<PAGE>

                                                                     EXHIBIT 4.1

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

                     COMMUNICATIONS & POWER INDUSTRIES, INC.
                                   as Issuer,

                          the GUARANTORS named herein,
                                 as Guarantors,

                                       and

                           BNY Western Trust Company,
                                   as Trustee

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

                                    INDENTURE

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

                          Dated as of January 23, 2004

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

                      8% Senior Subordinated Notes due 2012

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

<PAGE>

                              CROSS-REFERENCE TABLE

<TABLE>
<CAPTION>
Trust Indenture Act                                                                     Indenture
     Section                                                                             Section
     -------                                                                             -------
<S>                                                                                <C>
310  (a)(1)................................................................         7.10
     (a)(2)................................................................         7.10
     (a)(3)................................................................         N.A.
     (a)(4)................................................................         N.A.
     (a)(5)................................................................         7.08; 7.10
     (b)...................................................................         7.08; 7.10; 12.02
     (c)...................................................................         N.A.
311  (a)...................................................................         7.11
     (b)...................................................................         7.11
     (c)...................................................................         N.A.
312  (a)...................................................................         2.05
     (b)...................................................................         12.03
     (c)...................................................................         12.03
313  (a)...................................................................         7.06
     (b)(1)................................................................         7.06
     (b)(2)................................................................         7.06
     (c)...................................................................         7.06; 12.02
     (d)...................................................................         7.06
314  (a)...................................................................         4.06; 4.18; 12.02
     (b)...................................................................         N.A.
     (c)(1)................................................................         7.02; 12.04; 12.05
     (c)(2)................................................................         7.02; 12.04; 12.05
     (c)(3)................................................................         N.A.
     (d)...................................................................         N.A.
     (e)...................................................................         12.05
     (f)...................................................................         N.A.
315  (a)...................................................................         7.01(b); 7.02(a)
     (b)...................................................................         7.05; 12.02
     (c)...................................................................         7.01
     (d)...................................................................         6.05; 7.01(c)
     (e)...................................................................         6.11
316  (a)(last sentence)....................................................         2.09
     (a)(1)(A).............................................................         6.05
     (a)(1)(B).............................................................         6.04
     (a)(2)................................................................         9.02
     (b)...................................................................         6.07
     (c)...................................................................         9.05
317  (a)(1)................................................................         6.08
     (a)(2)................................................................         6.09
     (b)...................................................................         2.04
318  (a)...................................................................        12.01
     (c)...................................................................        12.01
</TABLE>

                            N.A. means Not Applicable

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

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
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<S>                                                                                                     <C>
                                                 ARTICLE ONE

                                 DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01.     Definitions........................................................................     1
SECTION 1.02.     Other Definitions..................................................................    32
SECTION 1.03.     Incorporation by Reference of Trust Indenture Act..................................    33
SECTION 1.04.     Rules of Construction..............................................................    33

                                                 ARTICLE TWO

                                                  THE NOTES

SECTION 2.01.     Form and Dating....................................................................    34
SECTION 2.02.     Execution, Authentication and Denomination; Additional Notes; Exchange Notes.......    35
SECTION 2.03.     Registrar and Paying Agent.........................................................    36
SECTION 2.04.     Paying Agent To Hold Assets in Trust...............................................    37
SECTION 2.05.     Holder Lists.......................................................................    37
SECTION 2.06.     Transfer and Exchange..............................................................    37
SECTION 2.07.     Replacement Notes..................................................................    38
SECTION 2.08.     Outstanding Notes..................................................................    38
SECTION 2.09.     Treasury Notes.....................................................................    39
SECTION 2.10.     Temporary Notes....................................................................    39
SECTION 2.11.     Cancellation.......................................................................    39
SECTION 2.12.     Defaulted Interest.................................................................    39
SECTION 2.13.     CUSIP and ISIN Numbers.............................................................    40
SECTION 2.14.     Deposit of Moneys..................................................................    40
SECTION 2.15.     Book-Entry Provisions for Global Notes.............................................    40
SECTION 2.16.     Special Transfer and Exchange Provisions...........................................    41

                                                ARTICLE THREE

                                                 REDEMPTION

SECTION 3.01.     Notices to Trustee.................................................................    45
SECTION 3.02.     Selection of Notes To Be Redeemed..................................................    45
SECTION 3.03.     Notice of Redemption...............................................................    46
SECTION 3.04.     Effect of Notice of Redemption.....................................................    47
SECTION 3.05.     Deposit of Redemption Price........................................................    47
SECTION 3.06.     Notes Redeemed in Part.............................................................    47
</TABLE>

                                      -i-
<PAGE>

<TABLE>
<CAPTION>
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                                                ARTICLE FOUR

                                                  COVENANTS

SECTION 4.01.     Payment of Notes...................................................................    48
SECTION 4.02.     Maintenance of Office or Agency....................................................    48
SECTION 4.03.     Corporate Existence................................................................    48
SECTION 4.04.     Payment of Taxes...................................................................    49
SECTION 4.05.     [Intentionally Omitted]............................................................    49
SECTION 4.06.     Compliance Certificate; Notice of Default..........................................    49
SECTION 4.07.     [Intentionally Omitted]............................................................    49
SECTION 4.08.     Waiver of Stay, Extension or Usury Laws............................................    49
SECTION 4.09.     Change of Control..................................................................    50
SECTION 4.10.     Limitations on Additional Indebtedness.............................................    52
SECTION 4.11.     Limitations on Restricted Payments.................................................    54
SECTION 4.12.     Limitations on Liens...............................................................    56
SECTION 4.13.     Limitations on Asset Sales.........................................................    56
SECTION 4.14.     Limitations on Transactions with Affiliates........................................    60
SECTION 4.15.     Limitations on Dividend and Other Restrictions Affecting
                      Restricted Subsidiaries........................................................    62
SECTION 4.16.     Additional Note Guarantees.........................................................    64
SECTION 4.17.     Limitation on Layering Indebtedness................................................    64
SECTION 4.18.     Reports to Holders.................................................................    64
SECTION 4.19.     Limitations on Designation of Unrestricted Subsidiaries............................    65
SECTION 4.20.     Limitation on the Issuance or Sale of Equity Interests of
                      Restricted Subsidiaries........................................................    67
SECTION 4.21.     Business Activities................................................................    67

                                                ARTICLE FIVE

                                            SUCCESSOR CORPORATION

SECTION 5.01.     Mergers, Consolidations, Etc.......................................................    67

                                                 ARTICLE SIX

                                            DEFAULT AND REMEDIES

SECTION 6.01.     Events of Default..................................................................    70
SECTION 6.02.     Acceleration.......................................................................    71
SECTION 6.03.     Other Remedies.....................................................................    72
SECTION 6.04.     Waiver of Past Defaults............................................................    73
SECTION 6.05.     Control by Majority................................................................    73
SECTION 6.06.     Limitation on Suits................................................................    73
SECTION 6.07.     Rights of Holders To Receive Payment...............................................    74
SECTION 6.08.     Collection Suit by Trustee.........................................................    74
</TABLE>

                                      -ii-
<PAGE>

<TABLE>
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<S>                                                                                                     <C>
SECTION 6.09.     Trustee May File Proofs of Claim...................................................    74
SECTION 6.10.     Priorities.........................................................................    74
SECTION 6.11.     Undertaking for Costs..............................................................    75

                                                ARTICLE SEVEN

                                                   TRUSTEE

SECTION 7.01.     Duties of Trustee..................................................................    75
SECTION 7.02.     Rights of Trustee..................................................................    76
SECTION 7.03.     Individual Rights of Trustee.......................................................    78
SECTION 7.04.     Trustee's Disclaimer...............................................................    78
SECTION 7.05.     Notice of Default..................................................................    78
SECTION 7.06.     Reports by Trustee to Holders......................................................    78
SECTION 7.07.     Compensation and Indemnity.........................................................    79
SECTION 7.08.     Replacement of Trustee.............................................................    80
SECTION 7.09.     Successor Trustee by Merger, Etc...................................................    81
SECTION 7.10.     Eligibility; Disqualification......................................................    81
SECTION 7.11.     Preferential Collection of Claims Against the Issuer...............................    81

                                                ARTICLE EIGHT

                                     DISCHARGE OF INDENTURE; DEFEASANCE

SECTION 8.01.     Termination of the Issuer's Obligations............................................    81
SECTION 8.02.     Legal Defeasance and Covenant Defeasance...........................................    82
SECTION 8.03.     Conditions to Legal Defeasance or Covenant Defeasance..............................    83
SECTION 8.04.     Application of Trust Money.........................................................    85
SECTION 8.05.     Repayment to the Issuer............................................................    85
SECTION 8.06.     Reinstatement......................................................................    85

                                                ARTICLE NINE

                                     AMENDMENTS, SUPPLEMENTS AND WAIVERS

SECTION 9.01.     Without Consent of Holders.........................................................    86
SECTION 9.02.     With Consent of Holders............................................................    86
SECTION 9.03.     Effect on Senior Debt..............................................................    88
SECTION 9.04.     Compliance with the Trust Indenture Act............................................    88
SECTION 9.05.     Revocation and Effect of Consents..................................................    88
SECTION 9.06.     Notation on or Exchange of Notes...................................................    89
SECTION 9.07.     Trustee To Sign Amendments, Etc....................................................    89
</TABLE>

                                     -iii-
<PAGE>

<TABLE>
<CAPTION>
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<S>                                                                                                     <C>
                                                 ARTICLE TEN

                                           SUBORDINATION OF NOTES

SECTION 10.01.    Notes Subordinated to Senior Debt..................................................    89
SECTION 10.02.    Suspension of Payment When Senior Debt Is in Default...............................    90
SECTION 10.03.    Notes Subordinated to Prior Payment of All Senior Debt on Dissolution,
                      Liquidation or Reorganization of the Issuer....................................    91
SECTION 10.04.    Payments May Be Made on Notes......................................................    92
SECTION 10.05.    Holders To Be Subrogated to Rights of Holders of Senior Debt.......................    93
SECTION 10.06.    Obligations of the Issuer Unconditional............................................    94
SECTION 10.07.    Notice to Trustee..................................................................    94
SECTION 10.08.    Reliance on Judicial Order or Certificate of Liquidating Agent.....................    94
SECTION 10.09.    Trustee's Relation to Senior Debt..................................................    95
SECTION 10.10.    Subordination Rights Not Impaired by Acts or Omissions of the Issuer or
                      Holders of Senior Debt.........................................................    95
SECTION 10.11.    Holders Authorize Trustee To Effectuate Subordination of Notes.....................    95
SECTION 10.12.    This Article Ten Not To Prevent Events of Default..................................    96
SECTION 10.13.    Trustee's Compensation Not Prejudiced..............................................    96

                                               ARTICLE ELEVEN

                                               NOTE GUARANTEE

SECTION 11.01.    Guarantee..........................................................................    96
SECTION 11.02.    Subordination of Note Guarantee....................................................    97
SECTION 11.03.    Limitation on Guarantor Liability..................................................    97
SECTION 11.04.    Execution and Delivery of Note Guarantee...........................................    98
SECTION 11.05.    Release of a Subsidiary Guarantor..................................................    98

                                               ARTICLE TWELVE

                                                MISCELLANEOUS

SECTION 12.01.    Trust Indenture Act Controls.......................................................    99
SECTION 12.02.    Notices............................................................................    99
SECTION 12.03.    Communications by Holders with Other Holders.......................................   100
SECTION 12.04.    Certificate and Opinion as to Conditions Precedent.................................   100
SECTION 12.05.    Statements Required in Certificate or Opinion......................................   100
SECTION 12.06.    Rules by Paying Agent or Registrar.................................................   101
SECTION 12.07.    Legal Holidays.....................................................................   101
SECTION 12.08.    Governing Law......................................................................   101
SECTION 12.09.    No Adverse Interpretation of Other Agreements......................................   101
SECTION 12.10.    No Recourse Against Others.........................................................   101
SECTION 12.11.    Successors.........................................................................   102
SECTION 12.12.    Duplicate Originals................................................................   102
</TABLE>

                                      -iv-
<PAGE>

<TABLE>
<CAPTION>
                                                                                                        Page
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<S>                                                                                                     <C>
SECTION 12.13.    Severability.......................................................................   102

Signatures...........................................................................................   S-1
</TABLE>

Exhibit A   -   Form of Note
Exhibit B   -   Form of Legends
Exhibit C   -   Form of Certificate To Be Delivered in Connection with
                Transfers to Non-QIB Accredited Investors
Exhibit D   -   Form of Certificate To Be Delivered in Connection with Transfers
                Pursuant to Regulation S
Exhibit E   -   Form of Certificate To Be Delivered in Connection with Transfers
                of Temporary Regulation S Global Note
Exhibit F   -   Form of Notation of Subsidiary Guarantee

Note: This Table of Contents shall not, for any purpose, be deemed to be part of
this Indenture.

                                      -v-
<PAGE>

                  INDENTURE dated as of January 23, 2004 among Communications &
Power Industries, Inc., a Delaware corporation (the "ISSUER"), and each of the
Guarantors named herein, as Guarantors, and BNY Western Trust Company, a state
banking corporation organized and existing under the laws of the State of
California, as Trustee (the "TRUSTEE").

The Issuer has duly authorized the creation of an issue of 8% Senior
Subordinated Notes due 2012 and, to provide therefor, the Issuer and the
Guarantors have duly authorized the execution and delivery of this Indenture.
All things necessary to make the Notes, when duly issued and executed by the
Issuer and authenticated and delivered hereunder, the valid and binding
obligations of the Issuer and to make this Indenture a valid and binding
agreement of the Issuer and the Guarantors has been done.

THIS INDENTURE WITNESSETH

For and in consideration of the premises and the purchase of the Notes by the
Holders thereof, the parties hereto covenant and agree, for the equal and
proportionate benefit of all Holders, as follows:

                                   ARTICLE ONE

                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01. Definitions.

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

                  "12% SENIOR SUBORDINATED NOTES" means the $100.0 million in
aggregate principal amount of the Issuer's 12% Senior Subordinated Notes due
2005.

                  "144A GLOBAL NOTE" has the meaning given to such term in
Section 2.01.

                  "ACQUIRED INDEBTEDNESS" means (1) with respect to any Person
that becomes a Restricted Subsidiary after the Issue Date, Indebtedness of such
Person and its Subsidiaries existing at the time such Person becomes a
Restricted Subsidiary that was not incurred in connection with, or in
contemplation of, such Person becoming a Restricted Subsidiary and (2) with
respect to the Issuer or any Restricted Subsidiary, any Indebtedness of a Person
(other than the Issuer or a Restricted Subsidiary) existing at the time such
Person is merged with or into the Issuer or a Restricted Subsidiary, or
Indebtedness expressly assumed by the Issuer or any Restricted Subsidiary in
connection with the acquisition of an asset or assets from another Person, which
Indebtedness was not, in any case, incurred by such other Person in connection
with, or in contemplation of, such merger or acquisition.

                  "ADDITIONAL INTEREST" has the meaning set forth in the
Registration Rights Agreement.

<PAGE>

                  "AFFILIATE" of any Person means any other Person which
directly or indirectly controls or is controlled by, or is under direct or
indirect common control with, the referent Person. For purposes of Section 4.14,
Affiliates shall be deemed to include, with respect to any Person, any other
Person (1) which beneficially owns or holds, directly or indirectly, 10% or more
of any class of the Voting Stock of the referent Person, (2) of which 10% or
more of the Voting Stock is beneficially owned or held, directly or indirectly,
by the referenced Person or (3) with respect to an individual, any immediate
family member of such Person. For purposes of this definition and the definition
of "Control Investment Affiliate," "CONTROL" of a Person shall mean the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise.

                  "AGENT" means any Registrar or Paying Agent.

                  "AMEND" means to amend, supplement, restate, amend and restate
or otherwise modify, including successively; and "AMENDMENT" shall have a
correlative meaning.

                  "APPLICABLE PREMIUM" means, with respect to a Note at any
Redemption Date, the greater of: (i) 1.0% of the principal amount of such Note;
and (ii) the excess of: (A) the present value at such Redemption Date of (1) the
redemption price of such Note on February 1, 2008 (such redemption price being
that described in Section 6(a) of the Notes) plus (2) all required remaining
scheduled interest payments due on such Note through February 1, 2008, computed
using a discount rate equal to the Treasury Rate plus 50 basis points per annum
discounted on a semi-annual bond basis, over (B) the principal amount of such
Note on such Redemption Date.

                  Calculation of the Applicable Premium will be made by the
Issuer or on behalf of the Issuer by such Person as the Issuer shall designate;
provided, however, that such calculation shall not be a duty or obligation of
the Trustee.

                  "ASSET" means any asset or property.

                  "ASSET ACQUISITION" means

                  (1)      an Investment by the Issuer or any Restricted
         Subsidiary of the Issuer in any other Person if, as a result of such
         Investment, such Person shall become a Restricted Subsidiary of the
         Issuer, or shall be merged with or into the Issuer or any Restricted
         Subsidiary of the Issuer, or

                  (2)      the acquisition by the Issuer or any Restricted
         Subsidiary of the Issuer of all or substantially all of the assets of
         any other Person or any division or line of business of any other
         Person.

                  "ASSET SALE" means any sale, issuance, conveyance, transfer,
lease, assignment or other disposition by the Issuer or any Restricted
Subsidiary to any Person other than the Issuer or any Restricted Subsidiary
(including by means of a Sale and Leaseback Transaction or a merger or
consolidation) (collectively, for purposes of this definition, a "TRANSFER"), in
one transaction or

                                      -2-
<PAGE>

a series of related transactions, of any assets of the Issuer or any of its
Restricted Subsidiaries other than in the ordinary course of business. For
purposes of this definition, the term "Asset Sale" shall not include:

                  (1)      transfers of cash or Cash Equivalents;

                  (2)      transfers of assets (including Equity Interests) that
         are governed by, and made in accordance with Section 5.01;

                  (3)      Permitted Investments and Restricted Payments
         permitted under Section 4.11;

                  (4)      the creation of or realization on any Permitted Lien;

                  (5)      transfers of damaged, worn-out or obsolete equipment
         or assets that, in the Issuer's reasonable judgment, are no longer used
         or useful in the business of the Issuer or its Restricted Subsidiaries;
         and

                  (6)      any transfer or series of related transfers that, but
         for this clause, would be Asset Sales, if after giving effect to such
         transfers, the aggregate Fair Market Value of the assets transferred in
         such transaction or any such series of related transactions does not
         exceed $2.5 million.

                  "ATTRIBUTABLE INDEBTEDNESS" when used with respect to any Sale
and Leaseback Transaction, means, as at the time of determination, the present
value (discounted at a rate borne by the Notes, compounded on a semi-annual
basis) of the total obligations of the lessee for rental payments during the
remaining term of the lease included in any such Sale and Leaseback Transaction.

                  "AUTHENTICATION ORDER" has the meaning set forth in Section
2.02.

                  "BANKRUPTCY LAW" means Title 11 of the United States Code, as
amended, or any similar federal or state law for the relief of debtors.

