agent at the address specified in the
                  notice not later than the third Business Day preceding the end
                  of the Offer Period;

         (f)      that Holders shall be entitled to withdraw their election if
                  the Company, the depositary or the Paying Agent, as the case
                  may be, receives, not later than the third Business Day
                  preceding the end of the Offer Period, a telegram, telex,
                  facsimile transmission or letter setting forth the name of the
                  Holder, the principal amount of the Note the Holder delivered
                  for purchase and a statement that such Holder is withdrawing
                  his election to have such Note purchased;

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

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

         On or before 12:00 p.m. (New York City time) on each Purchase Date, the
Company shall, irrevocably deposit with the Trustee or Paying Agent in
immediately available funds the aggregate purchase price with respect to a
principal amount of Notes equal to the Offer Amount, together with accrued and
unpaid interest thereon to the Purchase Date, to be held for payment in
accordance with the terms of this Section 3.10. On the Purchase Date, the
Company shall, to the extent lawful, (i) accept for payment, on a pro rata basis
to the extent necessary, the Offer Amount of Notes or portions thereof tendered
pursuant to the Asset Sale Offer, or if less than the Offer Amount has been
tendered, all Notes tendered, (ii) deliver or cause the Paying Agent or
depositary, as the case may be, to deliver to the Trustee Notes so accepted and
(iii) deliver to the Trustee an Officers' Certificate stating that such Notes or
portions thereof were accepted for payment by the Company in accordance with the
terms of this


                                       28
<PAGE>   35
Section 3.10. The Company, the depositary or the Paying Agent, as the case may
be, shall promptly (but in any case not later than three Business Days after the
Purchase Date) mail or deliver to each tendering Holder an amount equal to the
purchase price of the Notes tendered by such Holder and accepted by the Company
for purchase, plus any accrued and unpaid interest, thereon to the Purchase
Date, and the Company shall promptly issue a new Note, and the Trustee, upon
written request from the Company shall authenticate and mail or deliver such new
Note to such Holder, equal in principal amount to any unpurchased portion of the
Note surrendered. Any Note not so accepted shall be promptly mailed or delivered
by the Company to the Holder thereof. The Company shall send a notice to each
Holder stating the results of the Asset Sale Offer on the Purchase Date.

         Other than as specifically provided in this Section 3.10, any purchase
pursuant to this Section 3.10 shall be made pursuant to the provisions of
Sections 3.01 through 3.07 hereof.


                                    ARTICLE 4
                                    COVENANTS

SECTION 4.01. PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.

         The Company shall pay or cause to be paid the principal of, premium, if
any, and interest on the Notes on the dates and in the manner provided in the
Notes. Principal, premium, if any, and interest shall be considered paid on the
date due if the Paying Agent, if other than the Company or a Subsidiary thereof,
holds as of 11:00 a.m. Eastern Time on the due date money deposited by the
Company in immediately available funds and designated for and sufficient to pay
all principal, premium, if any, and interest then due.

         The Company shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal at the rate equal to
1% per annum in excess of the then applicable interest rate on the Notes to the
extent lawful; it shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue installments of interest
(without regard to any applicable grace period) at the same rate to the extent
lawful.

SECTION 4.02. MAINTENANCE OF OFFICE OR AGENCY.

         The Company will maintain, in The City of New York, an office or agency
where Notes may be presented or surrendered for payment, where Notes may be
surrendered for registration of transfer or exchange and where notices and
demands to or upon the Company in respect of the Notes and this Indenture may be
served. The Company will give prompt written notice to the Trustee of any change
in the location of any such office or agency. If at any time the Company shall
fail to maintain any such required office or agency or shall fail to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the Corporate Trust Office of the Trustee, and
the Company hereby appoints the Trustee as its agent to receive all such
presentations, surrenders, notices and demands.

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


                                       29
<PAGE>   36
or agency in The City of New York for such purposes. The Company will give
prompt written notice to the Trustee of any such designation or recession and
any change in the location of any such office or agency.

         The Company hereby designates the Corporate Trust Office of the Trustee
as one such office or agency of the Company in accordance with Section 2.03
hereof.

SECTION 4.03. MONEY FOR PAYMENTS TO BE HELD IN TRUST.

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

         Whenever the Company shall have one or more Paying Agents for the
Notes, it will, on or before each due date of the principal of, premium, if any,
or interest on any Notes, deposit with a Paying Agent a sum in same day funds
(or New York Clearing House funds if such deposit is made prior to the date on
which such deposit is required to be made) sufficient to pay the principal,
premium, if any, or interest so becoming due (or at the option of the Company,
payment of interest may be mailed by check to the Holders of the Notes at their
respective addresses set forth in the register of Holders of Notes; provided
that all payments with respect to Notes represented by one or more permanent
global Notes will be paid by wire transfer of immediately available funds to the
account of the Depository Trust Company or any successor thereto) such sum to be
held in trust for the benefit of the Persons entitled to such principal, premium
or interest and (unless such Paying Agent is the Trustee) the Company will
promptly notify the Trustee of such action or any failure so to act.

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

         (a)      hold all sums held by it for the payment of the principal of,
                  premium, if any, or interest on Notes in trust for the benefit
                  of the Persons entitled thereto until such sums shall be paid
                  to such Persons or otherwise disposed of as herein provided;

         (b)      give the Trustee notice of any default by the Company (or any
                  other obligor upon the Notes) in the making of any payment of
                  principal, premium, if any, or interest;

         (c)      at any time during the continuance of any such default, upon
                  the written request of the Trustee, forthwith pay to the
                  Trustee all sums so held in trust by such Paying Agent; and

         (d)      acknowledge, accept and agree to comply in all respects with
                  the provisions of this Indenture relating to the duties,
                  rights and obligations of such Paying Agent.

         The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
direct any Paying Agent to pay, to the Trustee all sums held in trust by the
Company or such Paying Agent, such sums to be held by the Trustee upon the same
trusts as those upon which such sums were held by the Company or such Paying
Agent; and, upon such


                                       30
<PAGE>   37
payment by any Paying Agent to the Trustee, such Paying Agent shall be released
from all further liability with respect to such money.

         Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of, premium, if any,
or interest on any Note and remaining unclaimed for two years after such
principal, premium, if any, or interest has become due and payable shall be paid
to the Company at the request of the Company or (if then held by the Company)
shall be discharged from such trust; and the Holder of such Note shall
thereafter, as an unsecured general creditor, look only to the Company for
payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Company as trustee
thereof, shall thereupon cease; provided, however, that the Trustee or such
Paying Agent, before being required to make any such repayment, shall at the
expense of the Company cause notice to be promptly sent to each Holder that such
money remains unclaimed and that, after a date specified therein, which shall
not be less than 30 days from the date of such notification any unclaimed
balance of such money then remaining will be repaid to the Company.

SECTION 4.04. REPORTS.

         Whether or not required by the rules and regulations of the Commission,
so long as any Notes are outstanding, the Company will furnish to the Trustee
and the Holders of Notes (i) all quarterly and annual financial information that
would be required to be contained in a filing with the Commission on Forms 10-Q
and 10-K if the Company were required to file such Forms, including a
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" that describes the financial condition and results of operations of
the Company and its Restricted Subsidiaries and, with respect to the annual
information only, a report thereon by the Company's certified independent
accountants and (ii) all current reports that would be required to be filed with
the Commission on Form 8-K if the Company were required to file such reports. In
addition whether or not required by the rules and regulations of the Commission,
the Company will file a copy of all such information and reports with the
Commission for public availability (unless the Commission will not accept such a
filing) and make such information available to securities analysts and
prospective investors upon request.

SECTION 4.05. STATEMENT AS TO COMPLIANCE; NOTICE OF DEFAULT.

         (a)      The Company shall deliver to the Trustee, within 90 days after
the end of each fiscal year ending after the date of this Indenture, an
Officers' Certificate stating whether, to such Officers' knowledge, the Company
is in compliance with all covenants and conditions to be complied with by it
under this Indenture (including with respect to any Restricted Payments made
during such year, the basis upon which the calculations required by Section 4.07
hereof were computed, which calculations may be based on the Company's latest
financial statements), and further stating, as to each Officer signing such
certificate, that to the best of his or her knowledge each entity is not in
default in the performance or observance of any terms, provisions and conditions
of this Indenture (or, if a Default or Event of Default shall have occurred,
describing all such Defaults or Events of Default of which he or she may have
knowledge and what action the Company is taking or proposes to take with respect
thereto) and that to the best of his or her knowledge no event has occurred and
remains in existence by reason of which payments on account of the principal of
or interest or premium, if any, on the Notes is prohibited or if such event has
occurred, a description of the event and what action the Company is taking or
proposes to take with respect thereto. For purposes of this Section 4.05, such
compliance shall be determined without regard to any period of grace or
requirement of notice under this Indenture.


                                       31
<PAGE>   38
         (b)      So long as not contrary to the then current recommendations of
the American Institute of Certified Public Accountants, the annual reports
delivered pursuant to Section 4.04(a) hereof shall be accompanied by a written
statement of the Company's independent public accountants (who shall be a firm
of established national reputation) that in making the examination necessary for
certification of such financial statements, nothing has come to their attention
that would lead them to believe that the Company has violated any provisions of
Article Four or Article Five hereof or, if any such violation has occurred,
specifying the nature and period of existence thereof, it being understood that
such accountants shall not be liable directly or indirectly to any Person for
any failure to obtain knowledge of any such violation.

         (c)      The Company shall, within five Business Days, upon becoming
aware of any Default or Event of Default or any default under any document,
instrument or agreement representing Indebtedness of the Company or any
Restricted Subsidiary, deliver to the Trustee an Officers' Certificate
specifying such Default or Event of Default.

SECTION 4.06. PAYMENT OF TAXES AND OTHER CLAIMS.

         The Company shall pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, (a) all material taxes, assessments and
governmental charges levied or imposed upon it or any Subsidiary or upon the
income, profits or property of the Company or any of its Subsidiaries and (b)
all material lawful claims for labor, materials and supplies, which, if unpaid,
might by law become a lien upon the property of the Company or any of its
Subsidiaries that could produce a material adverse effect on the consolidated
financial condition of the Company; provided, however, that the Company shall
not be required to pay or discharge or cause to be paid or discharged any such
tax, assessment, charge or claim whose amount, applicability or validity is
being contested in good faith by appropriate proceedings and in respect of which
appropriate reserves (in the good faith judgment of management of the Company)
are being maintained in accordance with GAAP.

SECTION 4.07. STAY, EXTENSION, USURY LAWS.

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

SECTION 4.08. CORPORATE EXISTENCE.

         Subject to Article Five hereof, the Company shall do or cause to be
done all things necessary to preserve and keep in full force and effect its
corporate existence and that of each Subsidiary of the Company and the corporate
rights (charter and statutory), corporate licenses and corporate franchises of
the Company and its Subsidiaries, except where a failure to do so, singly or in
the aggregate, is not likely to have a materially adverse effect upon the
business, assets, financial conditions or results of operations of the Company
and the Subsidiaries taken as a whole determined on a consolidated basis in
accordance with GAAP; provided that prior to the occurrence and continuance of
an Event of Default, the Company shall not be required to preserve any such
existence (except of the Company), right, license or franchise


                                       32
<PAGE>   39
if the Board of Directors of the Company shall determine and deliver to the
Trustee an Officers' Certificate to the effect that the preservation thereof is
no longer desirable in the conduct of the business of the Company or such
Subsidiary and that the loss thereof is not disadvantageous in any material
respect to the Holders.

SECTION 4.09. OFFER TO REPURCHASE UPON CHANGE OF CONTROL.

         (a)      Upon the occurrence of a Change of Control, each Holder of
Notes shall have the right to require the Company to repurchase all or any part
(equal to $1,000 or an integral multiple thereof) of such Holder's Notes
pursuant to the offer described below (the "Change of Control Offer") at an
offer price in cash equal to 101% of the aggregate principal amount thereof plus
accrued and unpaid interest thereon to the date of purchase (the "Change of
Control Payment").

         (b)      Within 30 days following any Change of Control, the Company
shall mail a notice to each Holder of Notes issued under this Indenture, with a
copy to the Trustee, with the following statements and/or information:


                  (1)      a Change of Control Offer is being made pursuant to
                           this Section 4.09 and that all Notes properly
                           tendered pursuant to such Change of Control Offer
                           will be accepted for payment;

                  (2)      the purchase price and the purchase date, which will
                           be no earlier than 30 days nor later than 60 days
                           from the date such notice is mailed, except as may be
                           otherwise required by applicable law (the "Change of
                           Control Payment Date");

                  (3)      any Note not properly tendered will remain
                           outstanding and continue to accrue interest;

                  (4)      unless the Company defaults in the payment of the
                           Change of Control Payment, all Notes accepted for
                           payment pursuant to the Change of Control Offer will
                           cease to accrue interest on the Change of Control
                           Payment Date;

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

                  (6)      Holders will be entitled to withdraw their tendered
                           Notes and their election to require the Company to
                           purchase such Notes, provided that the paying agent
                           receives, not later than the close of business on the
                           third Business Day preceding the Change of Control
                           Payment Date, a telegram, telex, facsimile
                           transmission or letter setting forth the name of the
                           Holder, the principal amount of Notes tendered for
                           purchase, and a statement that such Holder is
                           withdrawing his tendered Notes and his election to
                           have such Notes purchased; and


                                       33
<PAGE>   40
                  (7)      that Holders whose Notes are being purchased only in
                           part will be issued new Notes equal in principal
                           amount to the unpurchased portion of the Notes
                           surrendered, which unpurchased portion must be equal
                           to $1,000 in principal amount or an integral multiple
                           thereof.

         (c)      Prior to complying with the provisions of this Section 4.09,
but in any event within 30 days following a Change of Control, the Company shall
either repay all outstanding Senior Debt, or offer to repay in full all
outstanding Senior Debt and repay the Senior Debt with respect to which such
offer has been accepted, or obtain the requisite consents, if any, under all
outstanding Senior Debt to permit the repurchase of the Notes required by this
Section 4.09.

         (d)      The Company shall comply with the requirements of Rule 14e-1
under the Exchange Act and any other securities laws and regulations thereunder
to the extent such laws or regulations are applicable in connection with the
repurchase of the Notes pursuant to a Change of Control 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 will not be deemed to have breached its
obligations described in this Indenture by virtue thereof.

         (e)      On the Change of Control Payment Date, the Company shall, to
the extent lawful, (i) accept for payment all Notes or portions thereof properly
tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying
Agent an amount equal to the Change of Control Payment in respect of all Notes
or portions thereof so tendered and (iii) deliver or cause to be delivered to
the Trustee the Notes so accepted together with an Officers' Certificate stating
the aggregate principal amount of Notes or portions thereof being purchased by
the Company. The Paying Agent shall promptly mail to each Holder of Notes so
tendered the Change of Control Payment for such Notes, and the Trustee shall
promptly authenticate and mail (or cause to be transferred by book entry) to
each Holder a new Note equal in principal amount to any unpurchased portion of
the Notes surrendered, if any; provided that each such new Note will be in a
principal amount of $1,000 or an integral multiple thereof. The Company shall
publicly announce the results of the Change of Control Offer on or as soon as
practicable after the Change of Control Payment Date.

         (f)      The Change of Control provisions described in this Section
4.09 will be applicable whether or not any other provisions of this Indenture
are applicable.

SECTION 4.10. ASSET SALES.

         The Company will not, and will not permit any of its Restricted
Subsidiaries to, engage in an Asset Sale unless (i) the Company (or the
Restricted Subsidiary, as the case may be) receives consideration at the time of
such Asset Sale at least equal to the fair market value (evidenced by a Board
Resolution set forth in an Officers' Certificate delivered to the Trustee) of
the assets or Equity Interests issued or sold or otherwise disposed of and (ii)
at least 75% of the consideration therefor received by the Company or such
Restricted Subsidiary is in the form of (I) cash or Cash Equivalents or (II)
property or assets that are used or useful in a Permitted Business, or Capital
Stock of any Person primarily engaged in a Permitted Business if, as a result of
the acquisition by the Company or any Restricted Subsidiary thereof, such Person
becomes a Restricted Subsidiary; provided that the amount of (x) 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 contingent liabilities and liabilities of the Company that are by
their terms subordinated to the Notes or any guarantee thereof) that


                                       34
<PAGE>   41
are assumed by the transferee of any such assets pursuant to a customary
novation agreement that releases the Company or such Restricted Subsidiary from
further liability and (y) any notes or other obligations received by the Company
or any such Restricted Subsidiary from such transferee that are converted by the
Company or such Restricted Subsidiary into cash or Cash Equivalents (to the
extent of the cash or Cash Equivalents received) within 180 days following the
closing of such Asset Sale, will be deemed to be cash for purposes of this
provision; provided further, that the 75% limitation referred to above shall not
apply to any sale, transfer or other disposition of assets in which the cash
portion of the consideration received therefor, determined in accordance with
the foregoing proviso, is equal to or greater than what the after-tax net
proceeds would have been had such transaction complied with the aforementioned
75% limitation.

         Within 365 days after the Company's or any Restricted Subsidiary's
receipt of any Net Proceeds from an Asset Sale, the Company or such Restricted
Subsidiary shall apply such Net Proceeds (a) to permanently reduce Indebtedness
under Senior Debt or Guarantor Senior Debt (and to correspondingly reduce
commitments with respect thereto), to permanently reduce Indebtedness of a
Restricted Subsidiary that is not a Guarantor or Pari Passu Indebtedness
(provided that if the Company shall so repay Pari Passu Indebtedness, it will
equally and ratably reduce Indebtedness under the Notes if the Notes are then
redeemable or, if the Notes may not be then redeemed, the Company shall make an
offer pursuant to Section 3.10 hereof to purchase at 100% of the principal
amount thereof the amount of Notes that would otherwise be redeemed or (b) to an
investment in property, capital expenditures or assets that are used or useful
in a Permitted Business, or Capital Stock of any Person primarily engaged in a
Permitted Business if, as a result of the acquisition by the Company or any
Restricted Subsidiary thereof, such Person becomes a Restricted Subsidiary. Any
Net Proceeds from Asset Sales that are not applied or invested as provided in
the preceding sentence of this paragraph will be deemed to constitute "Excess
Proceeds." When the aggregate amount of Excess Proceeds exceeds $15.0 million,
the Company shall be required to make an Asset Sale Offer to purchase the
maximum principal amount of Notes 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 thereon to the date of purchase,
in accordance with the procedures set forth in Section 3.10 hereof. To the
extent that the aggregate amount of Notes 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
Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds, the
Trustee shall select the Notes to be purchased on a pro rata basis. Upon
completion of such Asset Sale Offer, the amount of Excess Proceeds shall be
reset at zero.

         The Company shall comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and regulations are applicable in connection with the
repurchase of the Notes 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 relating to such Asset Sale Offer, the Company will 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 4.11. LIMITATION ON RESTRICTED PAYMENTS

         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 other payment or distribution on account of any Equity Interests of the
Company or any of its Restricted Subsidiaries (other than dividends or
distributions payable in Equity Interests (other than Disqualified Stock) of the
Company or dividends or distributions


                                       35
<PAGE>   42
payable to the Company or any Wholly Owned Restricted Subsidiary); (ii)
purchase, redeem or otherwise acquire or retire for value any Equity Interests
of the Company, any of its Restricted Subsidiaries or any other Affiliate of the
Company (other than any such Equity Interests owned by the Company or any
Restricted Subsidiary of the Company); (iii) make any principal payment on, or
purchase, redeem, defease or otherwise acquire or retire for value any
Indebtedness of the Company that is subordinated in right of payment to the
Notes, except in accordance with the scheduled mandatory redemption or repayment
provisions set forth in the original documentation governing such Indebtedness
(but not pursuant to any mandatory offer to repurchase upon the occurrence of
any event); 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:

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

         (b)      immediately after giving effect to such transaction on a pro
forma basis, the Company would have been permitted to incur at least $1.00 of
additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set
forth in the first paragraph of Section 4.12 hereof, and

         (c)      such Restricted Payment, together with the aggregate of all
other Restricted Payments made by the Company and its Restricted Subsidiaries
after the date of this Indenture (excluding Restricted Payments permitted by
clauses (i) (to the extent that the declaration of any dividend referred to
therein reduces amounts available for Restricted Payments pursuant to this
clause (c)), (ii), (iii), (v), (vi), (vii), (viii), (x), (xi), (xii), (xv),
(xvii) and (xviii) of the next succeeding paragraph), is less than the sum of
(1) 50% of the Adjusted Consolidated Net Income of the Company for the period
(taken as one accounting period) from the beginning of the first calendar month
commencing after the date of this Indenture 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, if such Adjusted
Consolidated Net Income for such period is a deficit, minus 100% of such
deficit), plus (2) 100% of the Qualified Proceeds received by the Company since
the date of this Indenture from contributions to the Company's capital or the
issue or sale since the date of the this Indenture of Equity Interests of the
Company or of convertible debt securities of the Company that have been
converted into such Equity Interests (other than Equity Interests (or
convertible debt securities) sold to a Subsidiary of the Company and other than
Designated Preferred Stock, Disqualified Stock or convertible debt securities
that have been converted into Disqualified Stock), plus (3) the amount equal to
the net reduction in Investments in Persons after the date of this Indenture who
are not Restricted Subsidiaries (other than Permitted Investments) resulting
from (x) Qualified Proceeds received as a dividend, repayment of a loan or
advance or other transfer of assets (valued at the fair market value thereof) to
the Company or any Restricted Subsidiary from such Persons, (y) Qualified
Proceeds received upon the sale or liquidation of such Investment and (z) the
redesignation of Unrestricted Subsidiaries (other than any Unrestricted
Subsidiary designated as such pursuant to clause (ix) or (xvi) of the following
paragraph) whose assets are used or useful in, or which is engaged in, one or
more Permitted Businesses as Restricted Subsidiaries (valued (proportionate to
the Company's equity interest in such Subsidiary) at the fair market value of
the net assets of such Subsidiary at the time of such redesignation) not to
exceed, in the case of clauses (x), (y) and (z), the amount of Investments
previously made by the Company or any Restricted Subsidiary in such Person,
which amount was a Restricted Payment, plus (4) all cash payments received after
the date of this Indenture by the Company from Holdings with respect to the
Intercompany Note; provided that no proceeds received by the Company from the
issue or sale of any Equity Interests of the Company will be counted in
determining the amount available for Restricted Payments under this clause (c)
to the extent such proceeds


                                       36
<PAGE>   43
were used to redeem, repurchase, retire or acquire any Equity Interests or
Subordinated Indebtedness of the Company pursuant to clauses (ii) and (iv) of
the next succeeding paragraph.

         The foregoing provisions shall not prohibit:

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

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

                  (iii)    the defeasance, redemption, repurchase or other
         acquisition of Subordinated Indebtedness with the net proceeds from an
         incurrence of Permitted Refinancing Indebtedness;

                  (iv)     the repurchase, redemption or other acquisition or
         retirement for value of any Equity Interests of the Company or Holdings
         held by any member of the Company's or any of the Company's Restricted
         Subsidiaries' management pursuant to any management equity subscription
         agreement or stock option agreement and any dividend to Holdings to
         fund any such repurchase, redemption or acquisition; provided that (A)
         the aggregate price paid for all such repurchased, redeemed, acquired
         or retired Equity Interests shall not exceed (I) $5.0 million in any
         calendar year (with unused amounts in any calendar year being carried
         over to succeeding calendar years subject to a maximum (without giving
         effect to the following clause (II)) of $10.0 million in any calendar
         year) plus (II) the aggregate cash proceeds received by the Company
         during such calendar year from any reissuance of Equity Interests by
         Holdings or the Company to members of management of the Company and its
         Restricted Subsidiaries and (B) no Default or Event of Default shall
         have occurred and be continuing immediately after such transaction;
         provided further that the aggregate cash proceeds referred to in clause
         (II) above shall be excluded from clause (c)(2) of the preceding
         paragraph;

                  (v)      the payment of dividends or the making of loans or
         advances by the Company to Holdings not to exceed $2.0 million in any
         fiscal year for costs and expenses incurred by Holdings in its capacity
         as a holding company or for services rendered by Holdings on behalf of
         the Company;

                  (vi)     the payment of dividends by a Restricted Subsidiary
         on any class of common stock of such Restricted Subsidiary if (A) such
         dividend is paid pro rata to all holders of such class of common stock
         and (B) at least 51% of such class of common stock is held by the
         Company or one or more of its Restricted Subsidiaries;

                  (vii)    the repurchase of any class of common stock of a
         Restricted Subsidiary if (A) such repurchase is made pro rata with
         respect to such class of common stock and (B) at least 51% of such
         class of common stock is held by the Company or one or more of its
         Restricted Subsidiaries;


                                       37
<PAGE>   44
                  (viii)   payments to Holdings (A) pursuant to the Tax Sharing
         Agreement as in effect on the date of this Indenture and (B) pursuant
         to the Tax Sharing Agreement as amended from time to time; provided
         however; that in no event shall the amount permitted to be paid
         pursuant to this clause (viii) (B) exceed the amount the Company would
         be required to pay for income taxes were it to file a consolidated tax
         return for itself and its consolidated Restricted Subsidiaries;

                  (ix)     any other Restricted Investment made in a Permitted
         Business which, together with all other Restricted Investments made
         pursuant to this clause (ix) since the date of this Indenture, does not
         exceed $30.0 million (in each case, after giving effect to all
         subsequent reductions in the amount of any Restricted Investment made
         pursuant to this clause (ix), either as a result of (A) the repayment
         or disposition thereof for cash or (B) as a result of the redesignation
         of an Unrestricted Subsidiary as a Restricted Subsidiary (valued
         proportionate to the Company's equity interest in such Subsidiary at
         the time of such redesignation) at the fair market value of the net
         assets of such Subsidiary at the time of such redesignation), in the
         case of clause (A) and (B), not to exceed the amount of such Restricted
         Investment previously made pursuant to this clause (ix); provided that
         no Default or Event of Default shall have occurred and be continuing
         immediately after making such Restricted Investment;

                  (x)      the declaration and payment of dividends to holders
         of any class or series of Disqualified Stock of the Company or any
         Guarantor issued after the date of this Indenture in accordance with
         the covenant described in Section 4.14 hereof; provided that no Default
         or Event of Default shall have occurred and be continuing immediately
         after such declaration or payment;

                  (xi)     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;

                  (xii)    (A) payments made by the Company in respect of
         statutory appraisal rights (and any settlement thereof) and (B)
         payments made by the Company to fund the cash consideration payable in
         the Merger (including pursuant to statutory appraisal rights and any
         settlement thereof) to security holders of Holdings (including without
         limitation, the Cash Merger Consideration, the Option Cash Proceeds and
         the Warrant Cash Proceeds (each as defined in the Registration
         Statement)) and fees and expenses of the Company and Holdings in
         connection with the Merger and (C) dividends to Holdings for any such
         payments referred to in clause (B);

                  (xiii)   a Restricted Payment to pay for the repurchase,
         retirement or other acquisition or retirement for value of Equity
         Interests of Holdings outstanding on the date of this Indenture and
         which are not held by the Principals or any member of management of
         Holdings or any Subsidiary of Holdings on the date of this Indenture
         (including any Equity Interests issued in respect of such Equity
         Interests as a result of a stock split, recapitalization, merger,
         combination, consolidation or otherwise, but excluding any Equity
         Interests issued pursuant to any management equity plan or stock option
         plan or similar agreement), provided that the aggregate Restricted
         Payments made under this clause (xiii) shall not exceed $40.0 million,
         provided further that prior to the first anniversary of the
         consummation of the Merger, the aggregate amount of Restricted Payments
         made under this clause (xiii) shall not exceed $20.0 million, provided
         further that notwithstanding the foregoing proviso, the Company shall
         be permitted to make Restricted Payments under this clause (xiii) only
         if after giving effect thereto, the Company would be permitted to incur
         at least $1.00 of additional Indebtedness pursuant to the Fixed Charge
         Coverage Ratio test set forth in the first paragraph of Section 4.12
         hereof; provided that no


                                       38
<PAGE>   45
         Default or Event of Default shall have occurred and be continuing
         immediately after making such Restricted Payment;

                  (xiv)    the payment of dividends on the Company's common
         stock, following the first public offering of the Company's or
         Holdings' common stock after the date of this Indenture, of up to 6.0%
         per annum of (A) the net proceeds received by the Company from such
         public offering of its common stock or (B) the net proceeds received by
         the Company from such public offering of Holdings' common stock as
         common equity or preferred equity (other than Disqualified Stock),
         other than, in each case, with respect to public offerings with respect
         to the Company's or Holdings' common stock registered on Form S-8;
         provided that no Default or Event of Default shall have occurred and be
         continuing immediately after any such payment of dividends;

                  (xv)     the declaration and payment of dividends to holders
         of any class or series of Designated Preferred Stock issued after the
         date of this Indenture; provided, however, immediately after the date
         of issuance of such Designated Preferred Stock, after giving effect to
         such issuance on a pro forma basis, the Company would have been
         permitted to incur at least $1.00 of additional Indebtedness pursuant
         to the Fixed Charge Coverage Ratio test set forth in the first
         paragraph of Section 4.12 hereof.

                  (xvi)    any other Restricted Payment which, together with all
         other Restricted Payments made pursuant to this clause (xvi) since the
         date of this Indenture, does not exceed $20.0 million (in each case,
         after giving effect to all subsequent reductions in the amount of any
         Restricted Investment made pursuant to this clause (xvi) either as a
         result of (A) the repayment or disposition thereof for cash or (B) the
         redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary
         (valued proportionate to the Company's equity interest in such
         Subsidiary at the time of such redesignation) at the fair market value
         of the net assets of such Subsidiary at the time of such
         redesignation), in the case of clause (A) and (B), not to exceed the
         amount of such Restricted Investment previously made pursuant to this
         clause (xvi); provided that no Default or Event of Default shall have
         occurred and be continuing immediately after making such Restricted
         Payment;

                  (xvii)   the pledge by the Company of the Capital Stock of an
         Unrestricted Subsidiary of the Company to secure Non-Recourse Debt of
         such Unrestricted Subsidiary; and

                  (xviii)  distributions or payments of Receivables Fees.

         The Board of Directors may designate any Restricted Subsidiary to be an
Unrestricted Subsidiary if such designation would not cause a Default. For
purposes of making such designation, all outstanding Investments by the Company
and its Restricted Subsidiaries (except to the extent repaid in cash) in the
Subsidiary so designated will be deemed to be Restricted Payments at the time of
such designation and will reduce the amount available for Restricted Payments
under the first paragraph of this Section 4.11. All such outstanding Investments
will be deemed to constitute Restricted Investments in an amount equal to the
greater of (i) the net book value of such Investments at the time of such
designation and (ii) the fair market value of such Investments at the time of
such designation. Such designation will only be permitted if such Restricted
Investment would be permitted at such time and if such Restricted Subsidiary
otherwise meets the definition of an Unrestricted Subsidiary.

         The amount of (i) all Restricted Payments (other than restricted
Payments made in cash) shall be the fair market value on the date of the
Restricted Payment of the asset(s) or securities proposed to be transferred or
issued by the Company or such Restricted Subsidiary, as the case may be,
pursuant to the Restricted Payment and (ii) Qualified Proceeds (other than cash)
shall be the fair market value on the date


                                       39
<PAGE>   46
of receipt thereof by the Company of such Qualified Proceeds. The fair market
value of any non-cash Restricted Payment and Qualified Proceeds shall be
determined by the Board of Directors whose resolution with respect thereto shall
be delivered to the Trustee, such determination to be based upon an opinion or
appraisal issued by an accounting, appraisal or investment banking firm of
national standing if such fair market value exceeds $20.0 million. Not later
than the date of making any Restricted Payment, the Company shall deliver to the
Trustee and Officers' Certificate stating that such Restricted Payment is
permitted and setting forth the basis upon which the calculations required by
this Section 4.11 were computed, which calculations shall be based upon the
Company's latest available financial statements.

SECTION 4.12. LIMITATION ON INCURRENCE OF INDEBTEDNESS AND ISSUANCE OF PREFERRED
STOCK.

         (i) The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee
or otherwise become, directly or indirectly liable, contingently or otherwise,
with respect to (collectively, "incur") any Indebtedness (including Acquired
Debt), (ii) that neither the Company nor any Guarantor will issue any
Disqualified Stock and (iii) the Company will not permit any of the Company's
Restricted Subsidiaries that are not Guarantors to issue any shares of preferred
stock; provided, however, that the Company and any Guarantor may incur
Indebtedness (including Acquired Debt) or issue shares of Disqualified Stock, if
the Company's Fixed Charge Coverage Ratio for the Company's most recently ended
four fiscal quarters for which internal financial statements are available
immediately preceding the date on which such additional Indebtedness is incurred
or such Disqualified 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 had been issued, as the case may be, at the beginning of such
four-quarter period.

         The foregoing provisions will not apply to (collectively, "Permitted
Debt"):

                  (i)      the incurrence by the Company and the Guarantors of
         Indebtedness under the New Credit Facility; provided that the aggregate
         principal amount of all Indebtedness (with letters of credit and
         bankers' acceptances being deemed to have a principal amount equal to
         the maximum amount thereunder available to be drawn) outstanding under
         the New Credit Facility after giving effect to such incurrence does not
         exceed an amount equal to $625.0 million;

                  (ii)     the incurrence by the Company and any Guarantor of
         Indebtedness represented by the Notes and the Subsidiary Guarantees;

                  (iii)    the incurrence by the Company or any of its
         Restricted Subsidiaries of Indebtedness represented by Capital Lease
         Obligations, mortgage financings or purchase money obligations, in each
         case, incurred for the purpose of financing all or any part of the
         purchase price or cost of construction or improvement of property used
         in the business of the Company or such Restricted Subsidiary, in
         aggregate principal amount not to exceed $25.0 million at any time
         outstanding;

                  (iv)     Existing Indebtedness;

                  (v)      the incurrence by the Company or any of its
         Restricted Subsidiaries of Permitted Refinancing Indebtedness in
         exchange for, or the net proceeds of which are used to extend,
         refinance, renew, replace, defease or refund, Indebtedness that was
         permitted by this Indenture;

                  (vi)     Indebtedness of the Company to a Restricted
         Subsidiary; provided that any such Indebtedness is made pursuant to an
         intercompany note and is subordinated in right of payment


                                       40
<PAGE>   47
         to the Notes; provided further that any subsequent issuance or transfer
         of any Capital Stock or other event which results in any such
         Restricted Subsidiary ceasing to be a Restricted Subsidiary or any
         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;

                  (vii)    Indebtedness of a Restricted Subsidiary to the
         Company or another Restricted Subsidiary; provided that (i) any such
         Indebtedness is made pursuant to an intercompany note and (ii) 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 Subsidiary Guarantee of such Guarantor; provided further that
         any subsequent issuance or transfer of any Capital Stock of any
         Restricted Subsidiary to whom such Indebtedness is owed or any other
         event which results in any such Restricted Subsidiary ceasing to be a
         Restricted Subsidiary or any 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)   the incurrence by the Company or any of its
         Restricted Subsidiaries of Hedging Obligations that are incurred for
         the purpose of fixing or hedging (a) interest rate risk with respect to
         any floating rate Indebtedness of such Person that is permitted by the
         terms of this Indenture to be outstanding or (b) exchange rate risk
         with respect to agreements or Indebtedness of such Person payable
         denominated in a currency other than U.S. dollars; provided that such
         agreements do not increase the Indebtedness of the obligor outstanding
         at any time other than as a result of fluctuations in foreign currency
         exchange rates or interest rates or by reason of fees, indemnities and
         compensation payable thereunder;

                  (ix)     the incurrence by the Company or any of its
         Restricted Subsidiaries of Acquired Debt in an aggregate principal
         amount at any time outstanding not to exceed $25.0 million;

                  (x)      the incurrence by the Company of Indebtedness (in
         addition to Indebtedness permitted by any other clause of this
         paragraph) in an aggregate principal amount at any time outstanding not
         to exceed the sum of $35.0 million;

                  (xi)     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 or
         assumed in connection with the disposition of any business, assets or a
         Restricted Subsidiary, other than guarantees of Indebtedness incurred
         by any Person acquiring all or any portion of such business, assets or
         a Restricted Subsidiary for the purpose of financing such acquisition;
         provided, however, that (i) such Indebtedness is not reflected on the
         balance sheet of the Company or any Restricted Subsidiary (contingent
         obligations referred to in a footnote to financial statements and not
         otherwise reflected on the balance sheet will not be deemed to be
         reflected on such balance sheet for purposes of this clause (i)) and
         (ii) the maximum assumable liability in respect of all such
         Indebtedness shall at no time exceed the gross proceeds including
         noncash proceeds (the fair market value of such noncash proceeds being
         measured at the time received and without giving effect to any
         subsequent changes in value) actually received by the Company and its
         Restricted Subsidiaries in connection with such disposition;

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

                  (xiii)   any guarantee by a Restricted Subsidiary of the
         Company of Senior Debt or Pari Passu Indebtedness of the Company that
         was permitted to be incurred under this Indenture; provided that, prior
         to or concurrently with the issuance of such guarantee such Restricted
         Subsidiary complies with the terms described in Section 4.15 hereof.


                                       41
<PAGE>   48
         For purposes of determining compliance with this Section 4.12, in the
event that an item of Indebtedness meets the criteria of more than one of the
categories of Permitted Debt described in clauses (i) through (xiii) above or is
entitled to be incurred pursuant to the first paragraph of this covenant, the
Company shall, in its sole discretion, classify 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 or pursuant
to the first paragraph hereof. Accrual of interest and the accretion of accreted
value will not be deemed to be an incurrence of Indebtedness for purposes of
this covenant.