                  "BOARD OF DIRECTORS" means, with respect to any Person, (i) in
the case of any corporation, the board of directors of such Person, (ii) in the
case of any limited liability company, the board of managers of such Person,
(iii) in the case of any partnership, the Board of Directors of the general
partner of such Person and (iv) in any other case, the functional equivalent of
the foregoing.

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

                  "CANADIAN SUBSIDIARY" means Communications & Power Industries
Canada, Inc., an Ontario corporation, and its successors and assigns.

                                      -3-
<PAGE>

                  "CAPITALIZED LEASE" means a lease required to be capitalized
for financial reporting purposes in accordance with GAAP.

                  "CAPITALIZED LEASE OBLIGATIONS" of any Person means the
obligations of such Person to pay rent or other amounts under a Capitalized
Lease, and the amount of such obligation shall be the capitalized amount thereof
determined in accordance with GAAP.

                  "CASH EQUIVALENTS" means:

                  (7)      marketable obligations with a maturity of 1 year or
         less from the date of determination issued or directly and fully
         guaranteed or insured by the United States of America or any agency or
         instrumentality thereof (provided that the full faith and credit of the
         United States of America is pledged in support thereof);

                  (8)      demand and time deposits and certificates of deposit
         or acceptances with a maturity of 180 days or less of any financial
         institution that is a member of the Federal Reserve System having
         combined capital and surplus and undivided profits of not less than
         $500 million and is assigned at least a "B" rating by Thomson Financial
         BankWatch;

                  (9)      commercial paper maturing no more than 180 days from
         the date of determination thereof issued by a corporation that is not
         the Issuer or an Affiliate of the Issuer, and is organized under the
         laws of any State of the United States of America or the District of
         Columbia and rated at least A-2 by S&P or at least P-2 by Moody's;

                  (10)     repurchase obligations with a term of not more than
         ten days for underlying securities of the types described in clause (1)
         above entered into with any commercial bank meeting the specifications
         of clause (2) above; and

                  (11)     investments in money market or other mutual funds
         substantially all of whose assets comprise securities of the types
         described in clauses (1) through (4) above.

                  "CHANGE OF CONTROL" means the occurrence of any of the
following events:

                  (12)     any "person" or "group" (as such terms are used in
         Sections 13(d) and 14(d) of the Exchange Act, except that in no event
         shall the parties to the Stockholders' Agreement be deemed a "group"
         solely by virtue of being parties to the Stockholders' Agreement),
         other than one or more Permitted Holders, is or becomes the beneficial
         owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act,
         except that for purposes of this clause that person or group shall be
         deemed to have "beneficial ownership" of all securities that any such
         person or group has the right to acquire, whether such right is
         exercisable immediately or only after the passage of time), directly or
         indirectly, of Voting Stock representing 50% or more of the voting
         power of the total outstanding Voting Stock of the Issuer;

                                      -4-
<PAGE>

                  (13)     during any period of two consecutive years commencing
         after the Issue Date, individuals who at the beginning of such period
         constituted the Board of Directors (together with any new directors
         whose election to such Board of Directors or whose nomination for
         election by the stockholders of the Issuer was approved by a vote of
         the majority of the directors of the Issuer then still in office who
         were either directors at the beginning of such period or whose election
         or nomination for election was previously so approved) cease for any
         reason to constitute a majority of the Board of Directors of the
         Issuer;

                  (14)     (a) all or substantially all of the assets of the
         Issuer and the Restricted Subsidiaries are sold or otherwise
         transferred to any Person other than a Wholly-Owned Restricted
         Subsidiary or one or more Permitted Holders or (b) the Issuer
         consolidates or merges with or into another Person or any Person
         consolidates or merges with or into the Issuer, in either case under
         this clause (3), in one transaction or a series of related transactions
         in which immediately after the consummation thereof Persons
         beneficially owning (as defined in Rules 13d-3 and 13d-5 under the
         Exchange Act), directly or indirectly, Voting Stock representing in the
         aggregate a majority of the total voting power of the Voting Stock of
         the Issuer immediately prior to such consummation, together with the
         Permitted Holders, do not beneficially own (as defined in Rules 13d-3
         and 13d-5 under the Exchange Act), directly or indirectly, Voting Stock
         representing a majority of the total voting power of the Voting Stock
         of the Issuer or the surviving or transferee Person; or

                  (15)     the Issuer shall adopt a plan of liquidation or
         dissolution or any such plan shall be approved by the stockholders of
         the Issuer.

                  "CONSOLIDATED AMORTIZATION EXPENSE" for any period means the
amortization expense of the Issuer and the Restricted Subsidiaries for such
period, determined on a consolidated basis in accordance with GAAP.

                  "CONSOLIDATED CASH FLOW" for any period means, without
duplication, the sum of the amounts for such period of

                  (16)     Consolidated Net Income, plus

                  (17)     in each case only to the extent (and in the same
         proportion) deducted in determining Consolidated Net Income,

                           (a)      Consolidated Income Tax Expense,

                           (b)      Consolidated Amortization Expense (but only
                  to the extent not included in Consolidated Interest Expense),

                           (c)      Consolidated Depreciation Expense,

                           (d)      Consolidated Interest Expense,

                                      -5-
<PAGE>

                           (e)      Restructuring Expenses; and

                           (f)      all other non-cash items reducing the
                  Consolidated Net Income (excluding any non-cash charge that
                  results in an accrual of a reserve for cash charges in any
                  future period) for such period,

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

                  (18)     the aggregate amount of all non-cash items (excluding
         any item which represents the reversal of any accrual of, or cash
         reserve for, anticipated cash charges in any period), determined on a
         consolidated basis, to the extent such items increased Consolidated Net
         Income for such period.

                  "CONSOLIDATED DEPRECIATION EXPENSE" for any period means the
depreciation expense of the Issuer and the Restricted Subsidiaries for such
period, determined on a consolidated basis in accordance with GAAP.

                  "CONSOLIDATED INCOME TAX EXPENSE" for any period means the
provision for taxes of the Issuer and the Restricted Subsidiaries, determined on
a consolidated basis in accordance with GAAP.

                  "CONSOLIDATED INTEREST COVERAGE RATIO" means the ratio of
Consolidated Cash Flow during the most recent four consecutive full fiscal
quarters for which financial statements are available (the "FOUR-QUARTER
PERIOD") ending on or prior to the date of the transaction giving rise to the
need to calculate the Consolidated Interest Coverage Ratio (the "TRANSACTION
DATE") to Consolidated Interest Expense for the Four-Quarter Period. For
purposes of this definition, Consolidated Cash Flow and Consolidated Interest
Expense shall be calculated after giving effect on a pro forma basis for the
period of such calculation to:

                  (19)     the incurrence of any Indebtedness or the issuance of
         any Preferred Stock of the Issuer or any Restricted Subsidiary (and the
         application of the proceeds thereof) and any repayment of other
         Indebtedness or redemption of other Preferred Stock (and the
         application of the proceeds therefrom) (other than the incurrence or
         repayment of Indebtedness in the ordinary course of business for
         working capital purposes pursuant to any revolving credit arrangement)
         occurring during the Four-Quarter Period or at any time subsequent to
         the last day of the Four-Quarter Period and on or prior to the
         Transaction Date, as if such incurrence, repayment, issuance or
         redemption, as the case may be (and the application of the proceeds
         thereof), occurred on the first day of the Four-Quarter Period; and

                  (20)     any Asset Sale or Asset Acquisition (including,
         without limitation, any Asset Acquisition giving rise to the need to
         make such calculation as a result of the Issuer or any Restricted
         Subsidiary (including any Person who becomes a Restricted Subsidiary as
         a result of such Asset Acquisition) incurring Acquired Indebtedness and
         also including any Consolidated Cash Flow (including any pro forma
         expense and cost reductions calculated on a basis consistent with
         Regulation S-X under the Exchange Act) associated with

                                      -6-
<PAGE>

         any such Asset Acquisition) occurring during the Four-Quarter Period or
         at any time subsequent to the last day of the Four-Quarter Period and
         on or prior to the Transaction Date, as if such Asset Sale or Asset
         Acquisition (including the incurrence of, or assumption or liability
         for, any such Indebtedness or Acquired Indebtedness) occurred on the
         first day of the Four-Quarter Period.

                  If the Issuer or any Restricted Subsidiary directly or
indirectly guarantees Indebtedness of a third Person, the preceding sentence
shall give effect to the incurrence of such guaranteed Indebtedness as if the
Issuer or such Restricted Subsidiary had directly incurred or otherwise assumed
such guaranteed Indebtedness.

                  For purposes of calculating the Consolidated Interest Coverage
Ratio prior to the expiration of the first Four-Quarter Period subsequent to the
Issue Date, such calculation shall be on the same pro forma basis as the pro
forma financial statements that are presented in the Offering Memorandum.

                  In calculating Consolidated Interest Expense for purposes of
determining the denominator (but not the numerator) of this Consolidated
Interest Coverage Ratio:

                  (21)     interest on outstanding Indebtedness determined on a
         fluctuating basis as of the Transaction Date and which will continue to
         be so determined thereafter shall be deemed to have accrued at a fixed
         rate per annum equal to the rate of interest on this Indebtedness in
         effect on the Transaction Date;

                  (22)     if interest on any Indebtedness actually incurred on
         the Transaction Date may optionally be determined at an interest rate
         based upon a factor of a prime or similar rate, a eurocurrency
         interbank offered rate, or other rates, then the interest rate in
         effect on the Transaction Date will be deemed to have been in effect
         during the Four-Quarter Period; and

                  (23)     notwithstanding clause (1) or (2) above, interest on
         Indebtedness determined on a fluctuating basis, to the extent such
         interest is covered by agreements relating to Hedging Obligations,
         shall be deemed to accrue at the rate per annum resulting after giving
         effect to the operation of these agreements.

                  "CONSOLIDATED INTEREST EXPENSE" for any period means the sum,
without duplication, of the total interest expense minus the interest income of
the Issuer and the Restricted Subsidiaries for such period, determined on a
consolidated basis in accordance with GAAP and including without duplication,

                  (24)     imputed interest on Capitalized Lease Obligations and
         Attributable Indebtedness,

                  (25)     commissions, discounts and other fees and charges
         owed to Persons other than the Issuer or any Restricted Subsidiary with
         respect to letters of credit securing financial obligations, bankers'
         acceptance financing and receivables financings,

                                      -7-
<PAGE>

                  (26)     the net costs associated with Hedging Obligations,

                  (27)     amortization of debt issuance costs, debt discount or
         premium and other financing fees and expenses,

                  (28)     the interest portion of any deferred payment
         obligations,

                  (29)     all other non-cash interest expense,

                  (30)     capitalized interest,

                  (31)     the product of (a) all dividend payments on any
         series of Disqualified Equity Interests of the Issuer or any Preferred
         Stock of any Restricted Subsidiary (other than any such Disqualified
         Equity Interests or any Preferred Stock held by the Issuer or a
         Wholly-Owned Restricted Subsidiary or to the extent paid in Qualified
         Equity Interests), multiplied by (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 the Issuer and
         the Restricted Subsidiaries, expressed as a decimal,

                  (32)     all interest payable with respect to discontinued
         operations, and

                  (33)     all interest on any Indebtedness described in clause
         (7) or (8) of the definition of Indebtedness.

Notwithstanding the preceding, all such amounts relating to the 12% Senior
Subordinated Notes being redeemed (including any defeasance in connection
therewith) in connection with the Transactions and the amortization of debt
issuance costs, debt discount or premium and other financing fees and expenses
incurred in connection with the Transactions shall be excluded in the
calculation of Consolidated Interest Expense to the extent otherwise included
therein.

                  Consolidated Interest Expense shall be calculated after giving
effect to Hedging Obligations (including associated costs) described in clause
(1) of the definition of "Hedging Obligations," but excluding unrealized gains
and losses with respect to Hedging Obligations.

                  "CONSOLIDATED NET INCOME" for any period means the net income
(or loss) of the Issuer and the Restricted Subsidiaries for such period
determined on a consolidated basis in accordance with GAAP; provided that there
shall be excluded from such net income (to the extent otherwise included
therein), without duplication:

                  (34)     the net income (or loss) of any Person (other than a
         Restricted Subsidiary) in which any Person other than the Issuer and
         the Restricted Subsidiaries has an ownership interest, except to the
         extent that cash in an amount equal to any such income has actually
         been received by the Issuer or any of its Wholly-Owned Restricted
         Subsidiaries during such period;

                                      -8-
<PAGE>

                  (35)     except to the extent includible in the consolidated
         net income of the Issuer pursuant to the foregoing clause (1), the net
         income (or loss) of any Person that accrued prior to the date that (a)
         such Person becomes a Restricted Subsidiary or is merged into or
         consolidated with the Issuer or any Restricted Subsidiary or (b) the
         assets of such Person are acquired by the Issuer or any Restricted
         Subsidiary;

                  (36)     solely for purposes of calculating the Restricted
         Payments Basket, the net income of any Restricted Subsidiary during
         such period to the extent that the declaration or payment of dividends
         or similar distributions by such Restricted Subsidiary of that income
         is not permitted by operation of the terms of its charter or any
         agreement, instrument, judgment, decree, order, statute, rule or
         governmental regulation applicable to that Subsidiary during such
         period, except that the Issuer's equity in a net loss of any such
         Restricted Subsidiary for such period shall be included in determining
         Consolidated Net Income;

                  (37)     for the purposes of calculating the Restricted
         Payments Basket only, in the case of a successor to the Issuer by
         consolidation, merger or transfer of its assets, any income (or loss)
         of the successor prior to such merger, consolidation or transfer of
         assets;

                  (38)     other than for purposes of calculating the Restricted
         Payments Basket, any gain (or loss), together with any related
         provisions for taxes on any such gain (or the tax effect of any such
         loss), realized during such period by the Issuer or any Restricted
         Subsidiary upon (a) the acquisition of any securities, or the
         extinguishment of any Indebtedness, of the Issuer or any Restricted
         Subsidiary or (b) any Asset Sale by the Issuer or any Restricted
         Subsidiary;

                  (39)     any increase in amortization or depreciation of
         goodwill or other intangible assets resulting from purchase accounting
         in connection with the Merger;

                  (40)     gains and losses due solely to fluctuations in
         currency values and the related tax effects according to GAAP;

                  (41)     unrealized gains and losses with respect to Hedging
         Obligations;

                  (42)     the cumulative effect of a change in accounting
         principles under GAAP;

                  (43)     any payments made in connection with the consummation
         of the Transactions as described in the Offering Memorandum; and

                  (44)     any extraordinary gain or loss and, other than for
         purposes of calculating the Restricted Payments Basket, any
         nonrecurring gain or loss, together, as applicable, with any related
         provision for taxes on any such extraordinary or nonrecurring gain (or
         the tax effect of any such extraordinary or nonrecurring loss),
         realized by the Issuer or any Restricted Subsidiary during such period.

                                      -9-
<PAGE>

In addition:

                  (a)      Consolidated Net Income shall be reduced by the
         amount of any payments to or on behalf of Parent or Holding made
         pursuant to Section 4.14(b)(4); and

                  (b)      any return of capital with respect to an Investment
         that increased the Restricted Payments Basket pursuant to Section
         4.11(a)(3)(d) or decreased the amount of Investments outstanding
         pursuant to clause (12) of the definition of "Permitted Investment"
         shall be excluded from Consolidated Net Income for purposes of
         calculating the Restricted Payments Basket.

                  For purposes of this definition of "Consolidated Net Income,"
"NONRECURRING" means any gain or loss as of any date that is not reasonably
likely to recur within the two years following such date; provided that if there
was a gain or loss similar to such gain or loss within the two years preceding
such date, such gain or loss shall not be deemed nonrecurring.

                  "CONSOLIDATED NET WORTH" means, with respect to any Person as
of any date, the consolidated stockholders' equity of such Person, determined on
a consolidated basis in accordance with GAAP, less (without duplication) (1) any
amounts thereof attributable to Disqualified Equity Interests of such Person or
its Subsidiaries or any amount attributable to Unrestricted Subsidiaries and (2)
all write-ups (other than write-ups resulting from foreign currency translations
and write-ups of tangible assets of a going concern business made within twelve
months after the acquisition of such business) subsequent to the Issue Date in
the book value of any asset owned by such Person or a Subsidiary of such Person.

                  "CONTROL INVESTMENT AFFILIATE" means, as to any Person, any
other Person which directly or indirectly is in control of, is controlled by, or
is under common control with such Person and is organized by such Person (or any
Person controlling such Person) primarily for making equity or debt investments
in portfolio companies.

                  "CORPORATE TRUST OFFICE" means the corporate trust office of
the Trustee located at 700 S. Flower Street, Suite 500, Los Angeles, CA 90017,
Attention: Corporate Trust Department, or such other office, designated by the
Trustee by written notice to the Issuer, at which at any particular time its
corporate trust business shall be administered.

                  "COVERAGE RATIO EXCEPTION" has the meaning set forth in
Section 4.10(a).

                  "CREDIT AGREEMENT" means the Credit Agreement dated on or
about the Issue Date by and among the Issuer, as Borrower, UBS AG, Stamford
Branch, as administrative agent and collateral agent, UBS Securities LLC and
Bear, Stearns & Co. Inc., as joint lead arrangers and bookrunners, and the other
agents and lenders named therein, including any notes, guarantees, collateral
and security documents, instruments and agreements executed in connection
therewith (including Hedging Obligations related to the Indebtedness incurred
thereunder), and in each case as amended or refinanced from time to time.

                                      -10-
<PAGE>

                  "CREDIT FACILITIES" means one or more debt facilities (which
may be outstanding at the same time and including, without limitation, the
Credit Agreement) providing for revolving credit loans, term loans or letters of
credit and, in each case, as such agreements may be amended, amended and
restated, supplemented, modified, refinanced, replaced or otherwise
restructured, in whole or in part from time to time (including increasing the
amount of available borrowings thereunder or adding Subsidiaries of the Issuer
as additional borrowers or guarantors thereunder), with respect to all or any
portion of the Indebtedness under such agreement or agreements or any successor
or replacement agreement or agreements and whether or not with the same or any
other agent, lender or group of lenders and whether or not provided under the
Credit Agreement or any other credit or other agreement or indenture.

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

                  "DEFAULT" means (1) any Event of Default or (2) any event, act
or condition that, after notice or the passage of time or both, would be an
Event of Default.

                  "DESIGNATED SENIOR DEBT" means (1) Senior Debt and Guarantor
Senior Debt under or in respect of the Credit Agreement and (2) any other
Indebtedness constituting Senior Debt or Guarantor Senior Debt which, at the
time of determination, has an aggregate principal amount of at least $25.0
million and is specifically designated in the instrument evidencing such Senior
Debt as "Designated Senior Debt."

                  "DESIGNATION" has the meaning given to this term in Section
4.19(a).

                  "DESIGNATION AMOUNT" has the meaning given to this term in
Section 4.19(a)(2).

                  "DEPOSITORY" means The Depository Trust Company, New York, New
York, or a successor thereto registered under the Exchange Act or other
applicable statute or regulation.

                  "DISQUALIFIED EQUITY INTERESTS" of any Person means any class
of Equity Interests of such Person that, by its terms, or by the terms of any
related agreement or of any security into which it is convertible, puttable or
exchangeable, is, or upon the happening of any event or the passage of time
would be, required to be redeemed by such Person, whether or not at the option
of the holder thereof, or matures or is mandatorily redeemable, pursuant to a
sinking fund obligation or otherwise, in whole or in part, on or prior to the
date which is 91 days after the final maturity date of the Notes; provided,
however, that any class of Equity Interests of such Person that, by its terms,
authorizes such Person to satisfy in full its obligations with respect to the
payment of dividends or upon maturity, redemption (pursuant to a sinking fund or
otherwise) or repurchase thereof or otherwise by the delivery of Equity
Interests that are not Disqualified Equity Interests, and that is not
convertible, puttable or exchangeable for Disqualified Equity Interests or
Indebtedness, will not be deemed to be Disqualified Equity Interests so long as
such Person satisfies its obligations with respect thereto solely by the
delivery of Equity Interests that are not Disqualified Equity Interests;
provided, further, however, that any Equity Interests that would not constitute
Disqualified Equity Interests but for provisions thereof giving holders thereof
(or the holders of any security into or for which such Equity Interests are
convertible, exchangeable

                                      -11-
<PAGE>

or exercisable) the right to require the Issuer to redeem such Equity Interests
upon the occurrence of a change in control or an asset disposition occurring
prior to the final maturity date of the Notes shall not constitute Disqualified
Equity Interests if the change in control or asset disposition provisions
applicable to such Equity Interests are no more favorable to such holders than
the provisions set forth in Section 4.09 and Section 4.13 respectively, and such
Equity Interests specifically provide that the Issuer will not redeem any such
Equity Interests pursuant to such provisions prior to the Issuer's purchase of
the Notes as required pursuant to the provisions described under Section 4.09
and Section 4.13 respectively.

                  "EQUITY INTERESTS" of any Person means (1) any and all shares
or other equity interests (including common stock, preferred stock, limited
liability company interests and partnership interests) in such Person and (2)
all rights to purchase, warrants or options (whether or not currently
exercisable), participations or other equivalents of or interests in (however
designated) such shares or other interests in such Person.

                  "EXCHANGE ACT" means the U.S. Securities Exchange Act of 1934,
as amended.

                  "EXCHANGE NOTES" has the meaning set forth in the Registration
Rights Agreement.

                  "EXCHANGE OFFER" means the offer that may be made by the
Issuer pursuant to the Registration Rights Agreement to exchange Notes bearing
the Private Placement Legend for the Exchange Notes.

                  "FAIR MARKET VALUE" means, with respect to any asset, the
price (after taking into account any liabilities relating to such assets) that
would be negotiated in an arm's-length transaction for cash between a willing
seller and a willing and able buyer, neither of which is under any compulsion to
complete the transaction, as such price is determined in good faith by members
of the Board of Directors of the Issuer disinterested with respect to the
applicable transaction or a duly authorized committee thereof, as evidenced by a
resolution of such Board or committee.

                  "FOREIGN SUBSIDIARY" means any Restricted Subsidiary of the
Issuer which (i) is not organized under the laws of (x) the United States or any
State thereof or (y) the District of Columbia and (ii) conducts substantially
all of its business operations outside the United States of America.

                  "GAAP" means generally accepted accounting principles set
forth in the opinions and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as may be approved by a significant segment of
the accounting profession of the United States, as in effect on the Issue Date.

                  "GLOBAL NOTE" has the meaning given to such term in Section
2.01.

                                      -12-
<PAGE>

                  "GUARANTEE" means a direct or indirect guarantee by any Person
of any Indebtedness of any other Person and includes any obligation, direct or
indirect, contingent or otherwise, of such Person: (1) to purchase or pay (or
advance or supply funds for the purchase or payment of) Indebtedness of such
other Person (whether arising by virtue of partnership arrangements, or by
agreements to keep-well, to purchase assets, goods, securities or services
(unless such purchase arrangements are on arm's-length terms and are entered
into in the ordinary course of business), to take-or-pay, or to maintain
financial statement conditions or otherwise); or (2) entered into for purposes
of assuring in any other manner the obligee of such Indebtedness of the payment
thereof or to protect such obligee against loss in respect thereof (in whole or
in part); "GUARANTEE," when used as a verb, and "GUARANTEED" have correlative
meanings.

                  "GUARANTOR SENIOR DEBT" means, with respect to any Guarantor,
the principal of, premium, if any, and interest (including any interest accruing
subsequent to the filing of a petition of bankruptcy at the rate provided for in
the documentation with respect thereto, whether or not such interest is an
allowed claim under applicable law) on any Indebtedness of such Guarantor,
whether outstanding on the Issue Date or thereafter created, incurred or
assumed, unless, in the case of any particular Indebtedness, the instrument
creating or evidencing the same or pursuant to which the same is outstanding
expressly provides that such Indebtedness shall not be senior in right of
payment to the Notes.

                  Without limiting the generality of the foregoing, "Guarantor
Senior Debt" shall also include the principal of, premium, if any, interest
(including any interest accruing subsequent to the filing of a petition of
bankruptcy at the rate provided for in the documentation with respect thereto,
whether or not such interest is an allowed claim under applicable law) on, and
all other amounts owing in respect of:

                  (45)     all monetary obligations of every nature of such
         Guarantor under, or with respect to, the Credit Facilities, including,
         without limitation, obligations to pay principal and interest,
         reimbursement obligations under letters of credit, fees, expenses and
         indemnities (and guarantees thereof); and

                  (46)     all Hedging Obligations in respect of the Credit
         Facilities;

in each case whether outstanding on the Issue Date or thereafter incurred.

                  Notwithstanding the foregoing, "Guarantor Senior Debt" shall
not include:

                  (47)     any Indebtedness of such Guarantor owed to Parent or
         any of its Subsidiaries;

                  (48)     Indebtedness to, or guaranteed on behalf of, any
         director, officer or employee of Parent or any of its other
         Subsidiaries (including, without limitation, amounts owed for
         compensation);

                                      -13-
<PAGE>

                  (49)     any accounts payable and other obligations to trade
         creditors and other amounts incurred (but not under the Credit
         Facilities) in connection with obtaining goods, materials or services;

                  (50)     Indebtedness represented by Disqualified Equity
         Interests;

                  (51)     any liability for taxes owed or owing by such
         Guarantor;

                  (52)     that portion of any Indebtedness incurred in
         violation of Section 4.10 (but, as to any such obligation, no such
         violation shall be deemed to exist for purposes of this clause (6) if
         the holder(s) of such obligation or their representative shall have
         received an officers' certificate of the Issuer to the effect that the
         incurrence of such Indebtedness does not (or, in the case of revolving
         credit indebtedness, that the incurrence of the entire committed amount
         thereof at the date on which the initial borrowing thereunder is made
         would not) violate such provisions of this Indenture);

                  (53)     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; and

                  (54)     any Indebtedness which is, by its express terms,
         subordinated in right of payment to any other Indebtedness of such
         Guarantor.

                  "GUARANTORS" means Parent, Holding and each Restricted
Subsidiary of the Issuer on the Issue Date, and each other Person that is
required to, or at the election of the Issuer does, become a Guarantor by the
terms of this Indenture after the Issue Date, in each case, until such Person is
released from its Note Guarantee in accordance with the terms of this Indenture.

                  "HEDGING OBLIGATIONS" of any Person means the obligations of
such Person under swap, cap, collar, forward purchase or similar agreements or
arrangements dealing with interest rates, currency exchange rates or commodity
prices, either generally or under specific contingencies.

                  "HOLDER" means any registered holder, from time to time, of
the Notes.

                  "HOLDING" means Communications & Power Industries Holding
Corporation, a Delaware corporation, and its successors and assigns.

                  "IAI GLOBAL NOTE" has the meaning given to such term in
Section 2.01.

                  "INCUR" means, with respect to any Indebtedness or Obligation,
incur, create, issue, assume, guarantee or otherwise become directly or
indirectly liable, contingently or otherwise, with respect to such Indebtedness
or Obligation; provided that (1) the Indebtedness of a Person existing at the
time such Person became a Restricted Subsidiary shall be deemed to have been
incurred by such Restricted Subsidiary at such time and (2) neither the accrual
of interest nor the accretion of original issue discount shall be deemed to be
an incurrence of Indebtedness.

                                      -14-
<PAGE>

                  "INDEBTEDNESS" of any Person at any date means, without
duplication:

                  (55)     all liabilities, contingent or otherwise, of such
         Person for borrowed money (whether or not the recourse of the lender is
         to the whole of the assets of such Person or only to a portion
         thereof);

                  (56)     all obligations of such Person evidenced by bonds,
         debentures, notes or other similar instruments;

                  (57)     all reimbursement obligations of such Person in
         respect of letters of credit, letters of guaranty, bankers' acceptances
         and similar credit transactions;

                  (58)     all obligations of such Person to pay the deferred
         and unpaid purchase price of property or services, except trade
         payables and accrued expenses incurred by such Person in the ordinary
         course of business in connection with obtaining goods, materials or
         services;

                  (59)     the maximum fixed redemption or repurchase price of
         all Disqualified Equity Interests of such Person;

                  (60)     all Capitalized Lease Obligations of such Person;

                  (61)     all Indebtedness of others secured by a Lien on any
         asset of such Person, whether or not such Indebtedness is assumed by
         such Person;

                  (62)     all Indebtedness of others guaranteed by such Person
         to the extent of such guarantee; provided that Indebtedness of the
         Issuer or its Subsidiaries that is guaranteed by the Issuer or the
         Issuer's Subsidiaries shall only be counted once in the calculation of
         the amount of Indebtedness of the Issuer and its Subsidiaries on a
         consolidated basis;

                  (63)     all Attributable Indebtedness;

                  (64)     to the extent not otherwise included in this
         definition, net obligations of such Person under Hedging Obligations of
         such Person (the amounts of any such obligations to be equal at any
         time to the termination value of such Hedging Obligation that would be
         payable by, or to, such Person at such time); and

                  (65)     all obligations of such Person under conditional sale
         or other title retention agreements relating to assets purchased by
         such Person.

The amount of any Indebtedness which is incurred at a discount to the principal
amount at maturity thereof as of any date shall be deemed to have been incurred
at the accreted value thereof as of such date. The amount of Indebtedness of any
Person at any date shall be the outstanding balance at such date of all
unconditional obligations as described above, the maximum liability of such
Person for any such contingent obligations at such date and, in the case of
clause (7), the lesser of (a) the Fair Market Value of any asset subject to a
Lien securing the Indebtedness of

                                      -15-
<PAGE>

others on the date that the Lien attaches and (b) the amount of the Indebtedness
secured. For purposes of clause (5), the "maximum fixed redemption or repurchase
price" of any Disqualified Equity Interests that do not have a fixed redemption
or repurchase price shall be calculated in accordance with the terms of such
Disqualified Equity Interests as if such Disqualified Equity Interests were
redeemed or repurchased on any date on which an amount of Indebtedness
outstanding shall be required to be determined pursuant to this Indenture.

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

                  "INDEPENDENT DIRECTOR" means a director of the Issuer who

                  (66)     is independent with respect to the transaction at
         issue;

                  (67)     does not have any material financial interest in the
         Issuer or any of its Affiliates (other than as a result of holding
         securities of Parent or Holding); and

                  (68)     has not and whose Affiliates or affiliated firm has
         not, at any time during the twelve months prior to the taking of any
         action hereunder, directly or indirectly, received, or entered into any
         understanding or agreement to receive, any compensation, payment or
         other benefit, of any type or form, from the Issuer or any of its
         Affiliates, other than customary directors' fees for serving on the
         Board of Directors of the Issuer or any Affiliate and reimbursement of
         out-of-pocket expenses for attendance at the Issuer's or Affiliate's
         board and board committee meetings.

                  "INDEPENDENT FINANCIAL ADVISOR" means an accounting, appraisal
or investment banking firm of nationally recognized standing that is, in the
reasonable judgment of the Issuer's Board of Directors, qualified to perform the
task for which it has been engaged and is not an Affiliate of the Issuer and is
otherwise disinterested with respect to the applicable transaction.

                  "INITIAL GLOBAL NOTES" has the meaning given to such term in
Section 2.01.

                  "INITIAL NOTES" has the meaning given to such term in Section
2.01.

                  "INITIAL PURCHASERS" means UBS Securities LLC, Bear, Stearns &
Co. Inc. and Wachovia Capital Markets, LLC.

                  "INSTITUTIONAL ACCREDITED INVESTOR" or "IAI" means an
"accredited investor" with the meaning of Rule 501(a)(1), (2), (3) or (7) under
the Securities Act.

                  "INTEREST" means, with respect to the Notes, interest and
Additional Interest, if any, on the Notes.

                  "INTEREST PAYMENT DATE" means the Stated Maturity of an
installment of interest on the Notes.

                                      -16-
<PAGE>

                  "INVESTMENTS" of any Person means:

                  (69)     all direct or indirect investments by such Person in
         any other Person in the form of loans, advances or capital
         contributions or other credit extensions constituting Indebtedness of
         such other Person, and any guarantee of Indebtedness of any other
         Person;

                  (70)     all purchases (or other acquisitions for
         consideration) by such Person of Indebtedness, Equity Interests or
         other securities of any other Person (other than any such purchase that
         constitutes a Restricted Payment of the type described in clause (2) of
         the definition thereof);

                  (71)     all other items that would be classified as
         investments on a balance sheet of such Person prepared in accordance
         with GAAP (including, if required by GAAP, purchases of assets outside
         the ordinary course of business); and

                  (72)     the Designation of any Subsidiary as an Unrestricted
         Subsidiary.

Except as otherwise expressly specified in this definition, the amount of any
Investment (other than an Investment made in cash) shall be the Fair Market
Value thereof on the date such Investment is made. The amount of Investment
pursuant to clause (4) shall be the Designation Amount determined in accordance
with Section 4.19. If the Issuer or any Restricted Subsidiary sells or otherwise
disposes of any Equity Interests of any direct or indirect Restricted Subsidiary
such that, after giving effect to any such sale or disposition, such Person is
no longer a Restricted Subsidiary, the Issuer shall be deemed to have made an
Investment on the date of any such sale or other disposition equal to the Fair
Market Value of the Equity Interests of and all other Investments in such
Restricted Subsidiary not sold or disposed of, which amount shall be determined
by the Board of Directors. The acquisition by the Issuer or any Restricted
Subsidiary of a Person that holds an Investment in a third Person shall be
deemed to be an Investment by the Issuer or such Restricted Subsidiary in the
third Person in an amount equal to the Fair Market Value of the Investment held
by the acquired Person in the third Person. Notwithstanding the foregoing,
purchases or redemptions of Equity Interests of the Issuer, Parent or Holding
shall be deemed not to be Investments.

                  "ISSUE DATE" means the date on which the Notes are originally
issued.

                  "JUNIOR PREFERRED STOCK" means the Issuer's 14% Junior
Cumulative Preferred Stock.

                  "LIEN" means, with respect to any asset, any mortgage, deed of
trust, lien (statutory or other), pledge, lease, charge, security interest or
other encumbrance of any kind or nature 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, and any lease in the nature
thereof, and any filing of, or agreement to give, any financing statement under
the Uniform Commercial Code (or equivalent statutes) of any jurisdiction (other
than cautionary filings in respect of operating leases); provided, that in no
event shall an operating lease constitute a Lien.

                                      -17-
<PAGE>

                  "MATURITY DATE" means February 1, 2012.

                  "MERGER" means the merger of Merger Sub with and into Holding,
with Holding as the surviving corporation.

                  "MERGER SUB" means CPI Merger Sub Corp., a Delaware
corporation and a wholly-owned subsidiary of Parent, and its successors and
assigns.

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

                  "NET AVAILABLE PROCEEDS" means, with respect to any Asset
Sale, the proceeds thereof in the form of cash or Cash Equivalents, net of

                  (73)     brokerage commissions and other fees and expenses
         (including fees and expenses of legal counsel, accountants and
         investment banks) of such Asset Sale;

                  (74)     relocation and demolition expenses incurred in
         connection with, or as a result of, such Asset Sale;

                  (75)     provisions for taxes payable as a result of such
         Asset Sale (after taking into account any available tax credits or
         deductions and any tax sharing arrangements);

                  (76)     amounts required to be paid to any Person (other than
         the Issuer or any Restricted Subsidiary) owning a beneficial interest
         in the assets subject to the Asset Sale or having a Lien thereon;

                  (77)     payments of unassumed liabilities (not constituting
         Indebtedness) relating to the assets sold at the time of, or within 30
         days after the date of, such Asset Sale; and

                  (78)     appropriate amounts to be provided by the Issuer or
         any Restricted Subsidiary, as the case may be, as a reserve required in
         accordance with GAAP against any adjustment in the sale price of such
         asset or assets or liabilities associated with such Asset Sale and
         retained by the Issuer or any Restricted Subsidiary, as the case may
         be, after such Asset Sale, including pensions and other post-employment
         benefit liabilities, liabilities related to environmental matters and
         liabilities under any indemnification obligations associated with such
         Asset Sale, all as reflected in an Officers' Certificate delivered to
         the Trustee; provided, however, that any amounts remaining after
         adjustments, revaluations or liquidations of such reserves shall
         constitute Net Available Proceeds at such time;

provided, that in the case of an Asset Sale of San Carlos, Net Available
Proceeds shall mean the amount calculated in accordance with this definition in
excess of $6.0 million.

                  "NON-RECOURSE DEBT" means Indebtedness of an Unrestricted
Subsidiary:

                  (79)     as to which neither the Issuer nor any Restricted
         Subsidiary (a) provides credit support of any kind (including any
         undertaking, agreement or instrument that

                                      -18-
<PAGE>

         would constitute Indebtedness), (b) is directly or indirectly liable as
         a guarantor or otherwise, or (c) constitutes the lender;

                  (80)     no default with respect to which (including any
         rights that the holders thereof may have to take enforcement action
         against an Unrestricted Subsidiary) would permit upon notice, lapse of
         time or both any holder of any other Indebtedness (other than the
         Credit Agreement or the Notes) of the Issuer or any Restricted
         Subsidiary to declare a default on the other Indebtedness or cause the
         payment thereof to be accelerated or payable prior to its Stated
         Maturity; and

                  (81)     as to which the lenders have been notified in writing
         that they will not have any recourse to the Equity Interests or assets
         of the Issuer or any Restricted Subsidiary.

                  "NON-U.S. PERSON" has the meaning assigned to such term in
Regulation S.

                  "NOTE GUARANTEE" means the subordinated guarantee by each
Guarantor of the Issuer's payment obligations under this Indenture and the
Notes, executed pursuant to this Indenture.