SECTION 4.13. TRANSACTIONS WITH AFFILIATES

         The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise
dispose of any of its properties or assets to, or purchase any property or
assets from, or enter into or make or amend any transaction, contract,
agreement, understanding, loan, advance or guarantee with or for the benefit of,
any Affiliate (each of the foregoing, an "Affiliate Transaction"), unless (i)
such Affiliate Transaction is on terms that are no less favorable to the Company
or such Restricted Subsidiary than those that would have been obtained in a
comparable transaction by the Company or such Restricted Subsidiary with an
unrelated Person and (ii) if such Affiliate Transaction involves aggregate
payments in excess of $5.0 million, the Company delivers to the Trustee either
(x) a resolution of the Board of Directors of the Company set forth in an
Officers' Certificate certifying that such Affiliate Transaction complies with
clause (i) above and such Affiliate Transaction is approved by a majority of the
members of the Board of Directors of the Company or (y) an opinion as to the
fairness to the Holders of the Notes of such Affiliate Transaction from a
financial point of view issued by an accounting, appraisal or investment banking
firm of national standing; provided, however, that (a) any employment agreement
entered into by the Company or any of its Restricted Subsidiaries in the
ordinary course of business and consistent with the past practice of the Company
or such Restricted Subsidiary, (b) transactions between or among the Company
and/or its Restricted Subsidiaries, (c) transactions between the Company or its
Restricted Subsidiaries on the one hand, and the Underwriter or its Affiliates
on the other hand, involving the provision of financial, consulting or
underwriting services by the Underwriter or its Affiliates, provided that the
fees payable to the Underwriter or its Affiliates do not exceed the usual and
customary fees of the Underwriter and its Affiliates for similar services, (d)
transactions in accordance with the Specified Agreements, as amended; provided
that no such amendment contains any provisions that are materially adverse to
the Holders of the Notes, (e) payment of employee benefits, including bonuses,
retirement plans and stock options, in the ordinary course of business,
consistent with past practice, (f) the payment of reasonable and customary fees
to, and indemnity provided on behalf of, officers, directors, employees or
consultants of the Company or any Restricted Subsidiary; (g) Restricted Payments
permitted by the provisions of clauses (i), (iv), (v), (vi), (vii), (viii),
(xi), (xii) and (xvii) of the second paragraph of Section 4.11 hereof, (h)
payments and transactions in connection with the Merger and the application of
the net proceeds from the Offering, including the payment of any fees and
expenses with respect thereto, (i) transactions pursuant to the Intercompany
Note and any forgiveness of Indebtedness thereunder, (j) transactions permitted
by the provisions of Section 4.19 hereof and (k) transactions pursuant to the
Management Loans, in each case, shall not be deemed Affiliate Transactions.

SECTION 4.14. 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 encumbrance or restriction on the ability of any
Restricted Subsidiary to: (i) (a) 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 (b) pay any Indebtedness owed to the Company or any of its Restricted
Subsidiaries; (ii) make loans or advances to the Company or any of its
Restricted Subsidiaries; or (iii) transfer any of its properties or assets to
the Company or any of its Restricted


                                       42
<PAGE>   49
Subsidiaries, except for such encumbrances or restrictions existing under or by
reason of (a) Existing Indebtedness, as in effect on the date of this Indenture;
(b) the New Credit Facility and any amendments, modifications, restatements,
renewals, increases, supplements, refundings, replacements or refinancings
thereof; provided that such amendments, modifications, restatements, renewals,
increases, supplements, refundings, replacement or refinancings are no more
restrictive with respect to such dividend and other payment restrictions in the
aggregate than those contained in the New Credit Facility, as in effect on the
date of this Indenture; (c) this Indenture and the Notes; (d) applicable law or
any applicable rule, regulation or order; (e) any agreement or other instrument
of a Person acquired by the Company or any of its Restricted Subsidiaries, as in
effect at the time of such acquisition (but not created in contemplation of such
acquisition), which encumbrance or restriction is not applicable to any Person,
or the properties or assets of any Person, other than the Person, or the
property or assets of the Person, so acquired; (f) customary non-assignment
provisions in leases entered into in the ordinary course of business and
consistent with past practices; (g) purchase money obligations for property
acquired in the ordinary course of business that impose restrictions of the
nature described in clause (iii) above on the property so acquired; (h)
contracts for the sale of assets, including, without limitation, customary
restrictions with respect to a Subsidiary pursuant to an agreement that has been
entered into for the sale or disposition of all or substantially all of the
Capital Stock or assets of such Subsidiary; or (i) Permitted Refinancing
Indebtedness; provided that the restrictions contained in the agreements
governing such Permitted Refinancing Indebtedness are no more restrictive with
respect to such dividend and other payment restrictions in the aggregate than
those contained in the agreements governing the Indebtedness being refinanced.

SECTION 4.15. LIMITATIONS ON GUARANTEES OF INDEBTEDNESS BY RESTRICTED
SUBSIDIARIES.

         (a)      The Company shall not permit any Restricted Subsidiary to
guarantee the payment of any Indebtedness of the Company or any Indebtedness of
any other Restricted Subsidiary (in each case, the "Guaranteed Debt") unless (i)
if such Restricted Subsidiary is not a Guarantor, such Restricted Subsidiary
simultaneously executes and delivers a supplemental indenture to this Indenture
providing for a Subsidiary Guarantee of payment of the Notes by such Restricted
Subsidiary, (ii) if the Notes or the Subsidiary Guarantee (if any) of such
Restricted Subsidiary are subordinated in right of payment to the Guaranteed
Debt, the Subsidiary Guarantee under the supplemental indenture shall be
subordinated to such Restricted Subsidiary's guarantee with respect to the
Guaranteed Debt substantially to the same extent as the Notes or the Subsidiary
Guarantee are subordinated to the Guaranteed Debt under this Indenture, (iii) if
the Guaranteed Debt is by its express terms subordinated in right of payment to
the Notes or the Subsidiary Guarantee (if any) of such Restricted Subsidiary,
any such guarantee of such Restricted Subsidiary with respect to the Guaranteed
Debt shall be subordinated in right of payment to such Restricted Subsidiary's
Subsidiary Guarantee with respect to the Notes substantially to the same extent
as the Guaranteed Debt is subordinated to the Notes or the Subsidiary Guarantee
(if any) of such Restricted Subsidiary, (iv) such Restricted Subsidiary waives
and will not in any manner whatsoever claim or take the benefit or advantage of,
any rights of reimbursement, indemnity or subrogation or any other rights
against the Company or any other Restricted Subsidiary as a result of any
payment by such Restricted Subsidiary under its Subsidiary Guarantee, and (v)
such Restricted Subsidiary shall deliver to the Trustee an Opinion of Counsel to
the effect that (A) such Subsidiary Guarantee of the Notes has been duly
executed and authorized and (B) such Subsidiary Guarantee of the Notes
constitutes a valid, binding and enforceable obligation of such Restricted
Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy,
insolvency or similar laws (including, without limitation, all laws relating to
fraudulent transfers) and except insofar as enforcement thereof is subject to
general principles of equity.

         (b)      Notwithstanding the foregoing and the other provisions of this
Indenture, any Subsidiary Guarantee by a Restricted Subsidiary of the Notes
shall provide by its terms that it shall be automatically and unconditionally
released and discharged upon (i) any sale, exchange or transfer, to any Person
not an Affiliate of the Company, of all of the Company's Capital Stock in, or
all or substantially all the assets


                                       43
<PAGE>   50
of, such Restricted Subsidiary (which sale, exchange or transfer is not
prohibited by this Indenture) or (ii) the release or discharge of the guarantee
which resulted in the creation of such Subsidiary Guarantee, except a discharge
or release by or as a result of payment under such guarantee.

SECTION 4.16 LIMITATIONS ON LIENS

         The Company shall not, and shall not permit any Restricted Subsidiary
to, directly or indirectly, create, incur, assume or suffer to exist any Lien
that secures obligations under any Pari Passu Indebtedness or Subordinated
Indebtedness of the Company or any asset or property now owned or hereafter
acquired by the Company or any of its Restricted Subsidiaries, or any income or
profits therefrom or assign or convey any right to receive income therefrom,
unless the Notes or the Subsidiary Guarantees, as applicable, are equally and
ratably secured with the Pari Passu Indebtedness or Subordinated Indebtedness so
secured until such time as such Pari Passu Indebtedness or Subordinated
Indebtedness is no longer secured by a Lien; provided, that in any case
involving a Lien securing Subordinated Indebtedness, such Lien is subordinated
to the Lien securing the Notes or the Subsidiary Guarantees, as applicable, to
the same extent that such Subordinated Indebtedness is subordinated to the Notes
or the Subsidiary Guarantees, as applicable.

SECTION 4.17 SALE AND LEASEBACK TRANSACTIONS

         The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, enter into any sale and leaseback transaction; provided that
the Company and any Guarantor may enter into a sale and leaseback transaction if
(i) the Company or such Guarantor could have (a) incurred Indebtedness in an
amount equal to the Attributable Debt relating to such sale and leaseback
transaction pursuant to the Fixed Charge Coverage Ratio test set forth in the
first paragraph of Section 4.12 hereof and (b) incurred a Lien to secure such
Indebtedness pursuant to the covenant described in Section 4.16 hereof, (ii) the
gross cash proceeds of such sale and leaseback transaction are at least equal to
the fair market value (as determined in good faith by the Board of Directors and
set forth in an Officers' Certificate delivered to the Trustee) of the property
that is the subject of such sale and leaseback transaction and (iii) the
transfer of assets in such sale and leaseback transaction is permitted by, and
the proceeds of such transaction are applied in compliance with, Section 4.10
hereof.

SECTION 4.18 ANTI-LAYERING.

         (i) The Company shall not directly or indirectly incur, create, issue,
assume, guarantee or otherwise become liable for any Indebtedness that is
subordinate or junior in right of payment to any Senior Debt and senior in any
respect in right of payment to the Notes and (ii) no Guarantor shall incur,
create, issue, assume, guarantee or otherwise become liable for any Indebtedness
that is subordinate or junior in right of payment to its Guarantor Senior Debt
and senior in any respect in right of payment to such Guarantor's Subsidiary
Guarantee.

SECTION 4.19 SALES OF ACCOUNTS RECEIVABLES.

         The Company may, and any of its Restricted Subsidiaries may, sell at
any time and from time to time, accounts receivable to any Accounts Receivable
Subsidiary; provided that (i) the aggregate consideration received in each such
sale is at least equal to the aggregate fair market value of the receivables
sold, as determined by the Board of Directors of the Company in good faith, (ii)
no less than 80% of the consideration received in each such sale consists of
either cash or a promissory note (a "Promissory Note") which is subordinated to
no Indebtedness or obligation other than the financial institution or other
entities providing the financing to the Accounts Receivable Subsidiary with
respect to such accounts receivable (the "Financier") and the remainder of such
consideration consists of an Equity Interest in such Accounts Receivable
Subsidiary; provided further that the Initial Sale will include


                                       44
<PAGE>   51
all accounts receivable of the Company and/or its Restricted Subsidiaries that
are party to such arrangements that constitute eligible receivables under such
arrangements, (iii) the cash proceeds received from the Initial Sale less
reasonable and customary transaction costs will be deemed to be Net Proceeds and
will be applied in accordance with the second paragraph of Section 4.10 hereof,
and (iv) the Company and its Restricted Subsidiaries will sell all accounts
receivable that constitute eligible receivables under such arrangements to the
Accounts Receivable Subsidiary no less frequently than on a weekly basis.

         The Company (i) will not permit any Accounts Receivable Subsidiary to
sell any accounts receivable purchased from the Company or any of its Restricted
Subsidiaries to any other person except on an arm's-length basis and solely for
consideration in the form of cash or Cash Equivalents, (ii) will not permit the
Accounts Receivable Subsidiary to engage in any business or transaction other
than the purchase, financing and sale of accounts receivable of the Company and
its Restricted Subsidiaries and activities incidental thereto, (iii) will not
permit any Accounts Receivable Subsidiary to incur Indebtedness in an amount in
excess of 97% of the book value of such Accounts Receivable Subsidiary's total
assets, as determined in accordance with GAAP, (iv) will, at least as frequently
as monthly, cause the Accounts Receivable Subsidiary to remit to the Company as
payment for additional receivables or on the Promissory Notes or as a dividend,
all available cash or Cash Equivalents not held in a collection account pledged
to a Financier, to the extent not applied to pay or maintain reserves for
reasonable operating expenses of the Accounts Receivable Subsidiary or to
satisfy reasonable minimum capital requirements based on then current market
practices of rating agencies in similar transactions involving receivables of a
similar type and quality, as determined by the Board of Directors of the Company
in good faith and (v) will not, and will not permit any of its Subsidiaries to,
sell accounts receivable to any Accounts Receivable Subsidiary upon (1) the
occurrence of an Event of Default with respect to the Company and its Restricted
Subsidiaries and (2) the occurrence of certain events of bankruptcy or
insolvency with respect to such Accounts Receivable Subsidiary.


                                    ARTICLE 5
                                   SUCCESSORS

SECTION 5.01. MERGER, CONSOLIDATION, OR SALE OF ALL OR SUBSTANTIALLY ALL ASSETS

         The Company shall not consolidate or merge with or into (whether or not
the Company is the surviving entity), 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, another 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 shall have been
made is a corporation organized or existing under the laws of the United States,
any state thereof or the District of Columbia; (ii) the Person formed by or
surviving any such consolidation or merger (if other than the Company) or the
Person to which such sale, assignment, transfer, lease, conveyance or other
disposition will have been made assumes all the obligations of the Company under
the Notes and this Indenture pursuant to a supplemental indenture in form
reasonably satisfactory to the Trustee; (iii) immediately after such
transaction, no Default or Event of Default exists; (iv) the Company or the
Person formed by or surviving any such consolidation or merger, or to which such
sale, assignment, transfer, lease, conveyance or other disposition will have
been made will, at the time of such transaction after giving pro forma effect
thereto as if such transaction had occurred at the beginning of the applicable
four-quarter period, be permitted to incur at least $1.00 of additional
Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the
first paragraph of Section 4.12 hereof and (v) each Guarantor, if any, unless it
is the other party to the transactions described above, shall have by
supplemental indenture confirmed that its Subsidiary Guarantee shall apply to
such Person's obligations under this Indenture and the Notes. The foregoing
clause (iv) will not prohibit (a) a merger between the Company and a Wholly
Owned Subsidiary of a Wholly Owned Subsidiary of


                                       45
<PAGE>   52
Holdings created for the purpose of holding the Capital Stock of the Company,
(b) a merger between the Company and a Wholly Owned Restricted Subsidiary or (c)
a merger between the Company and an Affiliate incorporated solely for the
purpose of reincorporating the Company in another State of the United States so
long as, in each case, the amount of Indebtedness of the Company and its
Restricted Subsidiaries is not increased thereby.

SECTION 5.02. SUCCESSOR CORPORATION SUBSTITUTED.

         Upon any consolidation or merger, or any sale, assignment, transfer,
lease or conveyance or other disposition of all or substantially all of the
assets of the Company in accordance with Section 5.01 hereof, the successor
corporation formed by such consolidation or into or with which the Company is
merged or to which such sale, assignment, transfer, lease, conveyance or other
disposition is made shall succeed to, and be substituted for (so that from and
after the date of such consolidation, merger, sale, lease, conveyance or other
disposition, the provisions of this Indenture referring to the "Company" shall
refer instead to the successor corporation and not to the Company) and may
exercise every right and power of the Company under this Indenture with the same
effect as if such successor Person had been named as the Company herein;
provided, however, that the predecessor Company shall not be relieved from the
obligation to pay the principal of and interest on the Notes except in the case
of a sale of all of the Company's assets that meets the requirements of Section
5.01 hereof; provided, further, that solely for purposes of computing
Consolidated Net Income for purposes of clause (c) of the first paragraph of
Section 4.11 hereof, the Consolidated Net Income of any Person other than the
Company or any of its Restricted Subsidiaries shall be included only for periods
subsequent to the effective time of such consolidation or merger, sale,
assignment, transfer, lease or conveyance or other disposition of assets.


                                    ARTICLE 6
                              DEFAULTS AND REMEDIES

SECTION 6.01. EVENTS OF DEFAULT AND NOTICE THEREOF.

         Each of the following constitutes an "Event of Default":

                  (a)      default which continues for 30 days in the payment
         when due of interest on the Notes (whether or not prohibited by Article
         10 hereof);

                  (b)      default in payment when due of principal or premium,
         if any, on the Notes at maturity, upon redemption or otherwise (whether
         or not prohibited by Article 10 hereof);

                  (c)      failure by the Company or any Guarantor for 30 days
         after receipt of notice from the Trustee or Holders of at least 30% in
         principal amount of the Notes then outstanding to comply with the
         provisions of Sections 3.10, 4.09, 4.10, 4.11, 4.12, 4.17 or Article 5
         hereof.

                  (d)      failure by the Company or any Guarantor for 60 days
         after notice from the Trustee or the Holders of at least 30% in
         principal amount of the Notes then outstanding to comply with its other
         agreements in this Indenture or the Notes;

                  (e)      default under any mortgage, indenture or instrument
         under which there may be issued or by which there may be secured or
         evidenced any Indebtedness for money borrowed by the Company or any of
         its Restricted Subsidiaries (or the payment of which is guaranteed by
         the Company or any of its Restricted Subsidiaries) whether such
         Indebtedness or guarantee now exists, or is created after the date of
         this Indenture, which default (i) is caused by a failure to pay
         Indebtedness at its stated final maturity (after giving effect to any
         applicable grace period


                                       46
<PAGE>   53
         provided in such Indebtedness) (a "Payment Default") or (ii) results in
         the acceleration of such Indebtedness prior to its stated final
         maturity and, in each case, the principal amount of any such
         Indebtedness, together with the principal amount of any other such
         Indebtedness under which there has been a Payment Default or the
         maturity of which has been so accelerated, aggregates $20.0 million or
         more;

                  (f)      failure by the Company or any of its Restricted
         Subsidiaries to pay final judgments aggregating in excess of $20.0
         million (net of any amounts with respect to which a reputable and
         creditworthy insurance company has acknowledged liability in writing),
         which judgments are not paid, discharged or stayed within 60 days after
         their entry;

                  (g)      the Company or any of its Restricted Subsidiaries
         that is a Significant Subsidiary pursuant to or within the meaning of
         the Bankruptcy Law:

                           (i)      commences a voluntary case,

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

                           (iii)    consents to the appointment of a Custodian
                                    of it or for all or substantially all of its
                                    property,

                           (iv)     makes a general assignment for the benefit
                                    of its creditors,

                           (v)      generally is not paying its debts as they
                                    become due; or

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

                           (i)      is for relief against the Company or any of
                                    its Restricted Subsidiaries that is a
                                    Significant Subsidiary in an involuntary
                                    case;

                           (ii)     appoints a Custodian of the Company or any
                                    of its Restricted Subsidiaries that is a
                                    Significant Subsidiary or for all or
                                    substantially all of the property of the
                                    Company or any of its Restricted
                                    Subsidiaries that is a Significant
                                    Subsidiary;

                           (iii)    orders the liquidation of the Company or any
                                    of its Restricted Subsidiaries that is a
                                    Significant Subsidiary;

         and the order or decree remains unstayed and in effect for 60
         consecutive days; and

                  (i)      the termination of any Subsidiary Guarantee for any
         reason not permitted by this Indenture, or the denial of any Guarantor
         or any Person acting on behalf of any Guarantor of such Guarantor's
         obligations under its respective Subsidiary Guarantee.

SECTION 6.02. ACCELERATION

         If any Event of Default occurs and is continuing, the Trustee or the
Holders of at least 30% in principal amount of the then outstanding Notes may
declare all the Notes to be due and payable immediately; provided, however,
that, so long as any Indebtedness permitted to be incurred pursuant to the New
Credit Facility shall be outstanding, no such acceleration shall be effective
until the earlier of


                                       47
<PAGE>   54
(i) acceleration of any such Indebtedness under the New Credit Facility or (ii)
five business days after the giving of written notice to the Company and the
representative under the New Credit Facility of such acceleration.
Notwithstanding the foregoing, in the case of an Event of Default specified in
clause (g) or clause (h) of Section 6.01 hereof, all outstanding Notes will
become due and payable without further action or notice. Holders of the Notes
may not enforce this Indenture or the Notes except as provided in this
Indenture. Subject to certain limitations, Holders of a majority in principal
amount of the then outstanding Notes may direct the Trustee in its exercise of
any trust or power. In the event of a declaration of acceleration of the Notes
because an Event of Default has occurred and is continuing as a result of the
acceleration of any Indebtedness described in clause (e) of Section 6.01 hereof,
the declaration of acceleration of the Notes shall be automatically annulled if
the holders of any Indebtedness described in clause (e) of Section 6.01 hereof
have rescinded the declaration of acceleration in respect of such Indebtedness
within 30 days of the date of such declaration and if (y) the annulment of the
acceleration of the Notes would not conflict with any judgment or decree of a
court of competent jurisdiction and (z) all existing Events of Default, except
nonpayment of principal or interest on the Notes that became due solely because
of the acceleration of the Notes, have been cured or waived.

SECTION 6.03. OTHER REMEDIES.

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

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

SECTION 6.04. WAIVER OF PAST DEFAULTS.

         The Holders of a majority in aggregate principal amount of the Notes
then outstanding, by notice to the Trustee, may on behalf of the Holders of all
of the Notes waive any existing Default or Event of Default and its consequences
under this Indenture, except a continuing Default or Event of Default in the
payment of interest or premium on, or principal of, the Notes. The Trustee may
withhold from Holders of the Notes notice of any continuing Default or Event of
Default (except a Default or Event of Default relating to the payment of
principal, premium, if any, or interest) if it determines that withholding
notice is in such Holders' interest.

SECTION 6.05. CONTROL BY MAJORITY.

         The Holders of a majority in aggregate principal amount of the then
outstanding Notes may direct the time, method and place of conducting any
proceeding for exercising any remedy available to the Trustee or exercising any
trust or power conferred on it. However, the Trustee may refuse to follow any
direction that conflicts with law or this Indenture, that the Trustee determines
may be unduly prejudicial to the rights of other Holders of Notes or that may
involve the Trustee in personal liability. The Trustee may take any other action
which it deems proper which is not inconsistent with any such direction.

SECTION 6.06. LIMITATION ON SUITS.

         No Holder of a Note will have any right to institute any proceeding
with respect to this Indenture or for any remedy hereunder, unless (i) such
Holder shall have previously given to the Trustee written notice of a continuing
Event of Default with respect to the Notes, (ii) the Holders of at least 30% in


                                       48
<PAGE>   55
aggregate principal amount of the Notes then outstanding shall have made written
request to the Trustee to institute such proceeding and, if requested by the
Trustee, provided reasonable indemnity to the Trustee, with respect to such
proceeding and (iii) the Trustee shall not have received from the Holders of a
majority in aggregate principal amount of the Notes then outstanding a direction
inconsistent with such request and shall have failed to institute such
proceeding within 60 days.

SECTION 6.07. RIGHTS OF HOLDERS OF NOTES TO RECEIVE PAYMENT.

         Notwithstanding any other provision of this Indenture, the right of any
Holder of a Note to receive payment of principal, premium, if any, and interest
on any Note, on or after the respective due dates expressed in any Note, 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(a) or (b) hereof
occurs and is continuing, the Trustee is authorized to recover judgment in its
own name and as trustee of an express trust against the Company for the whole
amount of principal of, premium, if any, and interest remaining unpaid on the
Notes and interest on overdue principal and, to the extent lawful, interest and
such further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.

SECTION 6.09. TRUSTEE MAY FILE PROOFS OF CLAIM.

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

SECTION 6.10. PRIORITIES.

         If the Trustee collects any money pursuant to this Article Six, it
shall pay out the money, subject to Article 10 hereof, in the following order:


                                       49
<PAGE>   56
         First: to the Trustee, its agents and attorneys for amounts due under
         Section 7.07 hereof, including payment of all compensation, expense and
         liabilities incurred, and all advances made, by the Trustee and the
         costs and expenses of collection;

         Second: to holders of Senior Debt and Guarantor Senior Debt to the
         extent required by Article 10 hereof or any Subsidiary Guarantee;

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

         Fourth: without duplication, to the Holders for any other Obligations
         owing to the Holders under this Indenture and the Notes; and

         Fifth: to the Company or to such party as a court of competent
         jurisdiction shall direct.

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

SECTION 6.11. UNDERTAKING FOR COSTS.

         In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as a Trustee, a court in its discretion may require the filing by any party
litigant in 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 of
a Note pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in
principal amount of the then outstanding Notes.


                                    ARTICLE 7
                                     TRUSTEE

SECTION 7.01. DUTIES OF TRUSTEE.

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

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

                  (1)      the duties of the Trustee shall be determined solely
by the express provisions of this Indenture and the Trustee need perform only
those duties that are specifically set forth in this Indenture and no others,
and no implied covenants or obligations shall be read into this Indenture
against the Trustee; and

                  (2)      in the absence of bad faith on its part, the Trustee
may conclusively rely, as to the truth of the statements and the correctness of
the opinions expressed therein, upon certificates or opinions furnished to the
Trustee and conforming to the requirements of this Indenture, provided, that


                                       50
<PAGE>   57
the Trustee shall examine the certificates and opinions to determine whether or
not they conform to the requirements of this Indenture.

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

                  (i)      this paragraph does not limit the effect of paragraph
(b) of this Section 7.01;

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

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

         (d)      Whether or not therein expressly so provided, every provision
of this Indenture that in any way relates to the Trustee is subject to
paragraphs (a), (b), (c), (e) and (f) of this Section 7.01 and Section 7.02
hereof.

         (e)      No provision of this Indenture shall require the Trustee to
expend or risk its own funds or incur any liability. The Trustee shall be under
no obligation to exercise any of its rights and powers under this Indenture
unless the Holders shall have offered to the Trustee security and indemnity
satisfactory to it against any loss, liability or expense.

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

SECTION 7.02. RIGHTS OF TRUSTEE.

         (a)      The Trustee may conclusively rely upon any document believed
                  by it to be genuine and to have been signed or presented by
                  the proper person. The Trustee need not investigate any fact
                  or matter stated in 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 such Officers'
                  Certificate or Opinion of Counsel. The Trustee may consult
                  with counsel and the written advice of such counsel or any
                  Opinion of Counsel shall be full and complete authorization
                  and protection from liability in respect of any action taken,
                  suffered or omitted by it hereof in good faith and in reliance
                  thereon.

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

         (d)      The Trustee shall not be liable for any action it takes or
                  omits to take in good faith that it believes to be authorized
                  or within the rights or powers conferred upon it by this
                  Indenture.

         (e)      Unless otherwise specifically provided in this Indenture, any
                  demand, request, direction or notice from the Company shall be
                  sufficient if signed by an Officer of the Company.


                                       51
<PAGE>   58
         (f)      The Trustee shall be under no obligation to exercise any of
                  the rights or powers vested in it by this Indenture at the
                  request or direction of any of the Holders unless such Holders
                  shall have offered to the Trustee reasonable security or
                  indemnity against the costs, expenses and liabilities that
                  might be incurred by it in compliance with such request or
                  direction.

SECTION 7.03. INDIVIDUAL RIGHTS OF TRUSTEE.

         The Trustee, in its individual or any other capacity, may become the
owner or pledgee of Notes and may otherwise deal with the Company with the same
rights it would have if it were not Trustee. However, in the event that the
Trustee acquires any conflicting interest it must eliminate such conflict within
90 days, apply to the Commission for permission to continue as trustee or
resign. Any Agent may do the same with like rights and duties. The Trustee is
also subject to Sections 7.10 and 7.11 hereof.

SECTION 7.04. TRUSTEE'S DISCLAIMER.

         The Trustee shall not be responsible for and makes no representation as
to the validity or adequacy of this Indenture or the Notes, it shall not be
accountable for the Company's use of the proceeds from the Notes or any money
paid to the Company or upon the direction of the Company under any provision of
this Indenture, it shall not be responsible for the use or application of any
money received by any Paying Agent other than the Trustee, and it shall not be
responsible for any statement or recital herein or any statement in the Notes or
any other document furnished or issued in connection with the sale of the Notes
or pursuant to this Indenture other than its certificate of authentication.

SECTION 7.05. NOTICE OF DEFAULTS.

         If a Default or Event of Default occurs and is continuing and if it is
actually known to the Trustee, the Trustee shall mail to Holders of Notes a
notice of the Default or Event of Default within 90 days after it occurs. Except
in the case of a Default or Event of Default in payment of principal of,
premium, if any, or interest on any Note, the Trustee may withhold the notice if
and so long as a committee of its Responsible Officers in good faith determines
that withholding the notice is in the interests of the Holders of the Notes.

SECTION 7.06. REPORTS BY TRUSTEE TO HOLDERS OF THE NOTES.

         Within 60 days after each May 15 beginning with the May 15 following
the date of this Indenture, and for so long as Notes remain outstanding, the
Trustee shall mail to the Holders of the Notes a brief report dated as of such
reporting date that complies with TIA Section 313(a) (but if no event described
in TIA Section 313(a) has occurred within the twelve months preceding the
reporting date, no report need be transmitted). The Trustee also shall comply
with TIA Section 313(b)(2). The Trustee shall also transmit by mail all reports
as required by TIA Section 313(c).

         A copy of each report at the time of its mailing to the Holders of
Notes shall be mailed to the Company and filed with the Commission and each
stock exchange on which the Notes are listed in accordance with TIA Section
313(d). The Company shall promptly notify the Trustee when the Notes are listed
on any stock exchange.

SECTION 7.07. COMPENSATION AND INDEMNITY.

         The Company shall pay to the Trustee, from time to time as may be
agreed upon between them, reasonable compensation for its acceptance of this
Indenture and services hereof. The Trustee's compensation shall not be limited
by any law on compensation of a trustee of an express trust. The


                                       52
<PAGE>   59
Company shall reimburse the Trustee promptly upon request for all reasonable
disbursements, advances and expenses incurred or made by it in addition to the
compensation for its services. Such expenses shall include the reasonable
compensation, disbursements and expenses of the Trustee's agents and counsel.

         The Company shall indemnify and hold harmless the Trustee against any
and all losses, liabilities or expenses incurred by it arising out of or in
connection with the acceptance or administration of its duties under this
Indenture, including the costs and expenses of enforcing this Indenture against
the Company (including this Section 7.07) and defending itself against any claim
(whether asserted by the Company or any Holder or any other person) or liability
in connection with the exercise or performance of any of its powers or duties
hereof, except to the extent any such loss, liability or expense may be
attributable to its negligence or bad faith. The Trustee shall notify the
Company promptly of any claim for which it may seek indemnity. Failure by the
Trustee to so notify the Company shall not relieve the Company of its
obligations hereof. The Company shall defend the claim and the Trustee shall
reasonably cooperate in the defense. The Trustee may have separate counsel and
the Company shall pay the reasonable fees and expenses of such counsel. The
Company need not pay for any settlement made without its consent, which consent
shall not be unreasonably withheld.

         The obligations of the Company under this Section 7.07 shall survive
the satisfaction and discharge of this Indenture.

         To secure the Company's payment obligations in this Section 7.07, the
Trustee shall have a Lien prior to the Notes on all money or property held or
collected by the Trustee, except that held in trust to pay principal and
interest on particular Notes. Such Lien shall survive the satisfaction and
discharge of this Indenture.

         When the Trustee incurs expenses or renders services after the
occurrence of an Event of Default specified in Section 6.01(g) or (h) hereof,
the expenses and the compensation for the services (including the fees and
expenses of its agents and counsel) are intended to constitute expenses of
administration under any Bankruptcy Law.

         The Trustee shall comply with the provisions of TIA Section 313(b)(2)
to the extent applicable.

SECTION 7.08. REPLACEMENT OF TRUSTEE.

         A resignation or removal of the Trustee and appointment of a successor
Trustee shall become effective only upon the successor Trustee's acceptance of
appointment as provided in this Section 7.08.

         The Trustee may resign in writing at any time and be discharged from
the trust hereby created by so notifying the Company. The Holders of a majority
in principal amount of the then outstanding Notes may remove the Trustee by so
notifying the Trustee and the Company in writing. The Company may remove the
Trustee if:

         (a)      the Trustee fails to comply with Section 7.10 hereof,

         (b)      the Trustee is adjudged a bankrupt or an insolvent or an order
                  for relief is entered with respect to the Trustee under any
                  Bankruptcy Law;

         (c)      a Custodian or public officer takes charge of the Trustee or
                  its property; or

         (d)      the Trustee becomes incapable of acting.


                                       53
<PAGE>   60
         If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, the Company shall promptly appoint a successor
Trustee. Within one year after the successor Trustee takes office, the Holders
of a majority in principal amount of the then outstanding Notes may appoint a
successor Trustee to replace the successor Trustee appointed by the Company.

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

         If the Trustee, after written request by any Holder of a Note who has
been a Holder of a Note for at least six months, fails to comply with Section
7.10 hereof, such Holder of a Note may petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor
Trustee.

         A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the 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 Holders of the Notes. The retiring Trustee shall promptly transfer
all property held by it as Trustee to the successor Trustee, provided all sums
owing to the Trustee hereof have been paid and subject to the Lien provided for
in Section 7.07 hereof. Notwithstanding replacement of the Trustee pursuant to
this Section 7.08, the Company's obligations under Section 7.07 hereof shall
continue for the benefit of the retiring Trustee.

SECTION 7.09. SUCCESSOR TRUSTEE BY MERGER, ETC.

         If the Trustee consolidates, merges or converts into, or transfers all
or substantially all of its corporate trust business (including the trust
created by this Indenture) to, another corporation, the successor corporation
without any further act shall be the successor Trustee.

SECTION 7.10. ELIGIBILITY; DISQUALIFICATION.

         There shall at all times be a Trustee hereof that is a corporation
organized and doing business under the laws of the United States of America or
of any state thereof that is authorized under such laws to exercise corporate
trustee power, that is subject to supervision or examination by federal or state
authorities and that has, or is a wholly owned subsidiary of a bank holding
company that has, a combined capital and surplus of at least $100 million as set
forth in its most recent published annual report of condition.

         This Indenture shall always have a Trustee who satisfies the
requirements of TIA Section 310(a)(1), (2) and (5). The Trustee is subject to
TIA Section 310(b).

SECTION 7.11. PREFERENTIAL COLLECTION OF CLAIMS AGAINST THE COMPANY.

         The Trustee is subject to 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 therein.

SECTION 7.12. RIGHTS OF HOLDERS WITH RESPECT TO TIME METHOD AND PLACE

         Subject to the limitations of this Article 7, a majority in principal
amount of the outstanding Notes issued hereof shall have the right to direct the
time, method and place of conducting any proceeding for exercising any remedy
available to the Trustee.


                                       54
<PAGE>   61
                                    ARTICLE 8
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

SECTION 8.01. OPTION TO EFFECT DEFEASANCE OR COVENANT DEFEASANCE.

         The Company may, at its option by Board Resolution, at any time, with
respect to the Notes, elect to have either Section 8.02 or Section 8.03 hereof
be applied to all Notes and Subsidiary Guarantees then outstanding upon
compliance with the conditions set forth below in this Article Eight.

SECTION 8.02. LEGAL DEFEASANCE AND DISCHARGE.

         Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.02, the Company and the Guarantors, if any, shall,
subject to the satisfaction of the conditions set forth in Section 8.04 hereof,
be deemed to have been discharged from their respective obligations with respect
to all Notes and Subsidiary Guarantees then outstanding on the date the
conditions set forth below are satisfied ("Legal Defeasance"). For this purpose
such defeasance means that the Company and any Guarantor shall be deemed to have
paid and discharged the entire indebtedness represented by the Notes and any
Subsidiary Guarantees outstanding, which shall thereafter be deemed to be
"outstanding" only for the purposes of Section 8.05 and the other Sections of
this Indenture referred to in clauses (i) and (ii) of this Section 8.02, and to
have satisfied all its other obligations under such Notes, Subsidiary Guarantees
and this Indenture (and the Trustee, on demand of and at the expense of the
Company, shall execute proper instruments acknowledging the same), except for
the following which shall survive until otherwise terminated or discharged
hereunder: (i) the rights of Holders of outstanding Notes to receive payments in
respect of the principal of, premium, if any, and interest on such Notes when
such payments are due or on the redemption date, as the case may be, solely from
amounts deposited with the Trustee as provided in Section 8.04 hereof, (ii) the
Company's obligations with respect to the Notes under Sections 2.03, 2.04, 2.05,
2.06, 2.07, 2.10, 4.02 and 4.03 hereof, (iii) the rights, powers, trusts,
duties, indemnities and immunities of the Trustee and the Company's obligations
in connection therewith and (iv) this Section 8.02.

SECTION 8.03. COVENANT DEFEASANCE.

         Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.03, the Company and each Guarantor shall be
released from its obligations under the covenants contained in Article Five and
in Sections 4.04, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 4.17, 4.18 and
4.19 with respect to the outstanding Notes and Subsidiary Guarantees, if any, on
and after the date the conditions set forth below are satisfied (hereinafter,
"Covenant Defeasance"), and the Notes and the Subsidiary Guarantees, if any,
shall thereafter be deemed to be not "outstanding" for the purposes of any
direction, waiver, consent or declaration or Act of Holders (and the
consequences of any thereof) in connection with such covenants, but shall
continue to be deemed "outstanding" for all other purposes hereunder (it being
understood that such Notes and Subsidiary Guarantees, if any, shall not be
deemed outstanding for financial accounting purposes). For this purpose, such
Covenant Defeasance means that, with respect to the outstanding Notes and
Subsidiary Guarantees, if any, the Company and any Guarantor may omit to comply
with and shall have no liability in respect of any term, condition or limitation
set forth in any such covenant, whether directly or indirectly, by reason of any
reference elsewhere herein to any such covenant or by reason of any reference in
any such covenant to any other provision herein or in any other document and
such omission to comply shall not constitute a Default or an Event of Default
under Section 6.01(c) hereof, but, except as specified above, the remainder of
this Indenture and such Notes and Subsidiary Guarantees, if any, shall be
unaffected thereby. In addition, upon the Company's exercise under Section 8.01
hereof of the option applicable to this Section 8.03, Sections 6.01(d) through
6.01(f) and Section 6.01(i) shall not constitute Events of Default.


                                       55
<PAGE>   62
SECTION 8.04. CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE.