                  "NOTES" means, collectively, the Issuer's 8% Senior
Subordinated Notes due 2012 issued in accordance with Section 2.02 (whether
issued on the Issue Date, issued as Additional Notes, issued as Exchange Notes
or Private Exchange Notes, or otherwise issued after the Issue Date) treated as
a single class of securities under this Indenture, as amended or supplemented
from time to time in accordance with the terms of this Indenture.

                  "OBLIGATION" means any principal, interest, penalties, fees,
indemnification, reimbursements, costs, expenses, damages and other liabilities
payable under the documentation governing any Indebtedness.

                  "OFFERING MEMORANDUM" means the offering memorandum of the
Issuers relating to the Notes dated January 15, 2004.

                  "OFFICER" means any of the following of the Issuer or a
Guarantor, as applicable: the Chairman of the Board of Directors, the Chief
Executive Officer, the Chief Financial Officer, the President, any Vice
President, the Treasurer or the Secretary.

                  "OFFICERS' CERTIFICATE" means a certificate signed by two
Officers.

                  "OPINION OF COUNSEL" means a written opinion from legal
counsel who is reasonably acceptable to the Trustee. The counsel may be an
employee of, or counsel to, the Issuer, a Guarantor or the Trustee.

                  "PARENT" means CPI Acquisition Corp., a Delaware corporation,
and its successors and assigns.

                                      -19-
<PAGE>

                  "PARI PASSU INDEBTEDNESS" means any Indebtedness of the Issuer
or any Guarantor that ranks pari passu in right of payment with the Notes or the
Note Guarantees, as applicable.

                  "PERMANENT REGULATION S GLOBAL NOTE" has the meaning given to
such term in Section 2.01.

                  "PERMITTED BUSINESS" means the businesses engaged in by the
Issuer and its Subsidiaries on the Issue Date as described in the Offering
Memorandum and businesses that are reasonably related thereto or reasonable
extensions thereof or complementary thereto.

                  "PERMITTED HOLDER" means (i) Sponsor, (ii) its Control
Investments Affiliates and (iii) any Person with whom Sponsor or any of its
Control Investment Affiliates (x) is part of a "group" within the meaning of
Section 13(d)(3) of the Exchange Act or (y) are parties to a Securityholders'
Agreement; provided that clause (iii) will be applicable only if on the first
date that Sponsor and its Control Investment Affiliates beneficially own (as
defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or
indirectly, Voting Stock representing less than a majority of the voting power
of the total outstanding Voting Stock of the Issuer, the ratio of total
Indebtedness of Issuer and the Restricted Subsidiaries on a consolidated basis
on such date to Consolidated Cash Flow (calculated on a pro forma basis in
accordance with Regulation S-X under the Exchange Act) for the Four-Quarter
Period is not higher than such ratio on the Issue Date.

                  "PERMITTED INVESTMENT" means:

                  (82)     Investments by the Issuer or any Restricted
         Subsidiary in (a) any Restricted Subsidiary or (b) in any Person that
         will become immediately after such Investment a Restricted Subsidiary
         or that will merge or consolidate into the Issuer or a Restricted
         Subsidiary;

                  (83)     Investments in the Issuer by any Restricted
         Subsidiary;

                  (84)     loans and advances to directors, employees and
         officers of the Issuer and the Restricted Subsidiaries for bona fide
         business purposes and to purchase Equity Interests of the Issuer not in
         excess of $2.0 million at any one time outstanding;

                  (85)     Hedging Obligations incurred pursuant to Section
         4.10(b)(4);

                  (86)     cash and Cash Equivalents;

                  (87)     receivables owing to the Issuer or any Restricted
         Subsidiary if created or acquired in the ordinary course of business
         and payable or dischargeable in accordance with customary trade terms;
         provided, however, that such trade terms may include such concessionary
         trade terms as the Issuer or any such Restricted Subsidiary deems
         reasonable under the circumstances;

                                      -20-
<PAGE>

                  (88)     Investments in securities of trade creditors or
         customers received pursuant to any plan of reorganization or similar
         arrangement upon the bankruptcy or insolvency of such trade creditors
         or customers;

                  (89)     Investments made by the Issuer or any Restricted
         Subsidiary as a result of consideration received in connection with an
         Asset Sale made in compliance with Section 4.13;

                  (90)     lease, utility and other similar deposits in the
         ordinary course of business;

                  (91)     Investments made by the Issuer or a Restricted
         Subsidiary for consideration consisting only of Qualified Equity
         Interests of the Issuer;

                  (92)     stock, obligations or securities received in
         settlement of debts created in the ordinary course of business and
         owing to the Issuer or any Restricted Subsidiary or in satisfaction of
         judgments; and

                  (93)     other Investments in an aggregate amount not to
         exceed $15.0 million at any one time outstanding (with each Investment
         being valued as of the date made and without regard to subsequent
         changes in value).

The amount of Investments outstanding at any time pursuant to clause (12) above
shall be deemed to be reduced:

                  (a)      upon the disposition or repayment of or return on any
         Investment made pursuant to clause (12) above, by an amount equal to
         the return of capital or principal with respect to such Investment to
         the Issuer or any Restricted Subsidiary (to the extent not included in
         the computation of Consolidated Net Income), less the cost of the
         disposition of such Investment and net of taxes; and

                  (b)      upon a Redesignation of an Unrestricted Subsidiary as
         a Restricted Subsidiary, by an amount equal to the lesser of (x) the
         Fair Market Value of the Issuer's proportionate interest in such
         Subsidiary immediately following such Redesignation, and (y) the
         aggregate amount of Investments in such Subsidiary that increased (and
         did not previously decrease) the amount of Investments outstanding
         pursuant to clause (12) above.

                  "PERMITTED JUNIOR SECURITIES" means:

                  (94)     Equity Interests in the Issuer or any Guarantor; or

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

                                      -21-
<PAGE>

                  "PERMITTED LIENS" means the following types of Liens:

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

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

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

                  (99)     Liens upon specific items of inventory or other goods
         and proceeds of any Person securing such Person's obligations in
         respect of bankers' acceptances issued or created for the account of
         such Person to facilitate the purchase, shipment or storage of such
         inventory or other goods;

                  (100)    judgment Liens not giving rise to a Default so long
         as such Liens are adequately bonded and any appropriate legal
         proceedings which may have been duly initiated for the review of such
         judgment have not been finally terminated or the period within which
         the proceedings may be initiated has not expired;

                  (101)    easements, rights-of-way, zoning restrictions and
         other similar charges, restrictions or encumbrances in respect of real
         property or immaterial imperfections of title which do not, in the
         aggregate, impair in any material respect the ordinary conduct of the
         business of the Issuer and the Restricted Subsidiaries taken as a
         whole;

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

                  (103)    Liens encumbering deposits made to secure obligations
         arising from statutory, regulatory, contractual or warranty
         requirements of the Issuer or any Restricted Subsidiary, including
         rights of offset and setoff;

                  (104)    bankers' Liens, rights of setoff and other similar
         Liens existing solely with respect to cash and Cash Equivalents on
         deposit in one or more of accounts maintained by the Issuer or any
         Restricted Subsidiary, in each case granted in the ordinary course of
         business in favor of the bank or banks with which such accounts are
         maintained, securing

                                      -22-
<PAGE>

         amounts owing to such bank with respect to cash management and
         operating account arrangements, including those involving pooled
         accounts and netting arrangements; provided that in no case shall any
         such Liens secure (either directly or indirectly) the repayment of any
         Indebtedness;

                  (105)    leases or subleases granted to others that do not
         materially interfere with the ordinary course of business of the Issuer
         or any Restricted Subsidiary;

                  (106)    Liens arising from filing Uniform Commercial Code
         financing statements regarding leases;

                  (107)    Liens securing all of the Notes and Liens securing
         any Note Guarantee;

                  (108)    Liens securing Senior Debt or Guarantor Senior Debt;

                  (109)    Liens existing on the Issue Date securing
         Indebtedness outstanding on the Issue Date;

                  (110)    Liens in favor of the Issuer or a Guarantor;

                  (111)    Liens securing Indebtedness under the Credit
         Facilities;

                  (112)    Liens securing Purchase Money Indebtedness and
         Capitalized Lease Obligations; provided that such Liens shall not
         extend to any asset other than the specified asset being financed and
         additions and improvements thereon;

                  (113)    Liens securing Acquired Indebtedness permitted to be
         incurred under this Indenture; provided that the Liens do not extend to
         assets not subject to such Lien at the time of acquisition (other than
         improvements thereon) and are no more favorable to the lienholders than
         those securing such Acquired Indebtedness prior to the incurrence of
         such Acquired Indebtedness by the Issuer or a Restricted Subsidiary;

                  (114)    Liens on assets of Foreign Subsidiaries securing
         Indebtedness of Foreign Subsidiaries;

                  (115)    Liens on assets of a Person existing at the time such
         Person is acquired or merged with or into or consolidated with the
         Issuer or any such Restricted Subsidiary (and not created in
         anticipation or contemplation thereof);

                  (116)    Liens to secure Refinancing Indebtedness of
         Indebtedness secured by Liens referred to in the foregoing clauses
         (13), (16), (17) and (18); provided that in the case of Liens securing
         Refinancing Indebtedness of Indebtedness secured by Liens referred to
         in the foregoing clauses (14) and (17) such Liens do not extend to any
         additional assets (other than improvements thereon and replacements
         thereof);

                  (117)    Liens to secure Attributable Indebtedness; provided
         that any such Lien shall not extend to or cover any assets of the
         Issuer or any Restricted Subsidiary other

                                      -23-
<PAGE>

         than the assets which are the subject of the Sale and Leaseback
         Transaction in which the Attributable Indebtedness is incurred;

                  (118)    Liens in favor of customs and revenue authorities
         arising as a matter of law to secure payment of customs duties in
         connection with the importation of goods; and

                  (119)    Liens incurred in the ordinary course of business of
         the Issuer or any Restricted Subsidiary with respect to obligations
         that do not in the aggregate exceed $10.0 million at any one time
         outstanding.

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

                  "PLAN OF LIQUIDATION" with respect to any Person means a plan
that provides for, contemplates or the effectuation of which is preceded or
accompanied by (whether or not substantially contemporaneously, in phases or
otherwise): (1) the sale, lease, conveyance or other disposition of all or
substantially all of the assets of such Person otherwise than as an entirety or
substantially as an entirety; and (2) the distribution of all or substantially
all of the proceeds of such sale, lease, conveyance or other disposition of all
or substantially all of the remaining assets of such Person to holders of Equity
Interests of such Person.

                  "PREFERRED STOCK" means, with respect to any Person, any and
all preferred or preference stock or other equity interests (however designated)
of such Person whether now outstanding or issued after the Issue Date.

                  "PRINCIPAL" means, with respect to the Notes, the principal
of, and premium, if any, on the Notes.

                  "PRIVATE EXCHANGE" has the meaning given to it in the
Registration Rights Agreement.

                  "PRIVATE EXCHANGE NOTES" has the meaning given to it in the
Registration Rights Agreement.

                  "PRIVATE PLACEMENT LEGEND" means the legends initially set
forth on the Notes in the form set forth in Exhibit B.

                  "PURCHASE MONEY INDEBTEDNESS" means Indebtedness, including
Capitalized Lease Obligations, of the Issuer or any Restricted Subsidiary
incurred for the purpose of financing all or any part of the purchase price of
property, plant or equipment used in the business of the Issuer or any
Restricted Subsidiary or the cost of installation, construction or improvement
thereof; provided, however, that (1) the amount of such Indebtedness shall not
exceed such purchase price or cost and (2) such Indebtedness shall be incurred
within 90 days after such acquisi-

                                      -24-
<PAGE>

tion of such asset by the Issuer or such Restricted Subsidiary or such
installation, construction or improvement.

                  "QUALIFIED EQUITY INTERESTS" means Equity Interests of the
Issuer other than Disqualified Equity Interests; provided that such Equity
Interests shall not be deemed Qualified Equity Interests to the extent sold or
owed to a Subsidiary of the Issuer or financed, directly or indirectly, using
funds (1) borrowed from the Issuer or any Subsidiary of the Issuer until and to
the extent such borrowing is repaid or (2) contributed, extended, guaranteed or
advanced by the Issuer or any Subsidiary of the Issuer (including, without
limitation, in respect of any employee stock ownership or benefit plan).

                  "QUALIFIED EQUITY OFFERING" means the issuance and sale of
Qualified Equity Interests of Parent or Holding to Persons other than any
Permitted Holder or any other Person who is not, prior to such issuance and
sale, an Affiliate of Parent or Holding, other than in connection with a
transaction or series of transactions constituting a Change of Control;
provided, however, that cash proceeds therefrom equal to not less than 100% of
the aggregate principal amount of any Notes to be redeemed are received by the
Issuer as a capital contribution immediately prior to such redemption.

                  "QUALIFIED INSTITUTIONAL BUYER" or "QIB" shall have the
meaning specified in Rule 144A under the Securities Act.

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

                  "REDEEM" means to redeem, repurchase, purchase, defease,
retire, discharge or otherwise acquire or retire for value; and "REDEMPTION"
shall have a correlative meaning; provided that this definition shall not apply
for purposes of Section 5 or Section 6 of the Notes or Article III.

                  "REDEMPTION DATE," when used with respect to any Note to be
redeemed, means the date fixed for such redemption pursuant to this Indenture
and the Notes.

                  "REDEMPTION PRICE," when used with respect to any Note to be
redeemed, means the price fixed for such redemption, payable in immediately
available funds, pursuant to this Indenture and the Notes.

                  "REDESIGNATION" has the meaning given to such term in Section
4.19(d).

                  "REFINANCE" means to refinance, repay, prepay, replace, renew
or refund, including successively.

                  "REFINANCING INDEBTEDNESS" means Indebtedness of the Issuer or
a Restricted Subsidiary issued in exchange for, or the proceeds of which are
used, within 90 days of such issuance or receipt of such proceeds to redeem or
refinance in whole or in part, or constituting an

                                      -25-
<PAGE>

amendment of, any Indebtedness of the Issuer or any Restricted Subsidiary (the
"REFINANCED INDEBTEDNESS"); provided that:

                  (120)    the principal amount (or accreted value, in the case
         of Indebtedness issued at a discount) of the Refinancing Indebtedness
         does not exceed the principal amount (or accreted value, as the case
         may be) of the Refinanced Indebtedness plus the amount of accrued and
         unpaid interest on the Refinanced Indebtedness, any premium paid to the
         holders of the Refinanced Indebtedness and reasonable expenses incurred
         in connection with the incurrence of the Refinancing Indebtedness;

                  (121)    the obligor of Refinancing Indebtedness does not
         include any Person (other than the Issuer or any Guarantor) that is not
         an obligor of the Refinanced Indebtedness;

                  (122)    if the Refinanced Indebtedness was subordinated to
         the Notes or the Note Guarantees, as the case may be, then such
         Refinancing Indebtedness, by its terms, is subordinate in right of
         payment to the Notes or the Note Guarantees, as the case may be, at
         least to the same extent as the Refinanced Indebtedness, and if the
         Refinanced Indebtedness was pari passu with the Notes or the Note
         Guarantees, as the case may be, then the Refinancing Indebtedness ranks
         pari passu with, or is subordinated in right of payment to the Notes or
         the Note Guarantees, as the case may be;

                  (123)    the Refinancing Indebtedness is scheduled to mature
         no earlier than the earlier of (a) the maturity of the Refinanced
         Indebtedness being repaid or amended or (b) after the maturity date of
         the Notes; and

                  (124)    the portion, if any, of the Refinancing Indebtedness
         that is scheduled to mature on or prior to the maturity date of the
         Notes has a Weighted Average Life to Maturity at the time such
         Refinancing Indebtedness is incurred that is equal to or greater than
         the Weighted Average Life to Maturity of the portion of the Refinanced
         Indebtedness being repaid that is scheduled to mature on or prior to
         the maturity date of the Notes.

                  "REGISTRATION RIGHTS AGREEMENT" means the Registration Rights
Agreement dated as of January 23, 2004 among the Issuer, the Guarantors and the
Initial Purchasers, as amended, supplemented or modified from time to time, and
any similar agreement entered into in connection with the issuance of any
Additional Notes.

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

                  "REGULATION S GLOBAL NOTE" has the meaning given to such term
in Section 2.01.

                  "REPRESENTATIVE" means any agent or representative in respect
of any Designated Senior Debt; provided that if, and for so long as, any
Designated Senior Debt lacks such representative, then the Representative for
such Designated Senior Debt shall at all times constitute the holders of a
majority in outstanding principal amount of such Designated Senior Debt.

                                      -26-
<PAGE>

                  "RESPONSIBLE OFFICER" means, when used with respect to the
Trustee, any officer in the Corporate Trust Office of the Trustee to whom any
corporate trust matter is referred because of such officer's knowledge of and
familiarity with the particular subject and shall also mean any officer who
shall have direct responsibility for the administration of this Indenture.

                  "RESTRICTED PAYMENT" means any of the following:

                  (125)    the declaration or payment of any dividend or any
         other distribution on Equity Interests of the Issuer or any Restricted
         Subsidiary, including, without limitation, any payment in connection
         with any merger or consolidation involving the Issuer but excluding (a)
         dividends or distributions payable solely in Qualified Equity Interests
         and (b) in the case of Restricted Subsidiaries, dividends or
         distributions payable to the Issuer or to a Restricted Subsidiary and
         pro rata dividends or distributions payable to minority stockholders of
         any Restricted Subsidiary;

                  (126)    the redemption of any Equity Interests of the Issuer
         or any Restricted Subsidiary, including, without limitation, any
         payment in connection with any merger or consolidation involving the
         Issuer but excluding any such Equity Interests held by the Issuer or
         any Restricted Subsidiary;

                  (127)    any Investment other than a Permitted Investment; or

                  (128)    any redemption prior to the scheduled maturity or
         prior to any scheduled repayment of principal or sinking fund payment,
         as the case may be, in respect of Subordinated Indebtedness.

                  "RESTRICTED PAYMENTS BASKET" has the meaning given to such
term in Section 4.11(a).

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

                  "RESTRICTED SUBSIDIARY" means any Subsidiary of the Issuer
other than an Unrestricted Subsidiary.

                  "RESTRUCTURING EXPENSES" means losses, charges and expenses
incurred in connection with restructuring within the Issuer and/or one or more
Restricted Subsidiaries, including in connection with integration of acquired
businesses or Persons, disposition of one or more Subsidiaries or businesses,
exiting of one or more lines of businesses and relocation or consolidation of
facilities, including severance, lease termination and other non-ordinary
course, non-operating costs and expenses in connection therewith.

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

                                      -27-
<PAGE>

                  "S&P" means Standard & Poor's Ratings Services, a division of
the McGraw-Hill Companies, Inc., and its successors.

                  "SALE AND LEASEBACK TRANSACTIONS" means with respect to any
Person an arrangement with any bank, insurance company or other lender or
investor or to which such lender or investor is a party, providing for the
leasing by such Person of any asset of such Person which has been or is being
sold or transferred by such Person to such lender or investor or to any Person
to whom funds have been or are to be advanced by such lender or investor on the
security of such asset.

                  "SAN CARLOS" means the Issuer's San Carlos, California
facility.