         The following shall be the conditions to application of either Section
8.02 or Section 8.03 hereof to the outstanding Notes and Subsidiary Guarantees:

         (i)      the Company shall have irrevocably deposited with the Trustee,
in trust, for the benefit of the Holders of the Notes and without retaining any
legal interest corpus of such trust, cash in U.S. dollars, non-callable
Government Securities, or a combination thereof, in such amounts as will be
sufficient, in the opinion of a nationally recognized firm of independent public
accountants, to pay the principal of, premium, if any, and interest due on the
outstanding Notes on the stated maturity thereof or on the applicable optional
redemption date, as the case may be, and the Company must specify whether the
Notes are being defeased to maturity or to a particular redemption date;

         (ii)     in the case of Legal Defeasance, the Company shall have
delivered to the Trustee an opinion of counsel in the United States reasonably
acceptable to the Trustee confirming that (A) the Company has received from, or
there has been published by, the United States Internal Revenue Service a ruling
or (B) since the Closing Date, there has been a change in the applicable U.S.
federal income tax law, in either case to the effect that, and based thereon
such opinion of counsel in the United States shall confirm that, subject to
customary assumptions and exclusions, the Holders of the outstanding Notes will
not recognize income, gain or loss for U.S. federal income tax purposes as a
result of such Legal Defeasance and will be subject to U.S. federal income tax
on the same amounts, in the same manner and at the same times as would have been
the case if such Legal Defeasance had not occurred;

         (iii)    in the case of Covenant Defeasance, the Company shall have
delivered to the Trustee an opinion of counsel in the United States reasonably
acceptable to the Trustee confirming that, subject to customary assumptions and
exclusions, the Holders of the outstanding Notes will not recognize income, gain
or loss for U.S. federal income tax purposes as a result of such Covenant
Defeasance and will be subject to such U.S. 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;

         (iv)     no Default or Event of Default shall have occurred and be
continuing on the date of such deposit (other than a Default or Event of Default
resulting from the borrowing of funds to be applied to such deposit) or, insofar
as Events of Default set forth in Section 6.01(g) and (h), at any time in the
period ending on the 91st day after the date of such deposit (it being
understood that this condition shall not be satisfied until the expiration of
such period);

         (v)      such Legal Defeasance or Covenant Defeasance shall not result
in a breach or violation of, or constitute a default under, any material
agreement or instrument (other than this Indenture) to which the Company or a
Guarantor, if any, is a party or by which the Company or a Guarantor, if any, is
bound;

         (vi)     the Company shall have delivered to the Trustee an Opinion of
Counsel to the effect that, as of the date of such opinion and subject to
customary assumptions and exclusions (which assumptions and exclusions shall not
relate to the operation of Section 547 of the United States Bankruptcy Code or
any analogous New York State law provision or related judicial decisions) after
the 91st day following the deposit, the trust funds will not be subject to the
effect of any applicable bankruptcy, insolvency, reorganization or similar laws
affecting creditors' rights generally, and that the Trustee has a perfected
security interest in such trust funds for the ratable benefit of the Holders;

         (vii)    the Company shall have delivered to the Trustee an Officers'
Certificate stating that the deposit was not made by the Company with the intent
of preferring the Holders of Notes over the other


                                       56
<PAGE>   63
creditors of the Company with the intent of defeating, hindering, delaying or
defrauding any creditors of the Company or a Guarantor, if any;

         (viii)   the Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel in the United States (which Opinion of
Counsel may be subject to customary assumptions and exclusions) each stating
that all conditions precedent provided for or relating to the Legal Defeasance
or the Covenant Defeasance, as the case may be, have been complied with; and

         (ix)     the Trustee shall have received such other documents and
assurances as the Trustee shall reasonably require.

SECTION 8.05. DEPOSITED MONEY AND U.S. GOVERNMENT OBLIGATIONS TO BE HELD IN
TRUST; OTHER MISCELLANEOUS PROVISIONS.

         Subject to the provisions of the last paragraph of Section 4.03 hereof,
all money and Government Securities (including the proceeds thereof) deposited
with the Trustee (or other qualifying trustee, collectively for purposes of this
Section 8.05, the "Trustee") pursuant to Section 8.04 hereof in respect of the
Notes then outstanding shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Notes and this Indenture, to the payment,
either directly or through any Paying Agent (including the Company acting as its
own Paying Agent) as the Trustee may determine, to the Holders of such Notes of
all sums due and to become due thereon in respect of principal (and premium, if
any) and interest, but such money need not be segregated from other funds except
to the extent required by law.

         The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the cash or Government Securities
deposited pursuant to Section 8.04 hereof or the principal and interest received
in respect thereof other than any such tax, fee or other charge which by law is
for the account of the Holders of the Notes then outstanding.

         Anything in this Article Eight to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time at the Company's
request any money or Government Securities held by it as provided in Section
8.04 hereof which, in the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification thereof delivered to the
Trustee (which may be the opinion delivered under Section 8.04(i) hereof), are
in excess of the amount thereof which would then be required to be deposited to
effect an equivalent Legal Defeasance or Covenant Defeasance.

SECTION 8.06. REPAYMENT TO COMPANY.

         Subject to Section 7.07 hereof the Trustee shall promptly pay to the
Company, after written request by the Company therefor, any money held at such
time in excess of the amounts required to pay any of the Company's Obligations
then owing with respect to the Notes.

         Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of, premium, if any,
or interest, if any, on any Note and remaining unclaimed for one year after such
principal, and premium, if any, or interest, if any, have become due and payable
shall be paid to the Company on its request or (if then held by the Company)
shall be discharged from such trust; and the Holder of such Note shall
thereafter, as an unsecured general creditor, look only to the Company for
payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Company as trustee
thereof, shall thereupon cease; provided, however, that the Trustee or such
Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in The New York Times and The
Wall Street Journal (national edition), notice that such money remains unclaimed
and


                                       57
<PAGE>   64
that, after a date specified therein, which shall not be less than 30 days from
the date of such notification or publication, any unclaimed balance of such
money then remaining will be repaid to the Company.

SECTION 8.07. REINSTATEMENT.

         If the Trustee or Paying Agent is unable to apply any United States
dollars or Government Securities in accordance with Section 8.02 hereof or
Section 8.03 hereof, as the case may be, by reason of any order or judgment of
any court or governmental authority enjoining, restraining or otherwise
prohibiting such application, then the Company's and any Guarantor's obligations
under this Indenture, the Notes and the Subsidiary Guarantees, if any, shall be
revived and reinstated as though no deposit had occurred pursuant to Section
8.02 hereof or Section 8.03 hereof, as the case may be, until such time as the
Trustee or Paying Agent is permitted to apply all such money in accordance with
Section 8.02 hereof or Section 8.03 hereof, as the case may be; provided,
however, that if the Company or any Guarantor makes any payment of principal of
(or premium, if any) or interest on any Note following the reinstatement of its
obligations, the Company or any Guarantor shall be subrogated to the rights of
the Holders of such Notes to receive such payment from the money held by the
Trustee or Paying Agent.


                                    ARTICLE 9
                        AMENDMENT, SUPPLEMENT AND WAIVER

SECTION 9.01. WITHOUT CONSENT OF HOLDERS OF NOTES.

         Notwithstanding Section 9.02 hereof, without the consent of any Holder
of Notes, the Company, a Guarantor (with respect to a Subsidiary Guarantee to
which it is a party or this Indenture) and the Trustee may amend or supplement
this Indenture, or Notes or the Subsidiary Guarantees:

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

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

         (c)      to comply with Article 5 hereof;

         (d)      to provide for the assumption of the Company's or any
                  Guarantor's obligations to the Holders of the Notes in the
                  case of a merger, consolidation, sale, assignment, transfer,
                  lease or other conveyance or other disposition of assets;

         (e)      to make any change that would provide any additional rights or
                  benefits to the Holders of the Notes or that does not, in the
                  opinion of counsel, adversely affect the legal rights
                  hereunder of any such Holder;

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

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

         (h)      to allow any Guarantor to guarantee the Notes.

         Upon the written request of the Company accompanied by a Board
Resolution authorizing the execution of any such amended or supplemental
indenture, and upon receipt by the Trustee of an Officers' Certificate and an
Opinion of Counsel, the Trustee shall join with the Company and the Guarantors,
if


                                       58
<PAGE>   65
any, in the execution of any amended or supplemental indenture authorized or
permitted by the terms of this Indenture and to make any further appropriate
agreements and stipulations that may be therein contained, but the Trustee shall
not be obligated to enter into such amended or supplemental indenture that
affects its own rights, duties or immunities under this Indenture or otherwise.

SECTION 9.02. WITH CONSENT OF HOLDERS OF NOTES.

         Except as provided below in this Section 9.02, this Indenture, the
Notes and a Subsidiary Guarantee, if any, issued hereunder may be amended or
supplemented with the consent of the Holders of at least a majority in principal
amount of the Notes then outstanding (including, without limitation, consents
obtained in connection with a purchase of, or a tender offer or exchange offer
for, the Notes), and, subject to Sections 6.02, 6.04 and 6.07 hereof, any
existing default or compliance with any provision of this Indenture, the Notes
or the Subsidiary Guarantees may be waived with the consent of the Holders of a
majority in principal amount of the outstanding Notes (including, without
limitation, consents obtained in connection with a purchase of, or a tender
offer or exchange offer for, the Notes).

         Upon the request of the Company accompanied by a Board Resolution
authorizing the execution of any such amended or supplemental indenture, and
upon the filing with the Trustee of evidence satisfactory to the Trustee of the
consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of
an Officers' Certificate and an Opinion of Counsel, the Trustee shall join with
the Company and any Guarantor in the execution of such amended or supplemental
indenture unless such amended or supplemental indenture affects the Trustee's
own rights, duties or immunities under this Indenture or otherwise, in which
case the Trustee may in its discretion, but shall not be obligated to, enter
into such amended or supplemental Indenture.

         The consent of the Holders is not necessary under this Section 9.02 to
approve the particular form of any proposed amendment. It is sufficient if such
consent approves the substance of the proposed amendment.

         After an amendment, supplement or waiver under this Section 9.02
becomes effective, the Company shall mail to the Holders of Notes affected
thereby a notice briefly describing the amendment, supplement or waiver. Any
failure of the Company to mail such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such amended or
supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the
Holders of a majority in aggregate principal amount of the Notes then
outstanding may waive compliance in a particular instance by the Company with
any provision of this Indenture, the Notes or the Subsidiary Guarantees, if any.
However, without the consent of each Holder affected, an amendment or waiver may
not (with respect to any Note or Subsidiary Guarantee held by a non-consenting
Holder):

         (i)      reduce the principal amount of the Notes whose Holders must
                  consent to an amendment, supplement or waiver;

         (ii)     reduce the principal of or change the fixed maturity of any
                  Note or alter the provisions with respect to the redemption of
                  the Notes (other than provisions relating to Sections 4.09 and
                  4.10 hereof);

         (iii)    reduce the rate of or change the time for payment of interest
                  on any Note;

         (iv)     waive a Default or Event of Default in the payment of
                  principal of, premium, if any, or interest on the Notes
                  (except a rescission of acceleration of the Notes by the
                  Holders of at least a majority in aggregate principal amount
                  of such Notes and a waiver of the payment default that
                  resulted from such acceleration) or in respect of a covenant
                  or a


                                       59
<PAGE>   66
                  provision contained herein or in any Subsidiary Guarantee
                  which cannot be amended or modified without the consent of all
                  Holders;

         (v)      make any Note payable in money other than that stated in such
                  Notes;

         (vi)     make any change in Section 6.04 or Section 6.07 hereof;

         (vii)    waive a redemption or repurchase payment with respect to any
                  Note (other than a payment required by Sections 3.10, 4.09 or
                  4.10 hereof);

         (viii)   except as provided under Article 8 and the relevant Subsidiary
                  Guarantee, release a Guarantor from its obligations under its
                  Subsidiary Guarantee, or make any change in a Subsidiary
                  Guarantee that would adversely affect the Holders; or

         (ix)     make any change in the foregoing amendment and waiver
                  provisions of this Article 9.

         Notwithstanding the foregoing, any (i) amendment or waiver to Section
4.09 hereof and (ii) any amendment or waiver relating to Article 10 hereof or
the subordination provisions of the Subsidiary Guarantees will require the
consent of the Holders of at least two-thirds in aggregate principal amount of
the Notes then outstanding if such amendment would adversely affect the rights
of Holders of Notes.

SECTION 9.03. COMPLIANCE WITH TIA.

         Every amendment or supplement to this Indenture or the Notes shall be
set forth in an amended or supplemental indenture that complies with the TIA as
then in effect.

SECTION 9.04. REVOCATION AND EFFECT OF CONSENTS.

         Until an amendment, supplement or waiver becomes effective, a consent
to it by a Holder of a Note is a continuing consent by the Holder of a Note and
every subsequent Holder of a Note or portion of a Note that evidences the same
debt as the consenting Holder's Note, even if notation of the consent is not
made on any Note. However, any such Holder of a Note or subsequent Holder of a
Note may revoke the consent as to its Note if the Trustee receives written
notice of revocation before the date the waiver, supplement or amendment becomes
effective. An amendment, supplement or waiver becomes effective in accordance
with its terms and thereafter binds every Holder.

SECTION 9.05. NOTATION ON OR EXCHANGE OF NOTES.

         The Trustee may, but shall not be required to, place an appropriate
notation about an amendment, supplement or waiver on any Note thereafter
authenticated. The Company in exchange for all Notes may issue and the Trustee
shall authenticate new Notes that reflect the amendment, supplement or waiver.

         Failure to make the appropriate notation or issue a new Note shall not
affect the validity and effect of such amendment, supplement or waiver.

SECTION 9.06. TRUSTEE TO SIGN AMENDMENTS, ETC.

         The Trustee shall sign any amended or supplemental indenture authorized
pursuant to this Article Nine if the amendment or supplement does not adversely
affect the rights, duties, liabilities or immunities of the Trustee. The Company
may not sign an amendment or supplemental indenture until the Board of Directors
approves it. In signing or refusing to sign any amended or supplemental
indenture the Trustee shall be entitled to receive and (subject to Section 7.01
hereof) shall be fully protected in relying upon


                                       60
<PAGE>   67
an Officers's Certificate and an Opinion of Counsel stating that the execution
of such amended or supplemental indenture is authorized or permitted by this
Indenture, that it is not inconsistent herewith, and that it will be valid and
binding upon the Company and the Guarantors, if any, in accordance with its
terms.


                                   ARTICLE 10
                                  SUBORDINATION


SECTION 10.01. AGREEMENT TO SUBORDINATE.

         The Company agrees, and each Holder by accepting a Note agrees, that
the payment of the Subordinated Note Obligations shall be subordinated in right
of payment, as set forth in this Article 10, to the prior payment in full in
cash or cash equivalents of all Senior Debt, whether outstanding on the date
hereof or thereafter incurred. For purposes of this Article 10, "cash
equivalents" means Government Securities maturing not more than 90 days from the
date of determination.

         The provisions of this Article 10 shall constitute a continuing offer
to all Persons that, in reliance upon such provisions, become holders of, or
continue to hold Senior Debt; such provisions are made for the benefit of
holders of Senior Debt and they or each of them may enforce the rights of
holders of Senior Debt hereunder, subject to the terms and provisions hereof.

SECTION 10.02. LIQUIDATION; DISSOLUTION; BANKRUPTCY.

         Upon any distribution to creditors of the Company in a liquidation or
dissolution of the Company or in a bankruptcy, reorganization, insolvency,
receivership or similar proceeding relating to the Company or its property, an
assignment for the benefit of creditors or any marshalling of the Company's
assets and liabilities, the holders of all Obligations due in respect of such
Senior Debt shall be entitled to receive payment in full in cash or cash
equivalents of such Senior Debt (including interest after the commencement of
any such proceeding at the rate specified in the applicable Senior Debt) before
the Holders of Notes will be entitled to receive any payment with respect to
Subordinated Note Obligations (except that Holders of Notes may receive
Permitted Junior Securities and payments made from the trusts described in
Article 8 hereof), and until all Obligations with respect to Senior Debt are
paid in full in cash or cash equivalents, any distribution to which the Holders
of Notes would be entitled shall be made to the holders of Senior Debt (except
that Holders of Notes may receive Permitted Junior Securities and payments made
from the trusts described in Article 8 hereof).

SECTION 10.03. DEFAULT ON DESIGNATED SENIOR DEBT.

         The Company may not make any payment upon or in respect of the
Subordinated Note Obligations (except Permitted Junior Securities and payments
made from the trusts described in Article 8 hereof) if:

         (a)      a default in the payment of the principal of (including
                  reimbursement obligations in respect of letters of credit),
                  premium, if any, or interest on, or commitment fees related
                  to, Designated Senior Debt occurs and is continuing beyond any
                  applicable period of grace, or

         (b)      any other default occurs and is continuing with respect to
                  Designated Senior Debt that permits holders of the Designated
                  Senior Debt as to which such default relates to accelerate its
                  maturity and the Trustee receives a notice of such default (a
                  "Payment


                                       61
<PAGE>   68
                  Blockage Notice") from the Company or the holders of any
                  Designated Senior Debt (or their representative). Payments on
                  the Notes may and shall be resumed (a) in the case of a
                  payment default, upon the date on which such default is cured
                  or waived and (b) in case of a nonpayment default, the earlier
                  of the date on which such nonpayment default is cured or
                  waived or 179 days after the date on which the applicable
                  Payment Blockage Notice is received, unless the maturity of
                  any Designated Senior Debt has been accelerated. No new period
                  of payment blockage may be commenced unless and until 360 days
                  have elapsed since the effectiveness of the immediately prior
                  Payment Blockage Notice. No nonpayment default that existed or
                  was continuing on the date of delivery of any Payment Blockage
                  Notice to the Trustee shall be, or be made, the basis for a
                  subsequent Payment Blockage Notice unless such default shall
                  have been cured or waived for a period not less than 90 days.

         The Company may and shall resume payments on the Notes (including any
missed payments):

         (a)      in the case of a payment default described in clause (i)
                  above, upon the date on which such default is cured or waived
                  or shall have ceased to exist or such Designated Senior Debt
                  shall have been discharged or paid in full in cash or cash
                  equivalents; and

         (b)      in the case of a nonpayment default described in clause (ii)
                  above, the earlier of (x) the date on which such nonpayment
                  default is cured or waived, (y) 179 days after the date on
                  which the applicable Payment Blockage Notice is received (each
                  such period, the "Payment Blockage Period") or (z) the date
                  such Payment Blockage Period shall be terminated by written
                  notice to the Trustee from the requisite holders of such
                  Designated Senior Debt necessary to terminate such period or
                  from their representative.

SECTION 10.04. ACCELERATION OF SECURITIES.

         If the Company fails to make any payment on the Notes when due or
within any applicable grace period, whether or not on account of the payment
blockage provision referred to above, such failure shall constitute an Event of
Default and shall entitle the holders of the Notes to accelerate the maturity
thereof, subject to the terms of Section 6.02 hereof. The Company shall promptly
notify holders of Senior Debt if payment of the Notes is accelerated because of
an Event of Default.

SECTION 10.05. WHEN DISTRIBUTION MUST BE PAID OVER.

         In the event that the Trustee or any Holder receives any payment of any
Subordinated Note Obligations at a time when the Trustee or such Holder, as
applicable, has actual knowledge that such payment is prohibited by Section
10.02 or 10.03 hereof, such payment shall be held by the Trustee or such Holder,
in trust for the benefit of, and shall be paid forthwith over and delivered,
upon written request, to, the holders of Senior Debt as their interests may
appear or their representative under the indenture or other agreement (if any)
pursuant to which Senior Debt may have been issued, as their respective
interests may appear, for application to the payment of all Obligations with
respect to Senior Debt remaining unpaid to the extent necessary to pay such
Obligations in full in accordance with their terms, after giving effect to any
concurrent payment or distribution to or for the holders of Senior Debt.

         In the event that any Holder receives any payment of any Subordinated
Note Obligations at any time when such payment is prohibited by Section 10.02 or
10.03 hereof, such payment shall be held by such Holder, in trust for the
benefit of, and shall be paid forthwith over and delivered, upon written request
to, the Holders of Senior Debt as their interests may appear or their
representative under the indenture or other agreement (if any) pursuant to which
Senior Debt may have been issued, as their interest may appear, for the
application to the payment of all Obligations with respect to Senior Debt


                                       62
<PAGE>   69
remaining unpaid to the extend necessary to pay such Obligations in full
accordance with their terms, after giving effect to any concurrent payment or
distribution to or for the holders of Senior Debt.