                  "SEC" means the U.S. Securities and Exchange Commission.

                  "SECRETARY'S CERTIFICATE" means a certificate signed by the
Secretary of the Issuer.

                  "SECURITIES ACT" means the U.S. Securities Act of 1933, as
amended.

                  "SECURITYHOLDERS' AGREEMENT" means an agreement among the
Sponsor and/or its Control Investment Affiliates and one or more Persons that
beneficially own Voting Stock of the Issuer pursuant to which (i) the vote of
the Sponsor and/or its Control Investment Affiliates is required for (a) the
merger, consolidation or sale of all or substantially all of the assets of the
Issuer (other than a merger, consolidation or sale of all or substantially all
of the assets with or to Holding or Parent), (b) a sale of assets of the Issuer
or any of its Subsidiaries with a Fair Market Value of $25.0 million or more (c)
the incurrence of Indebtedness by the Issuer or any of its Subsidiaries of $25.0
million in principal amount or more and (ii) Sponsor and/or its Control
Investment Affiliates shall be entitled to designate a number of directors of
the Board of Directors of the Issuer at least proportional to its direct or
indirect equity ownership of the Issuer (excluding directors who are also
officers of the Issuer) but not less than one.

                  "SENIOR DEBT" means the principal of, premium, if any, and
interest (including any interest accruing subsequent to the filing of a petition
of bankruptcy at the rate provided for in the documentation with respect
thereto, whether or not such interest is an allowed claim under applicable law)
on any Indebtedness of the Issuer, whether outstanding on the Issue Date or
thereafter created, incurred or assumed, unless, in the case of any particular
Indebtedness, the instrument creating or evidencing the same or pursuant to
which the same is outstanding expressly provides that such Indebtedness shall
not be senior in right of payment to the Notes.

                  Without limiting the generality of the foregoing, "Senior
Debt" shall include the principal of, premium, if any, interest (including any
interest accruing subsequent to the filing of a petition of bankruptcy at the
rate provided for in the documentation with respect thereto, whether or not such
interest is an allowed claim under applicable law) on, and all other amounts
owing in respect of:

                                      -28-
<PAGE>

                  (129)    all monetary obligations of every nature under, or
         with respect to, the Credit Facilities, including, without limitation,
         obligations to pay principal and interest, reimbursement obligations
         under letters of credit, fees, expenses and indemnities (and guarantees
         thereof); and

                  (130)    all Hedging Obligations in respect of the Credit
         Facilities;

in each case whether outstanding on the Issue Date or thereafter incurred.

                  Notwithstanding the foregoing, "Senior Debt" shall not
include:

                  (131)    any Indebtedness of the Issuer owed to Parent or any
         of its Subsidiaries;

                  (132)    Indebtedness to, or guaranteed on behalf of, any
         director, officer or employee of Parent or any of its Subsidiaries
         (including, without limitation, amounts owed for compensation);

                  (133)    any accounts payable and other obligations to trade
         creditors and other amounts incurred (but not under the Credit
         Facilities) in connection with obtaining goods, materials or services;

                  (134)    Indebtedness represented by Disqualified Equity
         Interests;

                  (135)    any liability for taxes owed or owing by the Issuer;

                  (136)    that portion of any Indebtedness incurred in
         violation of Section 4.10 (but, as to any such obligation, no such
         violation shall be deemed to exist for purposes of this clause (6) if
         the holder(s) of such obligation or their representative shall have
         received an Officers' Certificate of the Issuer to the effect that the
         incurrence of such Indebtedness does not (or, in the case of revolving
         credit indebtedness, that the incurrence of the entire committed amount
         thereof at the date on which the initial borrowing thereunder is made
         would not) violate such provisions of this Indenture);

                  (137)    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 Issuer; and

                  (138)    any Indebtedness which is, by its express terms,
         subordinated in right of payment to any other Indebtedness of the
         Issuer.

                  "SENIOR PREFERRED STOCK" means the Issuer's Series B 14%
Senior Redeemable Exchangeable Cumulative Preferred Stock.

                  "SIGNIFICANT SUBSIDIARY" means (1) any Restricted Subsidiary
that would be a "significant subsidiary" as defined in Regulation S-X
promulgated pursuant to the Securities Act as such Regulation is in effect on
the Issue Date and (2) any Restricted Subsidiary that, when aggregated with all
other Restricted Subsidiaries that are not otherwise Significant Subsidiaries
and

                                      -29-
<PAGE>

as to which any event described in clause (7) or (8) under Section 6.01 has
occurred and is continuing, would constitute a Significant Subsidiary under
clause (1) of this definition.

                  "SPONSOR" means one or more investment funds controlled by The
Cypress Group L.L.C.

                  "STOCKHOLDERS' AGREEMENT" means the stockholders' agreement
dated on or about the Issue Date among Parent and its stockholders.

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

                  "SUBORDINATED INDEBTEDNESS" means Indebtedness of the Issuer
or any Restricted Subsidiary that is subordinated in right of payment to the
Notes or the Note Guarantees, respectively.

                  "SUBSIDIARY" means, with respect to any Person:

                  (139)    any corporation, limited liability company,
         association or other business entity of which more than 50% of the
         total voting power of the Equity Interests entitled (without regard to
         the occurrence of any contingency) to vote in the election of the Board
         of Directors thereof are at the time owned or controlled, directly or
         indirectly, by such Person or one or more of the other Subsidiaries of
         that Person (or a combination thereof); and

                  (140)    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 of one or more Subsidiaries of such Person (or any combination
         thereof).

Unless otherwise specified, "Subsidiary" refers to a Subsidiary of the Issuer.

                  "SUBSIDIARY GUARANTOR" means any Guarantor other than Parent
and Holding.

                  "TEMPORARY REGULATION S GLOBAL NOTE" has the meaning given to
such term in Section 2.01.

                  "TRANSACTIONS" means the Merger and the transactions related
thereto, the offering of senior subordinated notes being offered hereby, the
redemption (including any defeasance in connection therewith) of the 12% Senior
Subordinated Notes, the Senior Preferred Stock and the Junior Preferred Stock
and borrowings made pursuant to the Credit Agreement.

                                      -30-
<PAGE>

                  "TREASURY RATE" means, with respect to a Redemption Date, the
yield to maturity at the time of computation of United States Treasury
securities with a constant maturity (as compiled and published in the most
recent Federal Reserve Statistical Release H.15 (519) that has become publicly
available at least two Business Days prior to such Redemption Date (or, if such
Statistical Release is no longer published, any publicly available source of
similar market data)) most nearly equal to the period from such Redemption Date
to February 1, 2008; provided, however, that if the period from such Redemption
Date to February 1, 2008 is not equal to the constant maturity of the United
States Treasury security for which a weekly average yield is given, the Treasury
Rate shall be obtained by linear interpolation (calculated to the nearest
one-twelfth of a year) from the weekly average yields of United States Treasury
securities for which such yields are given, except that if the period from such
Redemption Date to February 1, 2008 is less than one year, the weekly average
yield on actually traded United States Treasury securities adjusted to a
constant maturity of one year shall be used.

                  "TRUST INDENTURE ACT" means the Trust Indenture Act of 1939,
as amended.

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

                  "UNRESTRICTED SUBSIDIARY" means (1) any Subsidiary that at the
time of determination shall be designated an Unrestricted Subsidiary by the
Board of Directors of the Issuer in accordance with Section 4.19 and (2) any
Subsidiary of an Unrestricted Subsidiary.

                  "U.S. GOVERNMENT OBLIGATIONS" means direct non-callable
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 is pledged.

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

                  "VOTING STOCK" with respect to any Person means securities of
any class of Equity Interests of such Person entitling the holders thereof
(whether at all times or only so long as no senior class of stock or other
relevant equity interest has voting power by reason of any contingency) to vote
in the election of members of the Board of Directors of such Person.

                  "WEIGHTED AVERAGE LIFE TO MATURITY," when applied to any
Indebtedness at any date, means the number of years obtained by dividing (1) the
sum of the products obtained by multiplying (a) the amount of each then
remaining installment, sinking fund, serial maturity or other required payment
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 by (2) the then outstanding
principal amount of such Indebtedness.

                  "WHOLLY-OWNED RESTRICTED SUBSIDIARY" means a Restricted
Subsidiary of which 100% of the Equity Interests (except for directors'
qualifying shares or certain minority interests owned by other Persons solely
due to local law requirements that there be more than one stock-

                                      -31-
<PAGE>

holder, but which interest is not in excess of what is required for such
purpose) are owned directly by the Issuer or through one or more Wholly-Owned
Restricted Subsidiaries.

SECTION 1.02. Other Definitions.

<TABLE>
<CAPTION>
Term                                                                                 Defined in Section
----                                                                                 ------------------
<S>                                                                                  <C>
"Additional Notes"..........................................................                2.02
"Affiliate Transaction".....................................................                4.14
"Change of Control Offer"...................................................                4.09
"Change of Control Payment Date"............................................                4.09
"Change of Control Purchase Price"..........................................                4.09
"Covenant Defeasance".......................................................                8.02
"Coverage Ratio Exception"..................................................                4.10
"Designation"...............................................................                4.19
"Designation Amount"........................................................                4.19
"Event of Default"..........................................................                6.01
"Excess Proceeds"...........................................................                4.13
"Four-Quarter Period".......................................................                1.01
"Guarantee Obligations".....................................................               11.01
"Legal Defeasance"..........................................................                8.02
"Net Proceeds Deficiency"...................................................                4.13
"Net Proceeds Offer"........................................................                4.13
"Net Proceeds Payment Date".................................................                4.13
"Non-Payment Default".......................................................               10.02
"Offered Price".............................................................                4.13
"Pari Passu Indebtedness Price".............................................                4.13
"Parent Successor"..........................................................                5.01
"Participants"..............................................................                2.15
"Paying Agent"..............................................................                2.03
"Payment Amount"............................................................                4.13
"Payment Blockage Notice"...................................................               10.02
"Payment Blockage Period"...................................................               10.02
"Payment Default"...........................................................               10.02
"Permitted Indebtedness"....................................................                4.10
"Physical Notes"............................................................                2.01
"Redesignation".............................................................                4.19
"Registrar".................................................................                2.03
"Restricted Payments Basket"................................................                4.11
"Successor".................................................................                5.01
"Transaction Date" .........................................................                1.01
</TABLE>

                                      -32-
<PAGE>

SECTION 1.03. Incorporation by Reference of Trust Indenture Act.

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

                  "indenture securities" means the Notes.

                  "indenture security holder" means a Holder.

                  "indenture to be qualified" means this Indenture.

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

                  "obligor" on the indenture securities means the Issuer, any
Guarantor or any other obligor on the Notes.

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

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 words
         in the plural include the singular;

                  (5)      provisions apply to successive events and
         transactions;

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

                  (7)      the words "including," "includes" and similar words
         shall be deemed to be followed by "without limitation."

                                      -33-
<PAGE>

                                   ARTICLE TWO

                                    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 Notes may have
notations, legends or endorsements required by law, stock exchange rule or
usage. The Issuer shall approve the form of the Notes and any notation, legend
or endorsement on them. Each Note shall be dated the date of its issuance and
show the date of its authentication. Each Note shall have an executed Note
Guarantee from each of the Guarantors existing on the Issue Date endorsed
thereon substantially in the form of Exhibit F.

                  The terms and provisions contained in the Notes and the Note
Guarantees shall constitute, and are hereby expressly made, a part of this
Indenture and, to the extent applicable, the Issuer, the Guarantors and the
Trustee, by their execution and delivery of this Indenture, expressly agree to
such terms and provisions and to be bound thereby.

                  Notes offered and sold in reliance on Rule 144A shall be
issued initially in the form of a single permanent global Note in registered
form, substantially in the form set forth in Exhibit A (the "144A GLOBAL NOTE"),
deposited with the Trustee, as custodian for the Depository, duly executed by
the Issuer (and having an executed Note Guarantee from each of the Guarantors
endorsed thereon) and authenticated by the Trustee as hereinafter provided and
shall bear the legends set forth in Exhibit B.

                  Notes offered and sold in offshore transactions in reliance on
Regulation S shall be issued initially in the form of a single temporary global
Note in registered form, substantially in the form of Exhibit A (the "TEMPORARY
REGULATION S GLOBAL NOTE"), deposited with the Trustee, as custodian for the
Depository, duly executed by the Issuer (and having an executed Note Guarantee
from each of the Guarantors endorsed thereon) and authenticated by the Trustee
as hereinafter provided and shall bear the legends set forth in Exhibit B.
Reasonably promptly following the date that is 40 days after the later of the
commencement of the offering of the Notes in reliance on Regulation S and the
Issue Date, upon receipt by the Trustee and the Issuer of a duly executed
certificate certifying that the Holder of the beneficial interest in the
Temporary Regulation S Global Note is a Non-U.S. Person, substantially in the
form of Exhibit E from the Depository, a single permanent global Note in
registered form substantially in the form of Exhibit A (the "PERMANENT
REGULATION S GLOBAL NOTE," and together with the Temporary Regulation S Global
Note, the "REGULATION S GLOBAL NOTE") duly executed by the Issuer (and having an
executed Note Guarantee from each of the Guarantors endorsed thereon) and
authenticated by the Trustee as hereinafter provided shall be deposited with the
Trustee, as custodian for the Depository, and the Registrar shall reflect on its
books and records the cancellation of the Temporary Regulation S Global Note and
the issuance of the Permanent Regulation S Global Note.

                                      -34-
<PAGE>

                  The initial offer and resale of the Notes shall not be to an
Institutional Accredited Investor. The Notes resold to Institutional Accredited
Investors in connection with the first transfer made pursuant to Section 2.16(a)
shall be issued initially in the form of a single permanent Global Note in
registered form, substantially in the form set forth in Exhibit A (the "IAI
GLOBAL NOTE," and, together with the 144A Global Note and the Regulation S
Global Note, the "INITIAL GLOBAL NOTES"), deposited with the Trustee, as
custodian for the Depository, duly executed by the Issuer (and having an
executed Note Guarantee from each of the Guarantors endorsed thereon) and
authenticated by the Trustee as hereinafter provided and shall bear the legend
set forth in Exhibit B.

                  Notes issued after the Issue Date shall be issued initially in
the form of one or more global Notes in registered form, substantially in the
form set forth in Exhibit A, deposited with the Trustee, as custodian for the
Depository, duly executed by the Issuer (and having an executed Note Guarantee
from each of the Guarantors endorsed thereon) and authenticated by the Trustee
as hereinafter provided and shall bear any legends required by applicable law
(together with the Initial Global Notes, the "GLOBAL NOTES") or as Physical
Notes.

                  The aggregate principal amount of the Global Notes may from
time to time be increased or decreased by adjustments made on the records of the
Trustee, as custodian for the Depository, as hereinafter provided. Notes issued
in exchange for interests in a Global Note pursuant to Section 2.16 may be
issued in the form of permanent certificated Notes in registered form in
substantially the form set forth in Exhibit A and bearing the applicable
legends, if any, (the "PHYSICAL NOTES").

SECTION 2.02. Execution, Authentication and Denomination; Additional Notes;
              Exchange Notes

                  One Officer of the Issuer (who shall have been duly authorized
by all requisite corporate actions) shall sign the Notes for such Issuer by
manual or facsimile signature. One Officer of a Guarantor (who shall have been
duly authorized by all requisite corporate actions) shall sign the Note
Guarantee for such Guarantor by manual or facsimile signature.

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

                  A Note (and the Guarantees in respect thereof) shall not be
valid until an authorized signatory of the Trustee manually signs the
certificate of authentication on the Note. The signature shall be conclusive
evidence that the Note has been authenticated under this Indenture.

                  The Trustee shall authenticate (i) on the Issue Date, Notes
for original issue in the aggregate principal amount not to exceed $125,000,000
(the "Initial Notes"), (ii) additional Notes (the "ADDITIONAL NOTES") in an
unlimited amount (so long as not otherwise prohibited by the terms of this
Indenture, including, without limitation, Section 4.10) and (iii) Exchange Notes
or Private Exchange Notes (x) in exchange for a like principal amount of Initial
Notes or (y) in exchange for a like principal amount of Additional Notes in each
case upon a written order of the

                                      -35-
<PAGE>

Issuer in the form of a certificate of an Officer of the Issuer (an
"AUTHENTICATION ORDER"). Each such Authentication Order shall specify the amount
of Notes to be authenticated and the date on which the Notes are to be
authenticated, whether the Notes are to be Initial Notes, Exchange Notes,
Private Exchange Notes or Additional Notes and whether the Notes are to be
issued as certificated Notes or Global Notes or such other information as the
Trustee may reasonably request. In addition, with respect to authentication
pursuant to clause (ii) or (iii) of the first sentence of this paragraph, the
first such Authentication Order from the Issuer shall be accompanied by an
Opinion of Counsel of the Issuer in a form reasonably satisfactory to the
Trustee.

                  All Notes issued under this Indenture shall be treated as a
single class for all purposes under this Indenture. The Additional Notes and the
Private Exchange Notes shall bear any legend required by applicable law.

                  The Trustee may appoint an authenticating agent reasonably
acceptable to the Issuer to authenticate Notes. Unless otherwise provided in the
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 Issuer and Affiliates of the Issuer. The
Trustee shall have the right to decline to authenticate and deliver any Notes
under this Indenture if the Trustee, being advised by counsel, determines that
such action may not lawfully be taken or if the Trustee in good faith shall
determine that such action would expose the Trustee to personal liability.

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

SECTION 2.03. Registrar and Paying Agent.

                  The Issuer shall maintain or cause to be maintained an office
or agency in the Borough of Manhattan, The City of New York, where (a) Notes may
be presented or surrendered for registration of transfer or for exchange
("REGISTRAR"), (b) Notes may, subject to Section 2 of the Notes, be presented or
surrendered for payment ("PAYING AGENT") and (c) notices and demands to or upon
the Issuer in respect of the Notes and this Indenture may be served. The Issuer
may also from time to time designate one or more other offices or agencies where
the Notes may be presented or surrendered for any or all such purposes and may
from time to time rescind such designations; provided, however, that no such
designation or rescission shall in any manner relieve the Issuer of its
obligation to maintain or cause to be maintained an office or agency in the
Borough of Manhattan, The City of New York, for such purposes. The Issuer may
act as Registrar or Paying Agent, except that for the purposes of Articles Three
and Eight and Sections 4.09 and 4.13, neither the Issuer nor any Affiliate of
the Issuer shall act as Paying Agent. The Registrar shall keep a register of the
Notes and of their transfer and exchange. The Issuer, upon notice to the
Trustee, may have one or more co-registrars and one or more additional paying
agents reasonably acceptable to the Trustee. The term "Registrar" includes any
co-registrar and the term "Paying Agent" includes any additional paying agent.
The Issuer initially appoints the Trustee as Registrar and Paying Agent until
such time as the Trustee has resigned or a successor has been appointed.

                                      -36-
<PAGE>

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

SECTION 2.04. Paying Agent To Hold Assets in Trust.