         With respect to the holders of Senior Debt, the Trustee undertakes to
perform only such obligations on the part of the Trustee as are specifically set
forth in this Article 10, and no implied covenants or obligations with respect
to the holders of Senior Debt shall be read into this Indenture against the
Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Debt, and shall not be liable to any such holders if the
Trustee shall pay over or distribute to or on behalf of Holders or the Company
or any other Person money or assets to which any holders of Senior Debt shall be
entitled by virtue of this Article 10, except if such payment is made as a
result of the willful misconduct or gross negligence of the Trustee.

SECTION 10.06. NOTICE BY COMPANY.

         The Company shall promptly notify the Trustee and the Paying Agent of
any facts known to the Company that would cause a payment of any Subordinated
Note Obligations to violate this Article 10, but failure to give such notice
shall not affect the subordination of the Notes to the Senior Debt as provided
in this Article 10.

SECTION 10.07. SUBROGATION.

         After all Senior Debt is paid in full in cash or cash equivalents and
until the Notes are paid in full in cash, Holders of Notes shall be subrogated
(equally and ratably with all other Indebtedness pari passu with the Notes) to
the rights of holders of Senior Debt to receive distributions applicable to
Senior Debt to the extent that distributions otherwise payable to the Holders of
Notes have been applied to the payment of Senior Debt. A distribution made under
this Article 10 to holders of Senior Debt that otherwise would have been made to
Holders of Notes is not, as between the Company and Holders, a payment by the
Company on the Senior Debt.

SECTION 10.08. RELATIVE RIGHTS.

         This Article 10 defines the relative rights of Holders of Notes and
holders of Senior Debt. Nothing in this Indenture shall:

         (a)      impair, as between the Company and Holders of Notes, the
                  obligation of the Company, which is absolute and
                  unconditional, to pay principal of, premium, if any, and
                  interest on the Notes in accordance with their terms;

         (b)      affect the relative rights of Holders of Notes and creditors
                  of the Company other than their rights in relation to holders
                  of Senior Debt; or

         (c)      prevent the Trustee or any Holder of Notes from exercising its
                  available remedies upon a Default or Event of Default, subject
                  to the rights of holders and owners of Senior Debt to receive
                  distributions and payments otherwise payable to Holders of
                  Notes.

         If the Company fails because of this Article 10 to pay principal of,
premium, if any, or interest on a Note on the due date, the failure is
nevertheless a Default or an Event of Default.


                                       63
<PAGE>   70
SECTION 10.09. SUBORDINATION MAY NOT BE IMPAIRED BY COMPANY.

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

SECTION 10.10. DISTRIBUTION OR NOTICE TO REPRESENTATIVE.

         Whenever a distribution is to be made or a notice given to holders of
Senior Debt, the distribution may be made and the notice given to their
representative.

         Upon any payment or distribution of assets of the Company referred to
in this Article 10, the Trustee and the Holders of Notes shall be entitled to
rely upon any order or decree made by any court of competent jurisdiction or
upon any certificate of such representative or of the liquidating trustee or
agent or other Person making any distribution to the Trustee or to the Holders
of Notes for the purpose of ascertaining the Persons entitled to participate in
such distribution, the holders of the Senior Debt and other Indebtedness of the
Company, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article 10.

SECTION 10.11. RIGHTS OF TRUSTEE AND PAYING AGENT.

         Notwithstanding the provisions of this Article 10 or any other
provision of this Indenture, the Trustee shall not be charged with knowledge of
the existence of any facts that would prohibit the making of any payment or
distribution by the Trustee, and the Trustee and the Paying Agent may continue
to make payments on the Notes, unless the Trustee shall have received at its
Corporate Trust Office at least two Business Days prior to the date of such
payment written notice of facts that would cause the payment of any Subordinated
Note Obligations to violate this Article 10. Only the Company or a
representative may give the notice. Nothing in this Article 10 shall impair the
claims of, or payments to, the Trustee under or pursuant to Section 7.07 hereof.

         The Trustee in its individual or any other capacity may hold Senior
Debt with the same rights it would have if it were not Trustee. Any Agent may do
the same with like rights.

SECTION 10.12. AUTHORIZATION TO EFFECT SUBORDINATION.

         Each Holder of Notes, by the Holder's acceptance thereof, authorizes
and directs the Trustee on such Holder's behalf to take such action as may be
necessary or appropriate to effectuate the subordination as provided in this
Article 10, and appoints the Trustee to act as such Holder's attorney-in-fact
for any and all such purposes. If the Trustee does not file a proper proof of
claim or proof of debt in the form required in any proceeding relating to any
Bankruptcy Law at least 30 days before the expiration of the time to file such
claim, a representative of Designated Senior Debt is hereby authorized to file
an appropriate claim for and on behalf of the Holders of the Notes.

SECTION 10.13. NO WAIVER OF SUBORDINATION PROVISIONS.

         (a)      No right of any present or future holder of any Senior Debt to
enforce subordination as herein provided shall at any time in any way be
prejudiced or impaired by any act or failure to act, in good faith, by any such
holder.

         (b)      Without in any way limiting the generality of paragraph (a) of
this Section 10.13, the holders of Senior Debt may, at any time and from time to
time, without the consent of or notice to the Trustee or the Holders, without
incurring responsibility to the Holders of the Notes and without


                                       64
<PAGE>   71
impairing or releasing the subordination provided in this Article 10 or the
obligations hereunder of the Holders to the holders of Senior Debt, do any one
or more of the following: (1) change the manner, place or terms of payment or
extend the time of payment of, or renew or alter, any Senior Debt or any
instrument evidencing the same or any agreement under which Senior Debt is
outstanding; (2) sell, exchange, release or otherwise deal with any property
pledged, mortgaged or otherwise securing Senior Debt; (3) release any Person
liable in any manner for the collection of Senior Debt; and (4) exercise or
refrain from exercising any rights against the Company and any other Person.

SECTION 10.14. CERTAIN DEFINITIONS.

         For purposes of this Section 10, the terms "distribution" and "payment"
include payments, distributions and other transfers of assets by or on behalf of
the Company (including redemptions, repurchases or other acquisitions of the
Notes) from any source, of any kind or character, whether direct or indirect, by
set-off or otherwise, whether in cash, property or securities.


                                   ARTICLE 11
                           SATISFACTION AND DISCHARGE

SECTION 11.01 SATISFACTION AND DISCHARGE OF INDENTURE.

         This Indenture shall be discharged and will cease to be of further
effect as to all Notes issued hereunder, when either

         (a)      all such Notes theretofore authenticated and delivered (except
                  lost, stolen or destroyed Notes which have been replaced or
                  paid and Notes for whose payment money has theretofore been
                  deposited in trust and thereafter repaid to the Company) have
                  been delivered to the Trustee for cancellation; or

         (b)      (i)      all such Notes not theretofore delivered to such
                           Trustee for cancellation have become due and payable
                           by reason of the making of a notice of redemption or
                           otherwise or will become due and payable within one
                           year and the Company or a Guarantor, if any, has
                           irrevocably deposited or caused to be deposited with
                           such Trustee as trust funds in trust an amount of
                           money sufficient to pay and discharge the entire
                           Indebtedness on such Notes not theretofore delivered
                           to the Trustee for cancellation for principal,
                           premium, if any, and accrued interest to the date of
                           maturity or redemption;

                  (ii)     no Default or Event of Default with respect to this
                           Indenture or the Notes shall have occurred and be
                           continuing on the date of such deposit or shall occur
                           as a result of such deposit and such deposit will not
                           result in a breach or violation of, or constitute a
                           default under, any other instrument to which the
                           Company or a Guarantor, if any, is a party or by
                           which the Company or a Guarantor, if any, is bound;

                  (iii)    the Company or a Guarantor, if any, has paid or
                           caused to be paid all sums payable by it under this
                           Indenture; and

                  (iv)     the Company has delivered irrevocable instructions to
                           the Trustee under this Indenture to apply the
                           deposited money toward the payment of such Notes at
                           maturity or the redemption date, as the case may be.


                                       65
<PAGE>   72
         In addition, the Company must deliver an Officers' Certificate and an
Opinion of Counsel to the Trustee stating that all conditions precedent to
satisfaction and discharge have been satisfied.

SECTION 11.02 APPLICATION OF TRUST MONEY

         Subject to the provisions of the last paragraph of Section 4.03 hereof,
all money deposited with the Trustee pursuant to Section 11.01 hereof shall be
held in trust and applied by it, in accordance with the provisions of the Notes
and this Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as Paying Agent) as the Trustee may determine, to
Persons entitled thereto, of the principal (and premium, if any) and interest
for whose payment such money has been deposited with the Trustee.

         If the Trustee or Paying Agent is unable to apply any money or
Government Securities in accordance with Section 11.01 hereof by reason of any
legal proceeding or by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, the Company's obligations under this Indenture and the Notes shall
be revived and reinstated as though such deposit had occurred pursuant to
Section 11.01 hereof; provided that if the Company has made any payment of
principal of, premium, if any, or interest on any Notes because of the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Notes to receive such payment from the money or
Government Securities held by the Trustee or Paying Agent.


                                   ARTICLE 12
                                  MISCELLANEOUS

SECTION 12.01. CONFLICT OF ANY PROVISION OF INDENTURE WITH TIA.

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

SECTION 12.02. NOTICES.

         Any notice or communication by the Company, any Guarantor or the
Trustee to the others is duly given if in writing and delivered in Person or
mailed by first class mail (registered or certified, return receipt requested),
telecopier or overnight air courier guaranteeing next day delivery, to the
others' address:

         If to the Company or any Guarantor:

                  DecisionOne Corporation
                  50 East Swedesford Road
                  Frazer, Pennsylvania 19355
                  Attention:  Thomas M. Molchan, Esq.
                  Facsimile:  (610) 296-6000


                                       66
<PAGE>   73
         With a copy to:

                  Davis Polk & Wardwell
                  450 Lexington Avenue
                  New York, New York 10017
                  Attention:  Richard D. Truesdell, Esq.
                  Facsimile:  (212) 450-4800

         If to the Trustee:

                  State Street Bank and Trust Company
                  777 Main Street, 11th Floor
                  Hartford, Connecticut 06115
                  Attention: Corporate Trust Department
                  Facsimile: (860) 986-7920

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

         All notices and communications (other than those sent to Holders) shall
be deemed to have been duly given: at the time delivered by hand, if personally
delivered; five Business Days after being deposited in the mail, postage
prepaid, if mailed; when answered back, if telexed; when receipt acknowledged,
if telecopied; and the next Business Day after timely delivery to the courier,
if sent by overnight air courier guaranteeing next day delivery.

         Any notice or communication to a Holder shall be mailed by first class
mail, certified or registered, return receipt requested, or by overnight air
courier guaranteeing next day delivery to its address shown on the register kept
by the Registrar. Any notice or communication shall also be so mailed to any
Person described in TIA Section 313(c), to the extent required by the TIA.
Failure to mail a notice or communication to a Holder or any defect in it shall
not affect its sufficiency with respect to other Holders.

         If a notice or communication is mailed in the manner provided above
within the time prescribed, it is duly given, whether or not the addressee
receives it.

         If the Company mails a notice or communication to Holders, it shall
mail a copy to the Trustee and each Agent at the same time.

SECTION 12.03. COMMUNICATION BY HOLDERS OF NOTES WITH OTHER HOLDERS OF NOTES.

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

SECTION 12.04. CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

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

         (a)      an Officers' Certificate in form and substance reasonably
                  satisfactory to the Trustee (which shall include the
                  statements set forth in Section 1.05 hereof) stating that, in
                  the


                                       67
<PAGE>   74
                  opinion of the signers, all conditions precedent and
                  covenants, if any, provided for in this Indenture relating to
                  the proposed action have been satisfied; and

         (b)      an Opinion of Counsel in form and substance reasonably
                  satisfactory to the Trustee (which shall include the
                  statements set forth in Section 1.05 hereof) stating that, in
                  the opinion of such counsel, all such conditions precedent and
                  covenants have been satisfied.

SECTION 12.05. LEGAL HOLIDAYS.

         In any case where any interest payment date, any date established for
payment of defaulted interest pursuant to Section 2.12 hereof, or any maturity
date with respect to any Note shall not be a Business Day, then (notwithstanding
any other provisions of this Indenture, the Notes or any Subsidiary Guarantee)
payment of interest or principal (and premium, if any) need not be made on such
date but may be made on the next succeeding Business Day with the same force and
effect as if made on the interest payment date or date established for payment
of defaulted interest pursuant to Section 2.12 hereof or the maturity date, as
applicable, and no interest shall accrue with respect to such payment for the
period from and after such interest payment date or date established for payment
of defaulted interest pursuant to Section 2.12 or maturity date , as the case
may be, to the next succeeding Business Day.

SECTION 12.06. NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND
STOCKHOLDERS.

         No director, officer, employee, incorporator or stockholder of the
Company or any Guarantor, if any, shall have any liability for any obligations
of the Company or the Guarantors, if any, under the Notes, the Subsidiary
Guarantees, if any, or this Indenture or for any claim based on, in respect of,
or by reason of such obligations or their creation. Each Holder of the Notes by
accepting a Note waives and releases all such liability. The waiver and release
are part of the consideration for issuance of the Notes. Such waiver may not be
effective to waive liabilities under the federal securities laws and it is the
view of the Commission that such a waiver is against public policy.

SECTION 12.07. GOVERNING LAW.

         THIS INDENTURE, THE NOTES AND THE SUBSIDIARY GUARANTEES, IF ANY, SHALL
BE, GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE
OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF.

SECTION 12.08. NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

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

SECTION 12.09. SUCCESSORS AND ASSIGNS.

         All covenants and agreements in this Indenture by the Company shall
bind its respective successors and assigns, whether so expressed or not. All
covenants and agreements in this Indenture by the Trustee shall bind its
respective successors and assigns, whether so expressed or not.


                                       68
<PAGE>   75
SECTION 12.10. SEVERABILITY.

         In case any provision in this Indenture or in the Notes shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 12.11. COUNTERPART ORIGINALS.

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

SECTION 12.12. TABLE OF CONTENTS, HEADINGS, ETC.

         The Table of Contents, Cross-Reference Table and Headings of the
Articles and Sections of this Indenture have been inserted for convenience of
reference only, are not to be considered a part of this Indenture and shall in
no way modify or restrict any of the terms or provisions hereof.




                         [Signatures on following page]


                                       69
<PAGE>   76
         IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed in New York, New York as of the day and year first above written.


                                       DECISIONONE CORPORATION


Dated:  August 7, 1997                 By:_________________________________
                                       Name:
                                       Title:



                                       STATE STREET BANK AND TRUST COMPANY

Dated:  August 7, 1997                 By:_________________________________
                                       Name:
                                       Title:


                                       70
<PAGE>   77
                                    EXHIBIT A
                                 (Face of Note)


[Unless and until it is exchanged in whole or in part for Notes in definitive
form, this Note may not be transferred except as a whole by the Depositary to a
nominee of the Depositary or by a nominee of the Depositary to the Depositary or
another nominee of the Depositary or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary. The Depository
Trust Company shall act as the Depositary until a successor shall be appointed
by the Company. Unless this certificate is presented by an authorized
representative of The Depository Trust Company (55 Water Street, New York, New
York) ("DTC"), to the Company or its agent for registration of transfer,
exchange or payment, and any certificate issued is registered in the name of
Cede & Co. or such other name as may be requested by an authorized
representative of DTC (and any payment is made to Cede & Co. or such other
entity as may be requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.(1)


                    9 3/4% Senior Subordinated Notes due 2007



No.                                                                   Cusip No:


                             DECISIONONE CORPORATION


promises to pay to Cede & Co. or registered assigns, the principal sum of
$_________________ (_______________________________ Dollars) on August 1, 2007.

                 Interest Payment Dates: February 1 and August 1
                      Record Dates: January 15 and July 15

                                       DECISIONONE CORPORATION


                                       By:______________________________
                                       Name:
                                       Title:

----------
(1)      This paragraph should be included only if the Note is issued in global
         form.


                                       A-1
<PAGE>   78
This is one of the 9 3/4% Senior
Subordinated Notes due 2007
referred to in the within-mentioned Indenture:

STATE STREET BANK AND TRUST COMPANY,
as Trustee



By: _____________________________
       Authorized Signature


                                       A-2
<PAGE>   79
                                 (Back of Note)
                    9 3/4% Senior Subordinated Notes due 2007

Capitalized terms used herein shall have the meanings assigned to them in the
Indenture referred to below.

1. INTEREST. DecisionOne Corporation, a Delaware corporation (the "Company"),
promises to pay interest on the principal amount of this Note at 9 3/4% per
annum from August 7, 1997 until August 1, 2007. The Company shall pay interest
semi-annually in arrears on February 1 and August 1 of each year, or if any such
day is not a Business Day, on the next succeeding Business Day (each an
"Interest Payment Date"). Interest on the Notes will accrue from the most recent
date to which interest has been paid or, if no interest has been paid, from the
Closing Date; provided that if there is no existing Default in the payment of
interest, and if this Note is authenticated between a record date referred to on
the face hereof and the next succeeding Interest Payment Date, interest shall
accrue from such next succeeding Interest Payment Date; provided, further, that
the first Interest Payment Date shall be February 1, 1998. The Company shall pay
interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal and premium, if any, from time to time on
demand at a rate equal to the per annum rate on the Notes then in effect; it
shall pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest (without regard to any
applicable grace periods) from time to time on demand at the same rate to the
extent lawful. Interest will be computed on the basis of a 360-day year of
twelve 30-day months.

2. METHOD OF PAYMENT. The Company will pay interest on the Notes (except
defaulted interest) to the Persons who are registered Holders of Notes at the
close of business on January 15 and July 15 next preceding the Interest Payment
Date, even if such Notes are cancelled after such record date and on or before
such Interest Payment Date, except as provided in Section 2.12 of the Indenture
with respect to defaulted interest. The Notes will be payable as to principal,
premium, if any, and interest at the office or agency of the Company maintained
for such purpose within or without the City and State of New York, or, at the
option of the Company, payment of interest may be made by check mailed to the
Holders at their addresses set forth in the register of Holders; provided that
all payments with respect to Notes represented by one or more permanent global
Notes will be paid by wire transfer of immediately available funds to the
account of the Depository Trust Company or any successor thereto. Such payment
shall be in such coin or currency of the United Sates of America as at the time
of payment is legal tender for payment of public and private debts.

3. PAYING AGENT AND REGISTRAR. Initially, State Street Bank and Trust Company,
the Trustee under the Indenture, will act as Paying Agent and Registrar. The
Notes may be presented for registration of transfer and exchange at the offices
of the Registrar. The Company may change any Paying Agent or Registrar without
notice to any Holder. The Company or any of its Subsidiaries may act in any such
capacity.

4. INDENTURE. The Company issued the Notes under an Indenture dated as of August
7, 1997 (the "Indenture") between the Company and the Trustee. The terms of the
Notes include those stated in the Indenture and those made part of the Indenture
by reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code
SectionSection 77aaa-77bbbb). The Notes are subject to all such terms, and
Holders are referred to the Indenture and such Act for a statement of such
terms. The


                                       A-3
<PAGE>   80
Notes are general unsecured obligations of the Company limited to $150,000,000
in aggregate principal amount.

5. OPTIONAL REDEMPTION. Except as set forth in the next paragraph, the Notes
will not be redeemable at the Company's option prior to August 1, 2002.
Thereafter, the Notes will be subject to redemption at the option of the
Company, in whole or in part, upon not less than 30 nor more than 60 days'
written notice, at the redemption prices (expressed as a percentage of principal
amount) set forth below, together with accrued and unpaid interest thereon, to
the applicable redemption date, if redeemed during the twelve-month period
beginning on August 1 of each of the years indicated below:

<TABLE>
<CAPTION>
         YEAR                                                     REDEMPTION
                                                                     PRICE
<S>                                                               <C>     
         2002 .................................................    104.875%
         2003 .................................................    103.250%
         2004 .................................................    101.625%
         2005 and thereafter ..................................    100.000%
</TABLE>


         In addition, prior to August 1, 2000, the Company may, at its option,
on any one or more occasions redeem up to 35% of the original aggregate
principal amount of Notes at a redemption price equal to 109.750% of the
principal amount thereof, plus accrued and unpaid interest thereon to the
redemption date, with the net cash proceeds of one or more Equity Offerings by
(i) the Company or (ii) Holdings to the extent the net cash proceeds thereof are
contributed to the Company as a capital contribution to the common equity of the
Company; provided that at least 65% of the original aggregate principal amount
of Notes remains outstanding immediately after the occurrence of each such
redemption; and provided, further that any such redemption shall occur within 90
days of the date of closing of each such Equity Offering.

6. MANDATORY REDEMPTION. Other than as set forth in paragraph 8, the Company
shall not be required to make mandatory redemption or sinking fund payments with
respect to the Notes.

7. NOTICE OF REDEMPTION. Notice of redemption will be mailed at least 30 days
but not more than 60 days before the redemption date to each Holder whose Notes
are to be redeemed at its registered address. Notes may be redeemed in part but
only in whole multiples of $1,000. On and after the redemption date interest
ceases to accrue on Notes or portions thereof called for redemption.

8. REPURCHASE AT OPTION OF HOLDERS. (a) Upon the occurrence of a Change of
Control, the Company shall make an offer (a "Change of Control Offer") to
repurchase all or any part (equal to $1,000 or an integral multiple thereof) of
the Notes at a price in cash equal to 101% of the aggregate principal amount
thereof plus accrued and unpaid interest, if any, to the date of purchase (the
"Change of Control Payment"). Within 30 days following any Change of Control,
the Company shall mail a notice to each Holder of Notes issued under the
Indenture, with a copy to the Trustee, containing the information set forth in
Section 4.09 of the Indenture. Holders of Notes that are subject to an offer to
purchase may elect to have such Notes purchased by completing the form entitled
"Option of Holder to Elect Purchase" on the reverse side of this Note.

         (b)      Within 365 days after the Company's or any Restricted
Subsidiary's receipt of any Net Proceeds from an Asset Sale, the Company or such
Restricted Subsidiary shall apply such


                                       A-4
<PAGE>   81
Net Proceeds (a) to permanently reduce Indebtedness under Senior Debt or
Guarantor Senior Debt (and to correspondingly reduce commitments with respect
thereto), to permanently reduce Indebtedness of a Restricted Subsidiary that is
not a Guarantor or Pari Passu Indebtedness (provided that if the Company shall
so repay Pari Passu Indebtedness, it will equally and ratably reduce
Indebtedness under the Notes if the Notes are then redeemable or, if the Notes
may not be then redeemed, the Company shall make an offer pursuant to Section
3.10 of the Indenture to purchase at 100% of the principal amount thereof the
amount of Notes that would otherwise be redeemed or (b) to an investment in
property, capital expenditures or assets that are used or useful in a Permitted
Business, or Capital Stock of any Person primarily engaged in a Permitted
Business if, as a result of the acquisition by the Company or any Restricted
Subsidiary thereof, such Person becomes a Restricted Subsidiary. Any Net
Proceeds from Asset Sales that are not applied or invested as provided in the
preceding sentence of this paragraph will be deemed to constitute "Excess
Proceeds." When the aggregate amount of Excess Proceeds exceeds $15.0 million,
the Company shall be required to make an Asset Sale Offer to purchase the
maximum principal amount of Notes 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 thereon to the date of purchase,
in accordance with the procedures set forth in Section 3.10 of the Indenture. To
the extent that the aggregate amount of Notes 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
Notes surrendered by holders thereof exceeds the amount of Excess Proceeds, the
Trustee shall select the Notes to be purchased on a pro rata basis. Upon
completion of such Asset Sale Offer, the amount of Excess Proceeds shall be
reset at zero.

9. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form without
coupons in denominations of $1,000 and integral multiples of $1,000. The
transfer of Notes may be registered and Notes may be exchanged as provided in
the Indenture. The Registrar and the Trustee may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and to pay
any taxes and fees required by law or permitted by the Indenture. Neither the
Company nor the Registrar need exchange or register the transfer of any Note or
portion of a Note selected for redemption. Also, neither the Company nor the
Registrar need exchange or register the transfer of any Notes for a period of 15
days before a selection of Notes to be redeemed.

10. PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated as its
owner for all purposes.

11. SUBORDINATION. Each Holder by accepting a Note agrees that the payment of
principal of, premium, if any, and interest on each Note is subordinated in
right of payment, to the extent and in the manner provided in Article 10 of the
Indenture, to the prior payment in full in cash or cash equivalents of all
Senior Debt (whether outstanding on the date of the Indenture or thereafter
created, incurred, assumed or guaranteed; provided that such creation,
incurrence, assumption or guarantee is in accordance with the provisions set
forth in the Indenture), and this subordination provision is for the benefit of
the holders of Senior Debt.

12. AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the
Indenture, the Notes or any Subsidiary Guarantee may be amended or supplemented
with the consent of the Holders of at least a majority in principal amount of
the then outstanding Notes, and, subject to the terms of the Indenture and any
applicable Subsidiary Guarantee, any existing default (other than a default in
the payment of the principal of, premium, if any, or interest on, the Notes) or
compliance with any provision of the Indenture, the Notes or any Subsidiary
Guarantee may be


                                      A-5
<PAGE>   82
waived with the consent of the Holders of a majority in principal amount of the
then outstanding Notes. Without the consent of any Holder, the Indenture, the
Notes and any Subsidiary Guarantee may be amended or supplemented to cure any
ambiguity, defect or inconsistency, to provide for uncertificated Notes in
addition to or in place of certificated Notes, to comply with Article 5 of the
Indenture, to provide for the assumption of the Company's or any Guarantor's
obligations to Holders of the Notes, to make any change that would provide any
additional rights or benefits to the Holders of the Notes or that does not
adversely affect the legal rights under the Indenture of any such Holder, to add
covenants for the benefit of the Holders or to surrender any right or power
conferred upon the Company, to comply with the requirements of the Commission in
order to effect or maintain the qualification of the Indenture under the TIA, to
add a Guarantor under the Indenture, or to provide for the appointment of a
successor trustee in compliance with the requirements of Section 7.08 of the
Indenture.

13. DEFAULTS AND REMEDIES. Each of the following constitutes an "Event of
Default": (a) default for 30 days in the payment when due of interest on the
Notes (whether or not prohibited by Article 10 of the Indenture); (b) default in
payment when due of principal or premium, if any, on the Notes at maturity, upon
redemption or otherwise (whether or not prohibited by Article 10 of the
Indenture); (c) failure by the Company or any Guarantor for 30 days after
receipt of notice from the Trustee or Holders of at least 30% in principal
amount of the Notes then outstanding to comply with the provisions of Sections
3.10, 4.09, 4.10, 4.11, 4.12 or Article 5 of the Indenture; (d) failure by the
Company or any Guarantor for 60 days after notice from the Trustee or the
Holders of at least 30% in principal amount of the Notes then outstanding to
comply with its other agreements in the Indenture or the Notes; (e) default
under any mortgage, indenture or instrument under which there may be issued or
by which there may be secured or evidenced any Indebtedness for money borrowed
by the Company or any of its Restricted Subsidiaries (or the payment of which is
guaranteed by the Company or any of its Restricted Subsidiaries) whether such
Indebtedness or guarantee now exists, or is created after the date of the
Indenture, which default (i) is caused by a failure to pay Indebtedness at its
stated final maturity (after giving effect to any applicable grace period
provided in such Indebtedness) (a "Payment Default") or (ii) results in the
acceleration of such Indebtedness prior to its stated final maturity and, in
each case, the principal amount of any such Indebtedness, together with the
principal amount of any other such Indebtedness under which there has been a
Payment Default or the maturity of which has been so accelerated, aggregates
$20.0 million or more; (f) failure by the Company or any of its Restricted
Subsidiaries to pay final judgments aggregating in excess of $20.0 million (net
of any amounts with respect to which a reputable and creditworthy insurance
company has acknowledged liability in writing), which judgments are not paid,
discharged or stayed within 60 days after their entry; (g) certain events of
bankruptcy with respect to the Company or any of its Restricted Subsidiaries
that is a Significant Subsidiary; and (h) the termination of any Subsidiary
Guarantee for any reason not permitted by this Indenture, or the denial of any
Guarantor or any Person acting on behalf of any Guarantor of such Guarantor's
obligations under its respective Subsidiary Guarantee.

         If an Event of Default occurs and is continuing under the Indenture,
the Trustee or the Holders of at least 30% in principal amount of the then
outstanding Notes may declare all the Notes to be due and payable immediately;
provided, however, that, so long as any Indebtedness permitted to be incurred
pursuant to the New Credit Facility shall be outstanding, no such acceleration
shall be effective until the earlier of (i) acceleration of any such
Indebtedness under the New Credit Facility or (ii) five business days after the
giving of written notice to the Company and the representative under the New
Credit Facility of such acceleration. Notwithstanding the foregoing, in the case
of an Event of Default arising under clause (f) or (g) of the preceding
paragraph, all outstanding Notes will become due and payable without further


                                      A-6
<PAGE>   83
action or notice. Holders of the Notes may not enforce the Indenture or the
Notes except as provided under the Indenture. Subject to certain limitations,
Holders of a majority in principal amount of the then outstanding Notes may
direct the Trustee in its exercise of any trust or power. In the event of a
declaration of acceleration of the Notes because an Event of Default has
occurred and is continuing as a result of the acceleration of any Indebtedness
described in clause (e) of Section 6.01 of the Indenture, the declaration of
acceleration of the Notes shall be automatically annulled if the holders of any
Indebtedness described in clause (e) of Section 6.01 of the Indenture have
rescinded the declaration of acceleration in respect of such Indebtedness within
30 days of the date of such declaration and if (y) the annulment of the
acceleration of the Notes would not conflict with any judgment or decree of a
court of competent jurisdiction and (z) all existing Events of Default, except
nonpayment of principal or interest on the Notes that became due solely because
of the acceleration of the Notes, have been cured or waived. The Trustee may
withhold from Holders of Notes notice of any continuing Default or Event of
Default (except a Default or Event of Default relating to the payment of
principal, premium, if any, or interest) if it determines that withholding
notice is in their interest. In addition, the Trustee shall have no obligation
to accelerate the Notes if in the best judgment of the Trustee acceleration is
not in the best interest of the Holders of such Notes.

14. TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its individual or any other
capacity, may make loans to, accept deposits from, and perform services for the
Company, and may otherwise deal with the Company, as if it were not the Trustee.

15. NO RECOURSE AGAINST OTHERS. A director, officer, employee or stockholder, as
such, of the Company shall not have any liability for any obligations of the
Company under these Notes or the Indenture or for any claim based on, in respect
of or by reason of such obligations or their creation. Each Holder by accepting
any of these Notes waives and releases all such liability.

16. AUTHENTICATION. This Note shall not be valid until authenticated by the
manual signature of the Trustee or an authenticating agent.

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

18. CUSIP NUMBERS. Pursuant to a recommendation promulgated by the Committee on
Uniform Security Identification Procedures, the Company has caused CUSIP numbers
to be printed on the Notes and the Trustee may use CUSIP numbers in notices of
redemption as a convenience to Holders. No representation is made as to the
accuracy of such numbers either as printed on the Notes or as contained in any
notice of redemption and reliance may be placed only on the other identification
numbers placed thereon.

19. GOVERNING LAW. The internal law of the State of New York shall govern and be
used to construe the terms of this Note.

         The Company shall furnish to any Holder upon written request and
without charge a copy of the Indenture. Requests may be made to:

DecisionOne Corporation
50 East Swedesford Road
Frazer, Pennsylvania 19355


                                      A-7
<PAGE>   84
Attention: General Counsel
Facsimile:  (610) 408-3820


                                      A-8
<PAGE>   85
                                 ASSIGNMENT FORM


       To assign this Note, fill in the form below: (I) or (we) assign and
                             transfer this Note to


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


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

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

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

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

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


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

Date:______________________

                                       Your Signature:__________________________
                    (Sign exactly as your name appears on the face of this Note)

Signature Guarantee.


                                      A-9
<PAGE>   86
                       OPTION OF HOLDER TO ELECT PURCHASE

         If you want to elect to have this Note purchased by the Company
pursuant to Section 4.09 or 4.10 of the Indenture, check the box below:

         [ ] Section 4.09                    [ ] Section 4.10

         If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.09 or Section 4.10 of the Indenture, state the
amount you elect to have purchased: 

$____________


Date:______________                    Your Signature:__________________________
                                 (Sign exactly as your name appears on the Note)

                                       Tax Identification No.:__________________


Signature Guarantee.


                                      A-10
<PAGE>   87
                  SCHEDULE OF EXCHANGES OF DEFINITIVE NOTES(2)


         The following exchanges of a part of this global Note for Notes in
definitive form have been made:


<TABLE>
<CAPTION>
                                                                          Principal Amount of this       Signature of
                         Amount of decrease in     Amount of increase in         Global Note              authorized
                          Principal Amount of       Principal Amount of    following such decrease        officer of
   Date of Exchange        this Global Note          this Global Note           (or increase)              Trustee
----------------------  -----------------------  ------------------------ ------------------------       ------------
<S>                     <C>                      <C>                      <C>                            <C>
</TABLE>


--------
(2) This should be included only if the Note is issued in global form.


                                      A-11
<PAGE>   88
                                    EXHIBIT B

                      FORM OF SUPPLEMENTAL INDENTURE TO BE
                             DELIVERED BY GUARANTORS

         SUPPLEMENTAL INDENTURE (this "Supplemental Indenture") dated as of
____________________, between _____________________ (the "Guarantor"), a
subsidiary of DecisionOne Corporation (or its successor), a company incorporated
under the laws of the State of Delaware (the "Company"), and State Street Bank
and Trust Company, as trustee under the indenture referred to below (the
"Trustee").

                                W I T N E S E T H

    WHEREAS, the Company has heretofore executed and delivered to the Trustee an
indenture (the "Indenture"), dated as of August 7, 1997, providing for the
issuance of an aggregate principal amount at maturity of $150,000,000 of 9 3/4%
Senior Subordinated Notes due 2007 (the "Notes");

    WHEREAS, Section 4.12 of the Indenture provides that the Company may cause
the Guarantor to execute and deliver to the Trustee a subsidiary guarantee on
the terms and conditions set forth herein;

    WHEREAS, Section 4.15 of the Indenture provides that, under certain
circumstances, the Company is required to cause the Guarantor to execute and
deliver to the Trustee a Subsidiary Guarantee on the terms and conditions set
forth herein; and

    WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture.

    NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
Guarantor and the Trustee mutually covenant and agree for the equal and ratable
benefit of the Holders of the Notes as follows:

    1.  CAPITALIZED TERMS. Capitalized terms used herein without definition
shall have the meanings assigned to them in the Indenture.

    2.  INDENTURE PROVISION PURSUANT TO WHICH GUARANTEE IS GIVEN. This
Supplemental Indenture is being executed and delivered pursuant to Sections 4.12
and 4.15 of the Indenture.

    3.  AGREEMENTS TO GUARANTEE. The Guarantor hereby agrees as follows:

        (a) The Guarantor, jointly and severally with all other Guarantors, if
any, unconditionally guarantees to each Holder of a Note authenticated and
delivered by the Trustee and to the Trustee and its successors and assigns,
regardless of the validity and enforceability of the Indenture, the Notes and
the obligations of the Company under the Indenture and the Notes, that:

            (i) the principal of, premium, if any, and interest on the Notes
shall be promptly paid in full when due, whether at maturity, by acceleration,
redemption or otherwise, and interest on the overdue principal of, premium, if
any, and interest on the Notes, to the extent lawful, and all other obligations
of the Company to the Holders or the Trustee thereunder shall be promptly paid
in full, all in accordance with the terms thereof; and


                                      B-1
<PAGE>   89
            (ii) in case of any extension of time for payment or renewal of any
Notes or any of such other obligations, that the same shall be promptly paid in
full when due in accordance with the terms of the extension or renewal, whether
at stated maturity, by acceleration or otherwise.

    Notwithstanding the foregoing, in the event that this Subsidiary Guarantee
would constitute or result in a violation of any applicable fraudulent
conveyance or similar law of any relevant jurisdiction, the liability of the
Guarantor under this Supplemental Indenture and its Subsidiary Guarantee shall
be limited to such amount as will not, after giving effect thereto, and to all
other liabilities of the Guarantor, result in such amount constituting a
fraudulent transfer or conveyance.

    4.  EXECUTION AND DELIVERY OF SUBSIDIARY GUARANTEES

        (a) To evidence its Subsidiary Guarantee set forth in this Supplemental
Indenture, the Guarantor hereby agrees that a notation of such Subsidiary
Guarantee substantially in the form of Annex A hereto shall be endorsed by an
officer of such Guarantor on each Note authenticated and delivered by the
Trustee after the date hereof.

        (b) Notwithstanding the foregoing, the Guarantor hereby agrees that its
Subsidiary Guarantee set forth herein shall remain in full force and effect
notwithstanding any failure to endorse on each Note a notation of such
Subsidiary Guarantee.

        (c) If an officer whose signature is on this Supplemental Indenture or
on the Subsidiary Guarantee no longer holds that office at the time the Trustee
authenticates the Note on which a Subsidiary Guarantee is endorsed, the
Subsidiary Guarantee shall be valid nevertheless.

        (d) The delivery of the Note by the Trustee, after the authentication
thereof under the Indenture, shall constitute due delivery of the Subsidiary
Guarantee set forth in this Supplemental Indenture on behalf of the Guarantor.

        (e) The Guarantor hereby agrees that its obligations hereof shall be
unconditional, regardless of the validity, regularity or enforceability of the
Notes or the Indenture, the absence of any action to enforce the same, any
waiver or consent by any Holder of the Notes with respect to any provisions
hereof or thereof, the recovery of any judgement against the Company, any action
to enforce the same or any other circumstance which might otherwise constitute a
legal or equitable discharge or defense of a guarantor.

        (f) The Guarantor hereby waives diligence, presentment, demand of
payment, filing of claims with a court in the event of insolvency or bankruptcy
of the Company, any right to require a proceeding first against the Company,
protest, notice and all demands whatsoever and covenants that its Subsidiary
Guarantee made pursuant to this Supplemental Indenture will not be discharged
except by complete performance of the obligations contained in the Notes and the
Indenture or pursuant to Section 5(b) of this Supplemental Indenture.