                  The Issuer shall require each Paying Agent other than the
Trustee or the Issuer or any Subsidiary to agree in writing that, subject to
Article Ten and Section 11.02, each Paying Agent shall hold in trust for the
benefit of Holders or the Trustee all assets held by the Paying Agent for the
payment of principal of, or interest on, the Notes (whether such assets have
been distributed to it by the Issuer or any other obligor on the Notes), and
shall notify the Trustee of any Default by the Issuer (or any other obligor on
the Notes) in making any such payment. The Issuer at any time may require a
Paying Agent to distribute all assets held by it to the Trustee and account for
any assets disbursed and the Trustee may at any time during the continuance of
any payment Default, upon written request to a Paying Agent, require such Paying
Agent to distribute all assets held by it to the Trustee and to account for any
assets distributed. Upon distribution to the Trustee of all assets that shall
have been delivered by the Issuer to the Paying Agent, the Paying Agent shall
have no further liability for such assets.

SECTION 2.05. Holder Lists.

                  The Trustee shall preserve in as current a form as is
reasonably practicable the most recent list available to it of the names and
addresses of Holders. If the Trustee is not the Registrar, the Issuer shall
furnish to the Trustee at least two (2) Business Days prior to 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, which list may be conclusively relied upon
by the Trustee.

SECTION 2.06. Transfer and Exchange.

                  Subject to Sections 2.15 and 2.16, when Notes are presented to
the Registrar with a request to register the transfer of such Notes or to
exchange such Notes for an equal principal amount of Notes of other authorized
denominations, the Registrar shall register the transfer or make the exchange as
requested if its requirements for such transaction are met; provided, however,
that the Notes surrendered for transfer or exchange shall be duly endorsed or
accompanied by a written instrument of transfer in form satisfactory to the
Issuer and the Registrar, duly executed by the Holder thereof or his or her
attorney duly authorized in writing. To permit registrations of transfers and
exchanges, the Issuer shall execute and the Trustee shall authenticate Notes at
the Registrar's request. No service charge shall be made for any registration of
transfer or exchange, but the Issuer may require payment of a sum sufficient to
cover any transfer tax or similar governmental charge payable in connection
therewith.

                  Without the prior written consent of the Issuer, the Registrar
shall not be required to register the transfer of or exchange of any Note (i)
during a period beginning at the opening of

                                      -37-
<PAGE>

business 15 days before the mailing of a notice of redemption of Notes and
ending at the close of business on the day of such mailing, (ii) selected for
redemption in whole or in part pursuant to Article Three, except the unredeemed
portion of any Note being redeemed in part, and (iii) beginning at the opening
of business on any Record Date and ending on the close of business on the
related Interest Payment Date.

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

SECTION 2.07. Replacement Notes.

                  If a mutilated Note is surrendered to the Trustee or if the
Holder of a Note claims that the Note has been lost, destroyed or wrongfully
taken, the Issuer shall issue and the Trustee shall authenticate a replacement
Note if the Trustee's requirements are met. Such Holder must provide an
indemnity bond or other indemnity, sufficient in the judgment of both the Issuer
and the Trustee, to protect the Issuer, the Trustee or any Agent from any loss
which any of them may suffer if a Note is replaced. The Issuer may charge such
Holder for its reasonable out-of-pocket expenses in replacing a Note pursuant to
this Section 2.07, including reasonable fees and expenses of counsel and of the
Trustee.

                  Every replacement Note is an additional obligation of the
Issuer and every replacement Note Guarantee shall constitute an additional
obligation of the Guarantor thereof.

                  The provisions of this Section 2.07 are exclusive and shall
preclude (to the extent lawful) all other rights and remedies with respect to
the replacement or payment of lost, destroyed or wrongfully taken Notes.

SECTION 2.08. Outstanding Notes.

                  Notes outstanding at any time are all the Notes that have been
authenticated by the Trustee except those cancelled by it, those delivered to it
for cancellation and those described in this Section as not outstanding. A Note
does not cease to be outstanding because the Issuer, the Guarantors or any of
their respective Affiliates hold the Note (subject to the provisions of Section
2.09).

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

                  If the principal amount of any Note is considered paid under
Section 4.01, it ceases to be outstanding and interest ceases to accrue. If on a
Redemption Date or the Maturity

                                      -38-
<PAGE>

Date the Trustee or Paying Agent (other than the Issuer or an Affiliate thereof)
holds U.S. Legal Tender or U.S. Government Obligations sufficient to pay all of
the principal and interest due on the Notes payable on that date, then on and
after that date such Notes cease to be outstanding and interest on them ceases
to accrue.

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 Issuer or any of its Affiliates shall be disregarded, except that, for
the purposes of determining whether the Trustee shall be protected in relying on
any such direction, waiver or consent, only Notes that a Responsible Officer of
the Trustee actually knows are so owned shall be disregarded.

SECTION 2.10. Temporary Notes.

                  Until definitive Notes are ready for delivery, the Issuer may
prepare and the Trustee shall authenticate temporary Notes. Temporary Notes
shall be substantially in the form of definitive Notes but may have variations
that the Issuer considers appropriate for temporary Notes. Without unreasonable
delay, the Issuer shall prepare and the Trustee 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. Notwithstanding the foregoing, so long as the Notes are represented by a
Global Note, such Global Note may be in typewritten form.

SECTION 2.11. Cancellation.

                  The Issuer at any time may deliver Notes to the Trustee for
cancellation. The Registrar and the Paying Agent shall forward to the Trustee
any Notes surrendered to them for transfer, exchange or payment. The Trustee, or
at the direction of the Trustee, the Registrar or the Paying Agent (other than
the Issuer or a Subsidiary), and no one else, shall cancel and, at the written
direction of the Issuer, shall dispose of all Notes surrendered for transfer,
exchange, payment or cancellation in accordance with its customary procedures.
Subject to Section 2.07, the Issuer may not issue new Notes to replace Notes
that it has paid or delivered to the Trustee for cancellation. If the Issuer or
any Guarantor shall acquire any of the Notes, such acquisition shall not operate
as a redemption or satisfaction of the Indebtedness represented by such Notes
unless and until the same are surrendered to the Trustee for cancellation
pursuant to this Section 2.11.

SECTION 2.12. Defaulted Interest.

                  If the Issuer defaults in a payment of interest on the Notes,
it shall pay the defaulted interest, plus (to the extent lawful) any interest
payable on the defaulted interest, in any lawful manner. The Issuer may pay the
defaulted interest to the persons who are Holders on a subsequent special record
date, which date shall be the fifteenth day next preceding the date fixed by the
Issuer for the payment of defaulted interest or the next succeeding Business Day
if such date is not a Business Day. At least 15 days before any such subsequent
special record

                                      -39-
<PAGE>

date, the Issuer shall mail to each Holder, with a copy to the Trustee, a notice
that states the subsequent special record date, the payment date and the amount
of defaulted interest, and interest payable on such defaulted interest, if any,
to be paid.

SECTION 2.13. CUSIP and ISIN Numbers.

                  The Issuer in issuing the Notes may use "CUSIP" or "ISIN"
numbers, and if so, the Trustee shall use the "CUSIP" or "ISIN" numbers in
notices of redemption or exchange as a convenience to Holders; provided,
however, that any such notice may state that no representation is made as to the
correctness or accuracy of the "CUSIP" or "ISIN" numbers 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 Issuer will promptly notify the
Trustee of any change in the "CUSIP" or "ISIN" numbers.

SECTION 2.14. Deposit of Moneys.

                  Subject to Section 2 of the Notes, prior to 10:00 a.m. New
York City time on each Interest Payment Date, Maturity Date, Redemption Date,
Change of Control Payment Date and Net Proceeds Payment Date, the Issuer shall
have deposited with the Paying Agent in immediately available funds money
sufficient to make cash payments, if any, due on such Interest Payment Date,
Maturity Date, Redemption Date, Change of Control Payment Date and Net Proceeds
Payment Date, as the case may be, in a timely manner which permits the Paying
Agent to remit payment to the Holders on such Interest Payment Date, Maturity
Date, Redemption Date, Change of Control Payment Date and Net Proceeds Payment
Date, as the case may be.

SECTION 2.15. Book-Entry Provisions for Global Notes.

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

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

                  (b)      Transfers of Global Notes shall be limited to
transfers in whole, but not in part, to the Depository, its successors or their
respective nominees. Interests of beneficial owners in the Global Notes may be
transferred or exchanged for Physical Notes in accordance with the rules and
procedures of the Depository and the provisions of Section 2.16. In addition,
Physical Notes shall be transferred to all beneficial owners in exchange for
their beneficial inter-

                                      -40-
<PAGE>

ests in Global Notes if (i) the Depository notifies the Issuer that it is
unwilling or unable to act as Depository for any Global Note, the Issuer so
notifies the Trustee in writing and a successor Depository is not appointed by
the Issuer within 90 days of such notice, (ii) the Issuer, at its option,
notifies the Trustee in writing that it elects to cause the issuance of the
Notes in the form of Physical Notes under the Indenture, or (iii) a Default or
Event of Default has occurred and is continuing and the Registrar has received a
written request from any owner of a beneficial interest in a Global Note to
issue Physical Notes. Upon any issuance of a Physical Note in accordance with
this Section 2.15(b) the Trustee is required to register such Physical Note in
the name of, and cause the same to be delivered to, such person or persons (or
the nominee of any thereof). All such Physical Notes shall bear the applicable
legends, if any.

                  (c)      In connection with any transfer or exchange of a
portion of the beneficial interest in a Global Note to beneficial owners
pursuant to paragraph (b) of this Section 2.15, the Registrar shall (if one or
more Physical Notes are to be issued) reflect on its books and records the date
and a decrease in the principal amount of such Global Note in an amount equal to
the principal amount of the beneficial interest in the Global Note to be
transferred, and the Issuer shall execute, and the Trustee shall authenticate
and deliver, one or more Physical Notes of authorized denominations in an
aggregate principal amount equal to the principal amount of the beneficial
interest in the Global Note so transferred.

                  (d)      In connection with the transfer of a Global Note as
an entirety to beneficial owners pursuant to paragraph (b) of this Section 2.15,
such Global Note shall be deemed to be surrendered to the Trustee for
cancellation, and (i) the Issuer shall execute, (ii) the Guarantors shall
execute notations of Note Guarantees on and (iii) the Trustee shall upon written
instructions from the Issuer authenticate and deliver, to each beneficial owner
identified by the Depository in exchange for its beneficial interest in such
Global Note, an equal aggregate principal amount of Physical Notes of authorized
denominations.

                  (e)      Any Physical Note constituting a Restricted Security
delivered in exchange for an interest in a Global Note pursuant to paragraph (b)
or (c) of this Section 2.15 shall, except as otherwise provided by Section 2.16,
bear the Private Placement Legend.

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

SECTION 2.16. Special Transfer and Exchange Provisions.

                  (a)      Transfers to Non-QIB Institutional Accredited
Investors. The following provisions shall apply with respect to the registration
of any proposed transfer of a Restricted Security to any Institutional
Accredited Investor which is not a QIB:

                  (i)      the Registrar shall register the transfer of any
         Restricted Security, whether or not such Note bears the Private
         Placement Legend, if (x) the requested transfer is after the second
         anniversary of the Issue Date; provided, however, that neither the
         Issuer nor any Affiliate of the Issuer has held any beneficial interest
         in such Note, or portion

                                      -41-
<PAGE>

         thereof, at any time on or prior to the second anniversary of the Issue
         Date or (y) the proposed transferee has delivered to the Registrar a
         certificate substantially in the form of Exhibit C hereto and any legal
         opinions and certifications as may be reasonably requested by the
         Trustee and the Issuer;

                  (ii)     if the proposed transferee is a Participant and the
         Notes to be transferred consist of Physical Notes which after transfer
         are to be evidenced by an interest in the IAI Global Note, upon receipt
         by the Registrar of the Physical Note and (x) written instructions
         given in accordance with the Depository's and the Registrar's
         procedures and (y) the certificate, if required, referred to in clause
         (y) of paragraph (i) above (and any legal opinion or other
         certifications), the Registrar shall register the transfer and reflect
         on its books and records the date and an increase in the principal
         amount of the IAI Global Note in an amount equal to the principal
         amount of Physical Notes to be transferred, and the Registrar shall
         cancel the Physical Notes so transferred; and

                  (iii)    if the proposed transferor is a Participant seeking
         to transfer an interest in a Global Note, upon receipt by the Registrar
         of (x) written instructions given in accordance with the Depository's
         and the Registrar's procedures and (y) the certificate, if required,
         referred to in clause (y) of paragraph (i) above, the Registrar shall
         register the transfer and reflect on its books and records the date and
         (A) a decrease in the principal amount of the Global Note from which
         such interests are to be transferred in an amount equal to the
         principal amount of the Notes to be transferred and (B) an increase in
         the principal amount of the IAI Global Note in an amount equal to the
         principal amount of the Notes to be transferred.

                  (b)      Transfers to QIBs. The following provisions shall
apply with respect to the registration of any proposed transfer of a Restricted
Security to a QIB:

                  (i)      the Registrar shall register the transfer of any
         Restricted Security, whether or not such Note bears the Private
         Placement Legend, if (x) the requested transfer is after the second
         anniversary of the Issue Date; provided, however, that neither the
         Issuer nor any Affiliate of the Issuer has held any beneficial interest
         in such Note, or portion thereof, at any time on or prior to the second
         anniversary of the Issue Date or (y) such transfer is being made by a
         proposed transferor who has checked the box provided for on the
         applicable Global Note stating, or has otherwise advised the Issuer and
         the Registrar in writing, that the sale has been made in compliance
         with the provisions of Rule 144A to a transferee who has signed the
         certification provided for on the applicable Global Note stating, or
         has otherwise advised the Issuer and the Registrar in writing, that it
         is purchasing the Note for its own account or an account with respect
         to which it exercises sole investment discretion and that it and any
         such account is a QIB within the meaning of Rule 144A, and is aware
         that the sale to it is being made in reliance on Rule 144A and
         acknowledges that it has received such information regarding the Issuer
         as it has requested pursuant to Rule 144A or has determined not to
         request such information and that it is aware that the transferor is
         relying upon its foregoing representations in order to claim the
         exemption from registration provided by Rule 144A;

                                      -42-
<PAGE>

                  (ii)     if the proposed transferee is a Participant and the
         Notes to be transferred consist of Physical Notes which after transfer
         are to be evidenced by an interest in the 144A Global Note, upon
         receipt by the Registrar of the Physical Note and written instructions
         given in accordance with the Depository's and the Registrar's
         procedures, the Registrar shall register the transfer and reflect on
         its book and records the date and an increase in the principal amount
         of the 144A Global Note in an amount equal to the principal amount of
         Physical Notes to be transferred, and the Registrar shall cancel the
         Physical Notes so transferred; and

                  (iii)    if the proposed transferor is a Participant seeking
         to transfer an interest in the IAI Global Note or the Regulation S
         Global Note, upon receipt by the Registrar of written instructions
         given in accordance with the Depository's and the Registrar's
         procedures, the Registrar shall register the transfer and reflect on
         its books and records the date and (A) a decrease in the principal
         amount of the IAI Global Note or the Regulation S Global Note, as the
         case may be, in an amount equal to the principal amount of the Notes to
         be transferred and (B) an increase in the principal amount of the 144A
         Global Note in an amount equal to the principal amount of the Notes to
         be transferred.

                  (c)      Transfers of Interests in the Temporary Regulation S
Global Note. The following provisions shall apply with respect to the
registration of any proposed transfer of interests in the Temporary Regulation S
Global Note:

                  (i)      the Registrar shall register the transfer of an
         interest in the Temporary Regulation S Global Note, whether or not such
         Global Note bears the Private Placement Legend if the proposed
         transferor has delivered to the Registrar a certificate substantially
         in the form of Exhibit E stating, among other things, that the proposed
         transferee is a Non-U.S. Person (except for a transfer to an Initial
         Purchaser);

                  (ii)     if the proposed transferee is a Participant, upon
         receipt by the Registrar of the documents referred to in clause (i)(x)
         above, if required, and instructions given in accordance with the
         Depository's and the Registrar's procedures, the Registrar shall
         reflect on its books and records the date and amount of such transfer
         of an interest in the Temporary Regulation S Global Note.

                  (d)      Transfers to Non-U.S. Persons. The following
provisions shall apply with respect to any transfer of a Restricted Security to
a Non-U.S. Person under Regulation S:

                  (i)      the Registrar shall register any proposed transfer of
         a Restricted Security to a Non-U.S. Person upon receipt of a
         certificate substantially in the form of Exhibit D from the proposed
         transferor and such certifications, legal opinions and other
         information as the Trustee or the Issuer may reasonably request; and

                  (ii)     (a) if the proposed transferor is a Participant
         holding a beneficial interest in the Rule 144A Global Note or the IAI
         Global Note or the Note to be transferred consists of Physical Notes,
         upon receipt by the Registrar of (x) the documents required by
         paragraph (i) and (y) instructions in accordance with the Depository's
         and the Registrar's

                                      -43-
<PAGE>

         procedures, the Registrar shall reflect on its books and records the
         date and a decrease in the principal amount of the Rule 144A Global
         Note or the IAI Global Note, as the case may be, in an amount equal to
         the principal amount of the beneficial interest in the Rule 144A Global
         Note or the IAI Global Note, as the case may be, to be transferred or
         cancel the Physical Notes to be transferred, and (b) if the proposed
         transferee is a Participant, upon receipt by the Registrar of
         instructions given in accordance with the Depository's and the
         Registrar's procedures, the Registrar shall reflect on its books and
         records the date and an increase in the principal amount of the
         Permanent Regulation S Global Note in an amount equal to the principal
         amount of the Rule 144A Global Note, the IAI Global Note or the
         Physical Notes, as the case may be, to be transferred.

                  (e)      Exchange Offer. Upon the occurrence of the Exchange
Offer in accordance with the Registration Rights Agreement, the Issuer shall
issue and, upon receipt of an Authentication Order in accordance with Section
2.02, the Trustee shall authenticate one or more Global Notes and/or Physical
Notes not bearing the Private Placement Legend in an aggregate principal amount
equal to the principal amount of the beneficial interests in the Initial Global
Notes or Physical Notes, as the case may be, tendered for acceptance in
accordance with the Exchange Offer and accepted for exchange in the Exchange
Offer.

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

                  (g)      Private Placement Legend. Upon the transfer, exchange
or replacement of Notes not bearing the Private Placement Legend unless
otherwise required by applicable law, the Registrar shall deliver Notes that do
not bear the Private Placement Legend. Upon the transfer, exchange or
replacement of Notes bearing the Private Placement Legend, the Registrar shall
deliver only Notes that bear the Private Placement Legend unless (i) there is
delivered to the Trustee an Opinion of Counsel reasonably satisfactory to the
Issuer and the Trustee to the effect that neither such legend nor the related
restrictions on transfer are required in order to maintain compliance with the
provisions of the Securities Act or (ii) such Note has been offered and sold
(including pursuant to the Exchange Offer) pursuant to an effective registration
statement under the Securities Act.

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

                  The Registrar shall retain copies of all letters, notices and
other written communications received pursuant to Section 2.15 or Section 2.16.
The Issuer shall have the right to inspect and make copies of all such letters,
notices or other written communications at any reasonable time upon the giving
of reasonable written notice to the Registrar.

                                      -44-
<PAGE>

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

                  The Trustee shall have no responsibility for the actions or
omissions of the Depository, or the accuracy of the books and records of the
Depository.

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

                                  ARTICLE THREE

                                   REDEMPTION

SECTION 3.01. Notices to Trustee.

                  If the Issuer elects to redeem Notes pursuant to Section 5 or
Section 6 of the Notes, it shall notify the Trustee in writing of the Redemption
Date, the Redemption Price and the principal amount of Notes to be redeemed. The
Issuer shall give notice of redemption to the Trustee at least 45 days but not
more than 60 days before the Redemption Date (unless a shorter notice shall be
agreed to by the Trustee in writing), together with such documentation and
records as shall enable the Trustee to select the Notes to be redeemed.

SECTION 3.02. Selection of Notes To Be Redeemed.

                  If less than all of the Notes are to be redeemed at any time
pursuant to Sections 5 and 6 of the Notes, the Trustee will select Notes for
redemption as follows:

                                      -45-
<PAGE>

                  (x)      if the Notes are listed on a national securities
                           exchange, in compliance with the requirements of the
                           principal national securities exchange on which the
                           Notes are listed; or

                  (y)      if the Notes are not so listed, on a pro rata basis,
                           by lot or by such method as the Trustee shall deem
                           fair and appropriate;

provided that, in the case of such redemption pursuant to Section 6(a) of the
Notes, the Trustee will select the Notes on a pro rata basis or on as nearly a
pro rata basis as practicable (subject to the procedures of the Depository)
unless that method is otherwise prohibited.

                  No Notes of $1,000 or less shall be redeemed in part.

SECTION 3.03. Notice of Redemption.

                  At least 30 days but not more than 60 days before a Redemption
Date, the Issuer shall mail a notice of redemption by first class mail, postage
prepaid, to each Holder whose Notes are to be redeemed at its registered address
(except that a notice issued in connection with a redemption referred to in
Section 8.01 may be more than 60 days before such Redemption Date). At the
Issuer's request, the Trustee shall forward the notice of redemption in the
Issuer's name and at the Issuer's expense. Each notice for redemption shall
identify the Notes (including the CUSIP or ISIN number) to be redeemed and shall
state:

                  (1)      the Redemption Date;

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

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

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

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

                  (6)      if any Note is being redeemed in part, the portion of
         the principal amount of such Note to be redeemed and that, after the
         Redemption Date, and upon surrender and cancellation of such Note, a
         new Note or Notes in aggregate principal amount equal to the unredeemed
         portion thereof will be issued;

                  (7)      if fewer than all the Notes are to be redeemed, the
         identification of the particular Notes (or portion thereof) to be
         redeemed, as well as the aggregate principal

                                      -46-
<PAGE>

         amount of Notes to be redeemed and the aggregate principal amount of
         Notes to be outstanding after such partial redemption; and

                  (8)      the Section of the Notes or the Indenture, as
         applicable, pursuant to which the Notes are to be redeemed.

                  The notice, if mailed in a manner herein provided, shall be
conclusively presumed to have been given, whether or not the Holder receives
such notice. In any case, failure to give such notice by mail or any defect in
the notice to the Holder of any Note designated for redemption in whole or in
part shall not affect the validity of the proceedings for the redemption of any
other Note. Except with respect to redemption pursuant to Section 6(b) of the
Notes, notices of redemption may not be conditional.

SECTION 3.04. Effect of Notice of Redemption.

                  Once notice of redemption is mailed in accordance with Section
3.03, Notes called for redemption become due and payable on the Redemption Date
and at the Redemption Price plus accrued interest, if any. Upon surrender to the
Trustee or Paying Agent, such Notes called for redemption shall be paid at the
Redemption Price (which shall include accrued interest thereon to, but not
including, the Redemption Date), but installments of interest, the maturity of
which is on or prior to the Redemption Date, shall be payable to Holders of
record at the close of business on the relevant Record Dates. On and after the
Redemption Date interest shall cease to accrue on Notes or portions thereof
called for redemption unless the Issuer shall have not complied with its
obligations pursuant to Section 3.05.

SECTION 3.05. Deposit of Redemption Price.

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

                  If the Issuer complies with the preceding paragraph, then,
unless the Issuer defaults in the payment of such Redemption Price plus accrued
interest, if any, interest on the Notes to be redeemed will cease to accrue on
and after the applicable Redemption Date, whether or not such Notes are
presented for payment.

SECTION 3.06. Notes Redeemed in Part.

                  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. A new Note or Notes in principal amount equal to
the unredeemed portion of the original Note or Notes shall be issued in the name
of the Holder thereof upon surrender and cancellation of the original Note or
Notes.

                                      -47-
<PAGE>

                                  ARTICLE FOUR

                                    COVENANTS

SECTION 4.01. Payment of Notes.

                  The Issuer shall pay the principal of (and premium, if any)
and interest on the Notes in the manner provided in the Notes, the Registration
Rights Agreement and this Indenture. An installment of principal of, or interest
on, the Notes shall be considered paid on the date it is due if the Trustee or
Paying Agent (other than the Issuer or an Affiliate thereof) holds on that date
U.S. Legal Tender designated for and sufficient to pay the installment. Interest
on the Notes will be computed on the basis of a 360-day year comprised of twelve
30-day months.

                  The Issuer shall pay interest on overdue principal (including,
without limitation, post petition interest in a proceeding under any Bankruptcy
Law), and overdue interest, to the extent lawful, at the same rate per annum
borne by the Notes.

SECTION 4.02. Maintenance of Office or Agency.

                  The Issuer shall maintain in the Borough of Manhattan, The
City of New York, the office or agency required under Section 2.03 (which may be
an office of the Trustee or an affiliate of the Trustee or Registrar). The
Issuer shall give prompt written notice to the Trustee of the location, and any
change in the location, of such office or agency. If at any time the Issuer
shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the address of the Trustee set
forth in Section 12.02.

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

                  The Issuer hereby initially designates The Bank of New York,
located at 101 Barclay Street, New York, New York 10286, Lobby Level, Attn:
Corporate Trust, as such office of the Issuer in accordance with Section 2.03.

SECTION 4.03. Corporate Existence.

                  Except as otherwise permitted by Article Five, the Issuer
shall do or cause to be done all things necessary to preserve and keep in full
force and effect its corporate existence and the corporate, partnership or other
existence of each of its Restricted Subsidiaries in accordance with the
respective organizational documents of each such Restricted Subsidiary and the
material rights (charter and statutory) and material franchises of the Issuer
and each of its Restricted Subsidiaries; provided, however, that the Issuer
shall not be required to preserve any such right, franchise or corporate
existence with respect to itself or any Restricted Subsidiary if the Board of
Directors

                                      -48-
<PAGE>

shall determine that the preservation thereof is no longer desirable in the
conduct of the business of the Issuer and its Restricted Subsidiaries, taken as
a whole, and that the loss thereof is not adverse in any material respect to the
Holders of the Notes.

SECTION 4.04. Payment of Taxes.

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

SECTION 4.05. [Intentionally Omitted]

SECTION 4.06. Compliance Certificate; Notice of Default.

                  (a)      The Issuer shall deliver to the Trustee, within 120
days after the close of each fiscal year, an Officers' Certificate stating that
a review of the activities of the Issuer and its Subsidiaries has been made
under the supervision of the signing Officers with a view to determining whether
the Issuer and the Guarantors have kept, observed, performed and fulfilled their
obligations under this Indenture and further stating, as to each such Officer
signing such certificate, that to the best of such Officer's knowledge, the
Issuer and the Guarantors during such preceding fiscal year has kept, observed,
performed and fulfilled each and every such covenant and no Default occurred
during such year and at the date of such certificate there is no Default that
has occurred and is continuing or, if such signers do know of such Default, the
certificate shall specify such Default and what action, if any, the Issuer is
taking or proposes to take with respect thereto. The Officers' Certificate shall
also notify the Trustee should the Issuer elect to change the manner in which it
fixes the fiscal year end.

                  (b)      The Issuer shall deliver to the Trustee promptly and
in any event within five days after the Issuer becomes aware of the occurrence
of any Default an Officers' Certificate specifying the Default and what action,
if any, the Issuer is taking or proposes to take with respect thereto.

SECTION 4.07. [Intentionally Omitted]

SECTION 4.08. Waiver of Stay, Extension or Usury Laws.

                  The Issuer and each Guarantor covenants (to the extent
permitted by applicable law) that it will not at any time insist upon, plead, or
in any manner whatsoever claim or take the benefit or advantage of, any stay or
extension law or any usury law or other law that would prohibit

                                      -49-
<PAGE>

or forgive such Issuer or such Guarantor from paying all or any portion of the
principal of and/or interest on the Notes or the Note Guarantee of any such
Guarantor as contemplated herein, wherever enacted, now or at any time hereafter
in force, or which may affect the covenants or the performance of this
Indenture, and (to the extent permitted by applicable law) each hereby expressly
waives all benefit or advantage of any such law, and covenants that it will not
hinder, delay or impede the execution of any power herein granted to the
Trustee, but will suffer and permit the execution of every such power as though
no such law had been enacted.

SECTION 4.09. Change of Control.

                  Upon the occurrence of any Change of Control, each Holder of
Notes will have the right to require the Issuer to repurchase all or any part
(equal to $1,000 or an integral multiple thereof) of that Holder's Notes
pursuant to a Change of Control Offer (the "CHANGE OF CONTROL OFFER"). In the
Change of Control Offer, the Issuer will offer to pay an amount in cash (the
"CHANGE OF CONTROL PURCHASE PRICE") equal to 101% of the aggregate principal
amount of Notes purchased, plus accrued and unpaid interest thereon, if any, to
the date of purchase. Within 30 days following any Change of Control, the Issuer
will mail, or cause to be mailed, a notice to each Holder describing the
transaction or transactions that constitute the Change of Control and offering
to purchase Notes on the date (the "CHANGE OF CONTROL PAYMENT DATE") specified
in such notice, which date shall be a Business Day no earlier than 30 days and
no later than 60 days from the date such notice is mailed, pursuant to the
procedures described below. Such notice shall state:

                  (1)      that the Change of Control Offer is being made
         pursuant to this Section 4.09 and that all Notes tendered and not
         withdrawn will be accepted for payment;

                  (2)      the purchase price (including the amount of accrued
         interest) and the Change of Control Payment Date;

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

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

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

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

                                      -50-
<PAGE>

                  (7)      that Holders whose Notes are purchased only in part
         will be issued new Notes in a principal amount equal to the unpurchased
         portion of the Notes surrendered (equal to $1,000 or an integral
         multiple thereof); and

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

                  On or before the Change of Control Payment Date, the Issuer
will, 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 U.S. Legal Tender
         sufficient to pay the Change of Control Purchase Price 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 Issuer.

                  The Paying Agent will promptly mail to each Holder of Notes so
tendered the Change of Control Purchase Price for such Notes, and the Trustee
will 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 Issuer will publicly announce the results of the Change of
Control Offer on or as soon as practicable after the Change of Control Payment
Date.

                  The Issuer will not be required to make a Change of Control
Offer upon a Change of Control if a third party makes the Change of Control
Offer in the manner, at the times and otherwise in compliance with the
requirements set forth in this Indenture applicable to a Change of Control Offer
made by the Issuer and purchases all Notes validly tendered and not withdrawn
under such Change of Control Offer.

                  The Issuer shall cause the Change of Control Offer to remain
open for at least 20 Business Days or for such longer period as may be required
by law. The Issuer will comply, and will cause any third party making a Change
of Control Offer to 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 a Change of
Control Offer. To the extent the provisions of any applicable securities laws or
regulations conflict with the provisions of this Section 4.09, the Issuer will
not be deemed to have breached their obligations under this Section 4.09 by
virtue of complying with such laws or regulations.

                                      -51-
<PAGE>

SECTION 4.10. Limitations on Additional Indebtedness.

                  (a)      The Issuer will not, and will not permit any
Restricted Subsidiary to, directly or indirectly, incur any Indebtedness;
provided that the Issuer or any Guarantor may incur additional Indebtedness if,
after giving effect thereto, the Consolidated Interest Coverage Ratio would be
at least 2.00 to 1.00 (the "COVERAGE RATIO EXCEPTION").

                  (b)      Notwithstanding Section 4.10(a), each of the
following shall be permitted (the "PERMITTED INDEBTEDNESS"):

                  (1)      Indebtedness of the Issuer, any Guarantor and/or the
         Canadian Subsidiary under the Credit Facilities in an aggregate
         principal amount at any time outstanding not to exceed $90.0 million,
         less, to the extent a permanent repayment and/or commitment reduction
         is required thereunder as a result of such application, the aggregate
         amount of Net Available Proceeds applied to repayments under the Credit
         Facilities in accordance with Section 4.13(d), plus the greater of (x)
         $40.0 million and (y) the sum of (i) 85% of the book value of the
         accounts receivable plus (ii) 65% of the book value of inventory of the
         Issuer and the Restricted Subsidiaries, calculated on a consolidated
         basis and in accordance with GAAP;

                  (2)      the Notes issued on the Issue Date and the Note
         Guarantees and the Exchange Notes and the Note Guarantees in respect
         thereof to be issued pursuant to the Registration Rights Agreement;

                  (3)      Indebtedness of the Issuer and the Restricted
         Subsidiaries to the extent outstanding on the Issue Date (other than
         Indebtedness referred to in clauses (1) and (2) above, and after giving
         effect to the Transactions);

                  (4)      Indebtedness under Hedging Obligations entered into
         in the ordinary course of business for bona fide hedging purposes and
         not for the purpose of speculation that are designed to protect against
         fluctuations in interest rates, foreign currency exchange rates and
         commodity prices; provided that if such Hedging Obligations are of the
         type described in clause (1) of the definition thereof, (a) such
         Hedging Obligations relate to payment obligations on Indebtedness
         otherwise permitted to be incurred by this Section 4.10, and (b) the
         notional principal amount of such Hedging Obligations at the time
         incurred does not exceed the principal amount of the Indebtedness to
         which such Hedging Obligations relate;

                  (5)      Indebtedness of the Issuer owed to a Restricted
         Subsidiary and Indebtedness of any Restricted Subsidiary owed to the
         Issuer or any other Restricted Subsidiary; provided, however, that upon
         any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or
         such Indebtedness being owed to any Person other than the Issuer or a
         Restricted Subsidiary, the Issuer or such Restricted Subsidiary, as
         applicable, shall be deemed to have incurred Indebtedness not permitted
         by this clause (5);

                                      -52-
<PAGE>

                  (6)      Indebtedness in respect of bid, performance or surety
         bonds issued for the account of the Issuer or any Restricted Subsidiary
         in the ordinary course of business, including guarantees or obligations
         of the Issuer or any Restricted Subsidiary with respect to letters of
         credit supporting such bid, performance or surety obligations (in each
         case other than for an obligation for money borrowed);

                  (7)      Purchase Money Indebtedness incurred by the Issuer or
         any Restricted Subsidiary, and Refinancing Indebtedness thereof, in an
         aggregate amount not to exceed at any time outstanding $20.0 million;

                  (8)      Indebtedness arising from the honoring by a bank or
         other financial institution of a check, draft or similar instrument
         inadvertently (except in the case of daylight overdrafts) drawn against
         insufficient funds in the ordinary course of business; provided,
         however, that such Indebtedness is extinguished within fifteen Business
         Days of incurrence;

                  (9)      Indebtedness arising in connection with endorsement
         of instruments for deposit in the ordinary course of business;

                  (10)     Refinancing Indebtedness with respect to Indebtedness
         incurred pursuant to the Coverage Ratio Exception or clauses (2) or (3)
         above or (12) below;

                  (11)     Indebtedness of the Issuer or a Restricted Subsidiary
         arising in connection with the sale, remediation or relocation work at
         San Carlos not to exceed $20.0 million at any time outstanding;
         provided that such Indebtedness shall be extinguished upon the
         consummation of the sale of San Carlos;

                  (12)     Indebtedness of Foreign Subsidiaries; provided that
         at the time of incurrence of Indebtedness under this clause (12) and
         after giving effect thereto, Consolidated Interest Coverage Ratio of
         the Foreign Subsidiaries (calculated by replacing the references to the
         Issuer in the relevant definitions to all Foreign Subsidiaries) is at
         least 2.00 to 1.00; and

                  (13)     Indebtedness of the Issuer or any Restricted
         Subsidiary in an aggregate amount not to exceed $10.0 million at any
         time outstanding.

                  (c)      For purposes of determining compliance with this
Section 4.10, in the event that an item of Indebtedness meets the criteria of
more than one of the categories of Permitted Indebtedness described in clauses
(1) through (13) of Section 4.10(b) or is entitled to be incurred pursuant to
the Coverage Ratio Exception, the Issuer shall in its sole discretion, classify
such item of Indebtedness and may divide and classify such Indebtedness in more
than one of the types of Indebtedness described, except that Indebtedness
incurred under the Credit Facilities on the Issue Date shall be deemed to have
been incurred under clause (1) of Section 4.10(b) and may later reclassify any
item of Indebtedness described in clauses (1) through (13) above (provided that
at the time of reclassification it meets the criteria in such category or
categories). In addition, for purposes of determining any particular amount of
Indebtedness under this Section

                                      -53-
<PAGE>

4.10, guarantees, Liens or letter of credit obligations supporting Indebtedness
otherwise included in the determination of such particular amount shall not be
included so long as incurred by a Person that could have incurred such
Indebtedness.

SECTION 4.11. Limitations on Restricted Payments.