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


                                      B-2
<PAGE>   90
        (h) The Guarantor hereby waives and will not in any manner whatsoever
claim or take the benefit or advantage of, any rights of reimbursement,
indemnity or subrogation or any other rights against the Company or any other
Guarantor as a result of any payment by such Guarantor under its Subsidiary
Guarantee. The Guarantor further agrees that, as between the Guarantors, on the
one hand, and the Holders and the Trustee, on the other hand:

            (i) the maturity of the obligations guaranteed hereby may be
accelerated as provided in Article Six of the Indenture for the purposes of the
Subsidiary Guarantee made pursuant to this Supplemental Indenture,
notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the obligations guaranteed hereby; and

            (ii) in the event of any declaration of acceleration of such
obligations as provided in Article Six, such obligations (whether or not due and
payable) shall forthwith become due and payable by the Guarantor for the purpose
of the Subsidiary Guarantee made pursuant to this Supplemental Indenture.

        (i) The Guarantor shall have the right to seek contribution from any
other non-paying Guarantor, if any, so long as the exercise of such right does
not impair the rights of the Holders under the Subsidiary Guarantee made
pursuant to this Supplemental Indenture.

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

    5.  GUARANTOR MAY CONSOLIDATE, ETC. ON CERTAIN TERMS

        (a) Except as set forth in Articles Four and Five of the Indenture,
nothing contained in the Indenture, this Supplemental Indenture or in the Notes
shall prevent any consolidation or merger of the Guarantor with or into the
Company or any other Guarantor or shall prevent any transfer, sale or conveyance
of the property of the Guarantor as an entirety or substantially as an entirety,
to the Company or any other Guarantor.

        (b) Except as set forth in Article Five of the Indenture, upon the sale
or disposition of all of the Capital Stock of the Guarantor by the Company or
the Subsidiary of the Company, or upon the consolidation or merger of the
Guarantor with or into any Person, or the sale of all or substantially all of
the assets of the Guarantor (in each case, other than to an Affiliate of the
Company), such Guarantor shall be deemed automatically and unconditionally
released and discharged from all obligations under this Subsidiary Guarantee
without any further action required on the part of the Trustee or any Holder if
no Default shall have occurred and be continuing; provided, that in the event of
an Asset Sale (including a sale of the Capital Stock of the Guarantor), the Net
Cash Proceeds therefrom are treated in accordance with Section 4.10 of the
Indenture. Except with respect to transactions set forth in the preceding
sentence, the Company and the Guarantor covenant and agree that upon any such
consolidation, merger or transfer of assets, the performance of all covenants
and conditions of this Supplemental Indenture to be performed by such Guarantor
shall be expressly assumed by supplemental indenture satisfactory in form to the
Trustee, by the corporation formed by such consolidation, or into which the
Guarantor shall have merged, or by the corporation which shall have acquired
such property. Upon receipt of an


                                      B-3
<PAGE>   91
Officers' Certificate of the Company or the Guarantor, as the case may be, to
the effect that the Company or such Guarantor has complied with the first
sentence of this Section 5(b), the Trustee shall execute any documents
reasonably requested by the Company or the Guarantor, at the cost of the Company
or such Guarantor, as the case may be, in order to evidence the release of such
Guarantor from its obligations under its Guarantee endorsed on the Notes and
under the Indenture and this Supplemental Indenture.

    6.  RELEASES UPON RELEASE OF GUARANTEE OF GUARANTEED INDEBTEDNESS.
Concurrently with the releasee or discharge of the Guarantor's guarantee of the
payment of [DESCRIBE INDEBTEDNESS THE GUARANTEE OF WHICH GAVE RISE TO THE
DELIVERY OF THIS SUPPLEMENTAL INDENTURE] ("Guaranteed Debt") (other than a
release or discharge by or as a result of payment under such guarantee of
Guaranteed Indebtedness), the Guarantor shall be automatically and
unconditionally released and relieved of its obligations under this Supplemental
Indenture and its Subsidiary Guarantee made pursuant to Section 4 of this
Supplemental Indenture. Upon delivery by the Company to the Trustee of an
Officer's Certificate to the effect that such release or discharge has occurred,
the Trustee shall execute any documents reasonably required in order to evidence
the release of the Guarantor from its obligations under this Supplemental
Indenture and its Subsidiary Guarantee made pursuant hereto; provided such
documents shall not affect or impair the rights of the Trustee and Paying Agent
under Section 7.07 of the Indenture.(3)

    7.  SUBORDINATION.

        (a) AGREEMENT TO SUBORDINATE. The Guarantor agrees, and each Holder by
accepting this Subsidiary Guarantee agrees, that the payment of the Subordinated
Note Obligations by the Guarantor shall be subordinated in right of payment, as
set forth in this Section 7, to the prior payment in full in cash or cash
equivalents of all Guarantor Senior Debt of such Guarantor whether outstanding
on the date hereof or hereafter incurred. For purposes of this Section 7, "cash
equivalents" means Government Securities maturing not more than 90 days from the
date of determination.

        (b) LIQUIDATION; DISSOLUTION; BANKRUPTCY. Upon any distribution to
creditors of the Guarantor in a liquidation or dissolution of the Guarantor or
in a bankruptcy, reorganization, insolvency, receivership or similar proceeding
relating to the Guarantor or its property, an assignment for the benefit of
creditors or any marshalling of the Guarantor's assets and liabilities, the
holders of Guarantor Senior Debt of the Guarantor shall be entitled to receive
payment in full in cash or cash equivalents of such Guarantor Senior Debt
(including interest after the commencement of any such proceeding at the rate
specified in the applicable Guarantor Senior Debt) before the Holders will be
entitled to receive any payment by the Guarantor with respect to the
Subordinated Note Obligations (except that holders of Notes may receive
Permitted Junior Indebtedness and payments made from the trusts described in
Article 8 of the Indenture), and until all Guarantor Senior Debt of the
Guarantor is paid in full in cash or cash equivalents, any distribution to which
the Holders of Notes would be entitled shall be made to the holders of such
Guarantor Senior Debt (except that holders of Notes may receive Permitted Junior
Securities and payments made from the trusts described in Article 8 of the
Indenture).

        (c) DEFAULT ON DESIGNATED SENIOR DEBT. The Guarantor may not make any
payment upon or in respect of the Subordinated Note Obligations (except
Permitted Junior Securities and payments made from the trusts described in
Article 8 of the Indenture) if: (i) a default in the payment of the principal of
(including reimbursement obligations in respect of letters of credit), premium,
if any, or interest on, or commitment fees related to Designated Senior Debt
occurs and is continuing beyond any applicable period

--------
(3) To be included if the Supplemental Indenture is executed and delivered
    pursuant to Section 4.15 of the Indenture.


                                      B-4
<PAGE>   92
of grace, or (ii) any other default occurs and is continuing with respect to
Designated Senior Debt of the Guarantor that permits holders of such Designated
Senior Debt as to which such default relates to accelerate its maturity and the
Trustee receives a notice of such default (a "Payment Blockage Notice") from the
Company or the holders of any Designated Senior Debt (or their representative).
Payments on Notes may and shall be resumed (a) in the case of a payment default,
upon the date on which such default is cured or waived and (b) in case of a
nonpayment default, the earlier of the date on which such nonpayment default is
cured or waived or 179 days after the date on which the applicable Payment
Blockage Notice is received, unless the maturity of any Designated Senior Debt
has been accelerated. No new period of payment blockage may be commenced unless
and until 360 days have elapsed since the effectiveness of the immediately prior
Payment Blockage Notice. No nonpayment default that existed or was continuing on
the date of delivery of any Payment Blockage Notice unless such default shall
have been cured or waived for a period of not less than 90 days.

    The Guarantor may and shall resume payments on the Notes (including any
missed payments): (a) in the case of a payment default described in clause (i)
above, upon the date on which such default is cured or waived or shall have
ceased to exist or such Designated Senior Debt shall have been discharged or
paid in full in cash or cash equivalents; and (b) in the case of a non-payment
default described in clause (ii) above, the earlier of (x) the date on which
such nonpayment default is cured or waived, (y) 179 days after the date on which
the applicable Payment Blockage Notice is received (each such period, the
"Payment Blockage Period") or (z) the date such Payment Blockage Period shall be
terminated by written notice to the Trustee from the requisite holders of such
Designated Senior Debt necessary to terminate such period or from their
representative.

        (d) ACCELERATION OF SECURITIES. If the Guarantor fails to make any
payment on the Notes when due or within any applicable grace period, whether or
not on account of the payment blockage provision referred to above, such failure
shall constitute an Event of Default and shall entitle the holders of the Notes
to accelerate the maturity thereof, subject to the terms of Section 6.02 of the
Indenture. The Guarantor shall promptly notify holders of Senior Debt if payment
of the Notes is accelerated because of an Event of Default.

        (e) WHEN DISTRIBUTION MUST BE PAID OVER. In the event that the Trustee
or any Holder receives any payment of any Subordinated Note Obligations at a
time when the Trustee or such Holder, as applicable, has actual knowledge that
such payment is prohibited by Section (b) or (c) above, such payment shall be
held by the Trustee or such Holder, in trust for the benefit of, and shall be
paid forthwith over and delivered, upon written request, to, the holders of
Guarantor Senior Debt of the Guarantor as their interests may appear or their
representative under the indenture or other agreement (if any) pursuant to which
such Guarantor Senior Debt may have been issued, as their respective interests
may appear, for application to the payment of all Obligations with respect to
such Guarantor Senior Debt remaining unpaid to the extent necessary to pay such
Obligations in full in accordance with their terms, after giving effect to any
concurrent payment or distribution to or for the holders of Guarantor Senior
Debt of the Guarantor.

    With respect to the holders of Senior Debt, the Trustee undertakes to
perform only such obligations on the part of the Trustee as are specifically set
forth in Article 10 of the Indenture, and no implied covenants or obligations
with respect to the holders of Senior Debt. In the event that any Holder
receives any payment of any Subordinated Note Obligations at any time when such
payment is prohibited by Section (b) or (c) above, such payment shall be held by
such Holder, in trust for the benefit of, and shall be paid forthwith over and
delivered, upon written request to, the Holders of Guarantor Senior Debt of the
Guarantor as their interest may appear or their representative under the
indenture or other agreement (if any) pursuant to which such Guarantor Senior
Debt may have been issued, as their interest may appear, for the application to
the payment of all Obligations with respect to such Guarantor Senior Debt


                                      B-5
<PAGE>   93
remaining unpaid to the extend necessary to pay such Obligations in full
accordance with their terms, after giving effect to any concurrent payment or
distribution to or for the holders of Guarantor Senior Debt of the Guarantor.

    With respect to the holders of Guarantor Senior Debt, the Trustee undertakes
to perform only such obligations on the part of the Trustee as are specifically
set forth in this Section 7, and no implied covenants or obligations with
respect to the holders of Senior Debt shall be read into this Indenture against
the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Guarantor Senior Debt, and shall not be liable to any such holders if
the Trustee shall pay over or distribute to or on behalf of Holders or the
Guarantor or any other Person money or assets to which any holders of Guarantor
Senior Debt shall be entitled by virtue of this Section 7, except if such
payment is made as a result of the willful misconduct or gross negligence of the
Trustee.

        (f) NOTICE BY GUARANTOR. The Guarantor shall promptly notify the Trustee
and the Paying Agent of any facts known to the Guarantor that would cause a
payment of any Subordinated Note Obligations to violate this Section 7, but
failure to give such notice shall not affect the subordination of this Guarantor
to Guarantor Senior Debt as provided in this Section 7.

        (g) SUBROGATION. After all Guarantor Senior Debt is paid in full in cash
or cash equivalents and until the Notes are paid in full in cash, Holders of
Notes shall be subrogated (equally and ratably with all other Indebtedness pari
passu with the Notes) to the rights of holders of Guarantor Senior Debt to
receive distributions applicable to Guarantor Senior Debt to the extent that
distributions otherwise payable to the Holders of Notes have been applied to the
payment of Guarantor Senior Debt. A distribution made under this Section 7 to
holders of Guarantor Senior Debt that otherwise would have been made to Holders
of Notes is not, as between the Guarantor and Holders, a payment by the
Guarantor on the Guarantor Senior Debt.

        (h) RELATIVE RIGHTS. This Section 7 defines the relative rights of
Holders of Notes and holders of Guarantor Senior Debt. Nothing in this
Subsidiary Guarantee shall: (1) impair, as between the Guarantor and Holders of
Notes, the obligation of the Guarantor, which is absolute and unconditional, to
pay principal of, premium, if any, and interest on the Notes in accordance with
their terms; (2) affect the relative rights of Holders of Notes and creditors of
the Guarantor other than their rights in relation to holders of Guarantor Senior
Debt; or (3) prevent the Trustee or any Holder of Notes from exercising its
available remedies upon a Default or Event of Default, subject to the rights of
holders and owners of Guarantor Senior Debt to receive distributions and
payments otherwise payable to Holders of Notes.

    If the Guarantor fails because of this Section 7 to pay principal of,
premium, if any, or interest on a Note on the due date, the failure is
nevertheless a Default or an Event of Default.

        (i) SUBORDINATION MAY NOT BE IMPAIRED BY GUARANTOR. No right of any
holder of Guarantor Senior Debt to enforce the subordination of the Indebtedness
evidenced by the Notes shall be impaired by any act or failure to act by the
Guarantor or any Holder or by the failure of the Guarantor or any Holder to
comply with this Indenture.

        (j) DISTRIBUTION OR NOTICE TO REPRESENTATIVE. Whenever a distribution is
to be made or a notice given to holders of Guarantor Senior Debt, the
distribution may be made and the notice given to their representative.

    Upon any payment or distribution of assets of the Guarantor referred to in
this Section 7, the Trustee and the Holders of Notes shall be entitled to rely
upon any order or decree made by any court of competent jurisdiction or upon any
certificate of such representative or of the liquidating trustee or agent


                                      B-6
<PAGE>   94
or other Person making any distribution to the Trustee or to the Holders of
Notes for the purpose of ascertaining the Persons entitled to participate in
such distribution, the holders of the Guarantor Senior Debt and other
Indebtedness of the Guarantor, the amount thereof or payable thereon, the amount
or amounts paid or distributed thereon and all other facts pertinent thereto or
to this Section 7.

        (k) RIGHTS OF TRUSTEE AND PAYING AGENT. Notwithstanding the provisions
of this Section 7 or any provision of the Indenture, the Trustee shall not be
charged with knowledge of the existence of any facts that would prohibit the
making of any payment or distribution by the Trustee, and the Trustee and the
Paying Agent may continue to make payments on the Notes, unless the Trustee
shall have received at its Corporate Trust Office at least two Business Days
prior to the date of such payment written notice of facts that would cause the
payment of any Subordinated Note Obligations to violate this Section 7. Only the
Guarantor or a representative may give the notice. Nothing in this Section 7
shall impair the claims of, or payments to, the Trustee under or pursuant to
Section 7.07 of the Indenture.

    The Trustee in its individual or any other capacity may hold Guarantor
Senior Debt with the same rights it would have if it were not Trustee. Any Agent
may do the same with like rights.

        (l) AUTHORIZATION TO EFFECT SUBORDINATION. Each Holder of Notes, by the
Holder's acceptance thereof, authorizes and directs the Trustee on such Holder's
behalf to take such action as may be necessary or appropriate to effectuate the
subordination as provided in this Section 7, and appoints the Trustee to act as
such Holder's attorney-in-fact for any and all such purposes. If the Trustee
does not file a proper proof of claim or proof of debt in the form required in
any proceeding relating to any Bankruptcy Law at least 30 days before the
expiration of the time to file such claim, a representative of Designated Senior
Debt is hereby authorized to file an appropriate claim for and on behalf of the
Holders of the Notes.

        (m) NO WAIVER OF SUBORDINATION PROVISIONS. No right of any present or
future holder of any Guarantor Senior Debt to enforce subordination as herein
provided shall at any time in any way be prejudiced or impaired by any act or
failure to act, in good faith, by any such holder. Without in any way limiting
the generality of the foregoing sentence of this Section 7(m), the holders of
Guarantor Senior Debt may, at any time and from time to time, without the
consent of or notice to the Trustee or the Holders, without incurring
responsibility to the Holders of the Notes and without impairing or releasing
the subordination provided in this Section 7 or the obligations hereunder of the
Holders to the holders of Guarantor Senior Debt, do any one or more of the
following: (1) change the manner, place or terms of payment or extend the time
of payment of, or renew or alter, any Guarantor Senior Debt or any instrument
evidencing the same or any agreement under which Guarantor Senior Debt is
outstanding; (2) sell, exchange, release or otherwise deal with any property
pledged, mortgaged or otherwise securing Guarantor Senior Debt; (3) release any
Person liable in any manner for the collection of Guarantor Senior Debt; and (4)
exercise or refrain from exercising any rights against the Company or any
Guarantor and any other Person.

        (n) CERTAIN DEFINITIONS. For purposes of this Section 7, the terms
"distribution" and "payment" include payments, distributions and other transfers
of assets by or on behalf of the Guarantor (including redemptions, repurchases
or other acquisitions of the Notes) from any source, of any kind or character,
whether direct or indirect, by set-off or otherwise, whether in cash, property
or securities.

    8.  NEW YORK LAW TO GOVERN. The internal law of the State of New York shall
govern and be used to construe this Supplemental Indenture.

    9.  COUNTERPARTS. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.


                                      B-7
<PAGE>   95
    10. EFFECT OF HEADINGS. The Section headings herein are for convenience only
and shall not effect the construction hereof.


                         [Signatures on following page]


                                      B-8
<PAGE>   96
    IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed and attested, all as of the date first above
written.

Dated:____________, _______________    [Guarantor]



                                       By:______________________________________
                                        Name:
                                        Title:


Dated:____________, _______________    as Trustee


                                       By:______________________________________
                                        Name:
                                        Title:


                                      B-9
<PAGE>   97
                        ANNEX A TO SUPPLEMENTAL INDENTURE

                FORM OF NOTATION OF SUBSIDIARY GUARANTEE ON NOTE


    Each Guarantor (as defined in the Indenture) has jointly and severally
unconditionally guaranteed (a) the due and punctual payment of the principal of,
premium, if any, and interest on the Notes, whether at stated maturity or an
Interest Payment Date, by acceleration, call for redemption or otherwise, (b)
the due and punctual payment of interest on the overdue principal and premium
of, and interest, to the extent lawful, on the Notes and (c) that in case of any
extension of time of payment or renewal of any Notes or any of such other
obligations, the same will be promptly paid in full when due in accordance with
the terms of the extension of renewal, whether at stated maturity, by
acceleration or otherwise.

    Notwithstanding the foregoing, in the event that the Subsidiary Guarantee
would constitute or result in a violation of any applicable fraudulent
conveyance or similar law of any relevant jurisdiction, the liability of the
Guarantor under its Subsidiary Guarantee shall be limited to such amount as will
not, after giving effect thereto, and to all other liabilities of the Guarantor,
result in such amount constituting a fraudulent transfer or conveyance.

    The Subsidiary Guarantee shall not be valid or obligatory for any purpose
until the certificate of authentication on the Note upon which the Subsidiary
Guarantee is noted shall have been executed by the Trustee under the Indenture
by the manual or facsimile signature of one of its authorized officers.


Dated:____________, _______________    [Guarantor]



                                       By:______________________________________
                                        Name:
                                        Title:




                                      B-10