                  (a)      The Issuer will not, and will not permit any
Restricted Subsidiary to, directly or indirectly, make any Restricted Payment if
at the time of such Restricted Payment:

                  (1)      a Default shall have occurred and be continuing or
         shall occur as a consequence thereof;

                  (2)      the Issuer cannot incur $1.00 of additional
         Indebtedness pursuant to the Coverage Ratio Exception; or

                  (3)      the amount of such Restricted Payment, when added to
         the aggregate amount of all other Restricted Payments made after the
         Issue Date (other than Restricted Payments made pursuant to clause (2),
         (3), (4), (5), (6) or (7) of Section 4.11(b)), exceeds the sum (the
         "RESTRICTED PAYMENTS BASKET") of (without duplication):

                           (a)      50% of Consolidated Net Income for the
                  period (taken as one accounting period) commencing on the
                  first day of the fiscal quarter in which the Issue Date occurs
                  to and including the last day of the fiscal quarter ended
                  immediately prior to the date of such calculation for which
                  consolidated financial statements are available (or, if such
                  Consolidated Net Income shall be a deficit, minus 100% of such
                  aggregate deficit), plus

                           (b)      100% of the aggregate net proceeds,
                  including cash and the Fair Market Value of property other
                  than cash, received by the Issuer either (x) as contributions
                  to the common equity of the Issuer after the Issue Date, (y)
                  from the repayment by Holding or Parent of loans made to it on
                  the Issue Date by the Issuer out of the proceeds of this
                  offering or the initial borrowing under the Credit Agreement
                  or (z) from the issuance and sale of Qualified Equity
                  Interests after the Issue Date, other than any such proceeds
                  which are used to redeem Notes in accordance with Section 6(a)
                  of the Notes, plus

                           (c)      the aggregate amount by which Indebtedness
                  (other than any Subordinated Indebtedness) incurred by the
                  Issuer or any Restricted Subsidiary subsequent to the Issue
                  Date is reduced on the Issuer's balance sheet upon the
                  conversion or exchange (other than by a Subsidiary of the
                  Issuer) into Qualified Equity Interests (less the amount of
                  any cash, or the fair value of assets, distributed by the
                  Issuer or any Restricted Subsidiary upon such conversion or
                  exchange), plus

                           (d)      in the case of the disposition or repayment
                  of or return on any Investment that was treated as a
                  Restricted Payment made after the Issue Date, an

                                      -54-
<PAGE>

                  amount (to the extent not included in the computation of
                  Consolidated Net Income) equal to the lesser of (i) 100% of
                  the aggregate amount received by the Issuer or any Restricted
                  Subsidiary in cash or other property (valued at the Fair
                  Market Value thereof) as the return of capital with respect to
                  such Investment and (ii) the amount of such Investment that
                  was treated as a Restricted Payment, in either case, less the
                  cost of the disposition of such Investment and net of taxes,
                  plus

                           (e)      upon a Redesignation of an Unrestricted
                  Subsidiary as a Restricted Subsidiary, the lesser of (i) the
                  Fair Market Value of the Issuer's proportionate interest in
                  such Subsidiary immediately following such Redesignation, and
                  (ii) the aggregate amount of the Issuer's Investments in such
                  Subsidiary to the extent such Investments reduced the
                  Restricted Payments Basket and were not previously repaid or
                  otherwise reduced.

                  (b)      The foregoing provisions will not prohibit:

                  (1)      the payment by the Issuer or any Restricted
         Subsidiary of any dividend within 60 days after the date of declaration
         thereof, if on the date of declaration the payment would have complied
         with the provisions of this Indenture;

                  (2)      the redemption of any Equity Interests of the Issuer
         or any Restricted Subsidiary in exchange for, or out of the proceeds of
         the substantially concurrent issuance and sale of, Qualified Equity
         Interests;

                  (3)      the redemption of Subordinated Indebtedness of the
         Issuer or any Restricted Subsidiary (a) in exchange for, or out of the
         proceeds of the substantially concurrent issuance and sale of,
         Qualified Equity Interests; (b) in exchange for, or out of the proceeds
         of the substantially concurrent incurrence of, Refinancing Indebtedness
         permitted to be incurred under Section 4.10 and the other terms of this
         Indenture; or (c) upon a Change of Control or in connection with an
         Asset Sale to the extent required by the agreement governing such
         Subordinated Indebtedness but only if the Issuer shall have complied
         with Section 4.09 and Section 4.13 and purchased all Notes validly
         tendered pursuant to the relevant offer prior to purchasing or repaying
         such Subordinated Indebtedness;

                  (4)      payments to Parent or Holding to permit Parent or
         Holding, and which are used by Parent or Holding, to redeem Equity
         Interests of Parent held by officers, directors or employees or former
         officers, directors or employees (or their transferees, estates or
         beneficiaries under their estates), upon their death, disability,
         retirement, severance or termination of employment or service; provided
         that the aggregate cash consideration paid for all such redemptions
         shall not exceed $2.0 million during any calendar year (with unused
         amounts in any calendar year being usable, without duplication, in
         subsequent calendar years, provided that not more than $4.0 million of
         unused amounts from previous calendar years may be utilized in any
         single calendar year);

                                      -55-
<PAGE>

                  (5)      payments, distributions, or Investments permitted
         pursuant to clauses (2), (3), (4), (10) and (11) of Section 4.14(b);

                  (6)      repurchases of Equity Interests deemed to occur upon
         the exercise of stock options or warrants if the Equity Interests
         represent a portion of the exercise price thereof;

                  (7)      any payments made in connection with the consummation
         of the Transactions as described in the Offering Memorandum, including
         any loans or distributions to Holding or Parent to make such payments;
         or

                  (8)      other Restricted Payments in an aggregate amount not
         to exceed $10.0 million;

provided that (a) in the case of any Restricted Payment pursuant to clauses (2),
(3) or (4) above, no Default shall have occurred and be continuing or occur as a
consequence thereof and (b) to the extent the issuance and sale of Qualified
Equity Interests are used to make a payment pursuant to clauses (2) or (3)
above, such issuance and sale shall not increase the Restricted Payments Basket.

SECTION 4.12. Limitations on Liens.

                  The Issuer shall not, and shall not permit any Restricted
Subsidiary to, directly or indirectly, create, incur, assume or permit or suffer
to exist any Lien of any nature whatsoever against any assets of the Issuer or
any Restricted Subsidiary (including Equity Interests of a Restricted
Subsidiary), whether owned at the Issue Date or thereafter acquired, or any
proceeds therefrom, or assign or otherwise convey any right to receive income or
profits therefrom securing any Indebtedness (other than Permitted Liens), unless
contemporaneously therewith:

                  (1)      in the case of any Lien securing an obligation that
         ranks pari passu with the Notes or a Note Guarantee, effective
         provision is made to secure the Notes or such Note Guarantee, as the
         case may be, at least equally and ratably with or prior to such
         obligation with a Lien on the same collateral; and

                  (2)      in the case of any Lien securing an obligation that
         is subordinated in right of payment to the Notes or a Note Guarantee,
         effective provision is made to secure the Notes or such Note Guarantee,
         as the case may be, with a Lien on the same collateral that is prior to
         the Lien securing such subordinated obligation,

in each case, for so long as such obligation is secured by such Lien.

SECTION 4.13. Limitations on Asset Sales.

                  (a)      The Issuer will not, and will not permit any
Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale
unless:

                                      -56-
<PAGE>

                  (1)      the Issuer or such Restricted Subsidiary receives
         consideration at the time of such Asset Sale at least equal to the Fair
         Market Value of the assets included in such Asset Sale; and

                  (2)      at least 75% of the total consideration received in
         such Asset Sale consists of cash or Cash Equivalents.

                  (b)      For purposes of clause (2) of Section 4.13(a), the
following shall be deemed to be cash:

                  (1)      the amount (without duplication) of any Indebtedness
         (other than Subordinated Indebtedness) of the Issuer or such Restricted
         Subsidiary that is expressly assumed by the transferee in such Asset
         Sale and with respect to which the Issuer or such Restricted
         Subsidiary, as the case may be, is unconditionally released by the
         holder of such Indebtedness,

                  (2)      the amount of any obligations received from such
         transferee that are within 30 days converted by the Issuer or such
         Restricted Subsidiary to cash (to the extent of the cash actually so
         received), and

                  (3)      the Fair Market Value of (i) any assets (other than
         securities) received by the Issuer or any Restricted Subsidiary to be
         used by it in a Permitted Business, (ii) Equity Interests in a Person
         that is a Restricted Subsidiary or in a Person engaged in a Permitted
         Business that shall become a Restricted Subsidiary immediately upon the
         acquisition of such Person by the Issuer or (iii) a combination of (i)
         and (ii).

                  (c)      If at any time any non-cash consideration received by
the Issuer or any Restricted Subsidiary of the Issuer, as the case may be, in
connection with any Asset Sale is repaid or converted into or sold or otherwise
disposed of for cash (other than interest received with respect to any such
non-cash consideration), then the date of such repayment, conversion or
disposition shall be deemed to constitute the date of an Asset Sale hereunder
and the Net Available Proceeds thereof shall be applied in accordance with this
Section 4.13.

                  (d)      If the Issuer or any Restricted Subsidiary engages in
an Asset Sale, the Issuer or such Restricted Subsidiary shall, no later than 365
days following the consummation thereof, apply all or any of the Net Available
Proceeds therefrom to:

                  (1)      repay Senior Debt or Guarantor Senior Debt, and in
         the case of any such repayment under any revolving credit facility,
         effect a permanent reduction in the availability under such revolving
         credit facility;

                  (2)      repay any Indebtedness which was secured by the
         assets sold in such Asset Sale; and/or

                  (3)      (A) invest all or any part of the Net Available
         Proceeds thereof in the purchase of assets (other than securities) to
         be used by the Issuer or any Restricted Subsidiary

                                      -57-
<PAGE>

         in the Permitted Business, (B) acquire Equity Interests in a Person
         that is a Restricted Subsidiary or in a Person engaged in a Permitted
         Business that shall become a Restricted Subsidiary immediately upon the
         consummation of such acquisition or (C) a combination of (A) and (B).

The amount of Net Available Proceeds not applied or invested as provided in this
paragraph will constitute "EXCESS PROCEEDS".

                  (e)      When the aggregate amount of Excess Proceeds equals
or exceeds $15.0 million, the Issuer will be required to make an offer to
purchase from all Holders and, if applicable, redeem (or make an offer to do so)
any Pari Passu Indebtedness of the Issuer the provisions of which require the
Issuer to redeem such Indebtedness with the proceeds from any Asset Sales (or
offer to do so), in an aggregate principal amount of Notes and such Pari Passu
Indebtedness equal to the amount of such Excess Proceeds as follows:

                  (1)      the Issuer will (a) make an offer to purchase (a "NET
         PROCEEDS OFFER") to all Holders in accordance with the procedures set
         forth below, and (b) redeem (or make an offer to do so) any such other
         Pari Passu Indebtedness, pro rata in proportion to the respective
         principal amounts of the Notes and such other Indebtedness required to
         be redeemed, the maximum principal amount of Notes and Pari Passu
         Indebtedness that may be redeemed out of the amount (the "PAYMENT
         AMOUNT") of such Excess Proceeds;

                  (2)      the offer price for the Notes will be payable in cash
         in an amount equal to 100% of the principal amount of the Notes
         tendered pursuant to a Net Proceeds Offer, plus accrued and unpaid
         interest thereon, if any, to the date such Net Proceeds Offer is
         consummated (the "OFFERED PRICE"), in accordance with the procedures
         set forth in this Indenture and the redemption price for such Pari
         Passu Indebtedness (the "PARI PASSU INDEBTEDNESS PRICE") shall be as
         set forth in the related documentation governing such Indebtedness;

                  (3)      if the aggregate Offered Price of Notes validly
         tendered and not withdrawn by Holders thereof exceeds the pro rata
         portion of the Payment Amount allocable to the Notes, Notes to be
         purchased will be selected on a pro rata basis; and

                  (4)      upon completion of such Net Proceeds Offer in
         accordance with the foregoing provisions, the amount of Excess Proceeds
         with respect to which such Net Proceeds Offer was made shall be deemed
         to be zero.

                  (f)      To the extent that the sum of the aggregate Offered
Price of Notes tendered pursuant to a Net Proceeds Offer and the aggregate Pari
Passu Indebtedness Price paid to the holders of such Pari Passu Indebtedness is
less than the Payment Amount relating thereto (such shortfall constituting a
"NET PROCEEDS DEFICIENCY"), the Issuer may use the Net Proceeds Deficiency, or a
portion thereof, for general corporate purposes, subject to the provisions of
this Indenture.

                                      -58-
<PAGE>

                  (g)      In the event of the transfer of substantially all
(but not all) of the assets of the Issuer and the Restricted Subsidiaries as an
entirety to a Person in a transaction covered by and effected in accordance with
Article Five, the successor shall be deemed to have sold for cash at Fair Market
Value the assets of the Issuer and the Restricted Subsidiaries not so
transferred for purposes of this Section 4.13, and the successor shall comply
with the provisions of this Section 4.13 with respect to such deemed sale as if
it were an Asset Sale (with such Fair Market Value being deemed to be Net
Available Proceeds for such purpose).

                  (h)      Upon the commencement of a Net Proceeds Offer, the
Issuer shall send, by first class mail, a notice to the Trustee and to each
Holder at is registered address. The notice shall contain all instructions and
materials necessary to enable such Holder to tender Notes pursuant to the Net
Proceeds Offer. Any Net Proceeds Offer shall be made to all Holders. The notice,
which shall govern the terms of the Net Proceeds Offer, shall state:

                  (1)      that the Net Proceeds Offer is being made pursuant to
         this Section;

                  (2)      the Payment Amount, the Offered Price, and the date
         on which Notes tendered and accepted for payment shall be purchased,
         which date shall be at least 30 days and not later than 60 days from
         the date such notices is mailed (the "NET PROCEEDS PAYMENT DATE");

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

                  (4)      that, unless the Issuer defaults in making such
         payment, any Notes accepted for payment pursuant to the Net Proceeds
         Offer shall cease to accrue interest on and after the Net Proceeds
         Payment Date;

                  (5)      that Holders electing to have any Notes purchased
         pursuant to any Net Proceeds Offer shall be required to surrender the
         Notes, 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 Issuer, a depository, if appointed by the Issuer, or the Paying
         Agent at the address specified in the notice at least three days before
         the Net Proceeds Payment Date;

                  (6)      that Holders shall be entitled to withdraw their
         election if the Issuer, the Depository or the Paying Agent, as the case
         may be, receives, not later than the Net Proceeds Payment Date, a
         notice 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;

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

                                      -59-
<PAGE>

                  (8)      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).

                  (i)      On the Net Proceeds Payment Date, the Issuer shall,
to the extent lawful: (1) accept for payment all Notes or portions thereof
properly tendered pursuant to the Net Proceeds Offer, subject to pro ration if
the aggregate Notes tendered exceed the Payment Amount allocable to the Notes;
(2) deposit with the Paying Agent U.S. Legal Tender equal to the lesser of the
Payment Amount allocable to the Notes and the amount sufficient to pay the
Offered Price in respect of all Notes or portions thereof so tendered; and (3)
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 repurchased by the Issuer. The Issuer shall publicly
announce the results of the Net Proceeds Offer on the Net Proceeds Payment Date.

                  (j)      The Paying Agent shall promptly mail to each Holder
of Notes so tendered the Offered Price for such Notes, and the Trustee shall
promptly authenticate pursuant to an Authentication Order and mail (or cause to
be transferred by book-entry) to each Holder a new Note equal in principal
amount to any unrepurchased portion of the Notes surrendered, if any; provided
that each such new Note shall be in principal amount of $1,000 or an integral
multiple thereof. However, if the Net Proceeds Payment Date is on or after an
interest 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 Net
Proceeds Offer.

                  (k)      The Issuer will comply with applicable tender offer
rules, including the requirements of Rule 14e-1 under the Exchange Act and any
other applicable laws and regulations in connection with the purchase of Notes
pursuant to a Net Proceeds Offer. To the extent that the provisions of any
securities laws or regulations conflict with the provisions of this Section
4.13, the Issuer shall comply with the applicable securities laws and
regulations and will not be deemed to have breached its obligations under this
Section 4.13 by virtue of this compliance.

SECTION 4.14. Limitations on Transactions with Affiliates.

                  (a)      The Issuer will not, and will not permit any
Restricted Subsidiary to, directly or indirectly, in one transaction or a series
of related transactions, sell, lease, transfer or otherwise dispose of any of
its assets to, or purchase any assets from, or enter into any contract,
agreement, understanding, loan, advance or guarantee with, or for the benefit
of, any Affiliate (an "AFFILIATE TRANSACTION"), unless:

                  (1)      such Affiliate Transaction is on terms that are not
         materially less favorable to the Issuer or the relevant Restricted
         Subsidiary than those that would have been obtained in a comparable
         transaction at such time on an arm's-length basis by the Issuer or that
         Restricted Subsidiary from a Person that is not an Affiliate of the
         Issuer or that Restricted Subsidiary; and

                                      -60-
<PAGE>

                  (2)      the Issuer delivers to the Trustee:

                           (x)      with respect to any Affiliate Transaction
                  involving aggregate value in excess of $5.0 million, an
                  Officers' Certificate certifying that such Affiliate
                  Transaction complies with clause (1) above and a Secretary's
                  Certificate which sets forth and authenticates a resolution
                  that has been adopted by the Independent Directors approving
                  such Affiliate Transaction; and

                           (y)      with respect to any Affiliate Transaction
                  involving aggregate value of $25.0 million or more, the
                  certificates described in the preceding clause (x) and a
                  written opinion as to the fairness of such Affiliate
                  Transaction to the Issuer or such Restricted Subsidiary from a
                  financial point of view issued by an Independent Financial
                  Advisor.

                  (b)      The foregoing restrictions shall not apply to:

                  (1)      transactions exclusively between or among (a) the
         Issuer and one or more Restricted Subsidiaries or (b) Restricted
         Subsidiaries; provided, in each case, that no Affiliate of the Issuer
         (other than another Restricted Subsidiary) owns Equity Interests of any
         such Restricted Subsidiary;

                  (2)      reasonable director, officer and employee
         compensation (including bonuses) and other benefits (including
         retirement, health, stock option and other benefit plans) and
         indemnification arrangements, in each case approved by the Independent
         Directors, and payments to Parent or Holding or on behalf of Parent or
         Holding to pay such amounts incurred by Parent or Holding;

                  (3)      payments by the Issuer and/or one or more
         Subsidiaries to any other Person with which the Issuer or such
         Subsidiaries are required or permitted to file a consolidated tax
         return or with which the Issuer or such Subsidiaries are part of a
         consolidated group for tax purposes, to be used by such Person to pay
         taxes, and which payments by the Issuer and such Subsidiaries are not
         in excess of the tax liabilities that would have been payable by them
         on a stand-alone basis;

                  (4)      payments by the Issuer to or on behalf of Parent or
         Holding in an amount sufficient to pay out-of-pocket legal, accounting
         and filing costs, franchise taxes and other fees required to maintain
         the corporate existence of Parent or Holding actually incurred by
         Parent or Holding, in any case in an aggregate amount not to exceed
         $1.0 million in any calendar year;

                  (5)      loans and advances permitted by clause (3) of the
         definition of "Permitted Investment";

                  (6)      any Restricted Payments which are made in accordance
         with Section 4.11;

                                      -61-
<PAGE>

                  (7)      any transaction with an Affiliate where the only
         consideration paid by the Issuer or any Restricted Subsidiary is
         Qualified Equity Interests;

                  (8)      the payment of fees and other expenses to be paid by
         the Issuer or on behalf of Parent or Holding in connection with the
         consummation of the Transactions as described in the Offering
         Memorandum;

                  (9)      payments by the Issuer or on behalf of Parent or
         Holding to Sponsor and its Control Investment Affiliates for any (a)
         management, consulting, monitoring or advisory fees and expenses not in
         excess of $1.0 million per annum and (b) transaction fees and expenses
         not in excess of 2% of the value of the transaction for which such
         transaction fees and expenses are being paid;

                  (10)     the consolidation or merger of the Issuer and Holding
         as described in the Offering Memorandum; or

                  (11)     the unwinding of the terms of the sale-leaseback
         transaction between the Issuer and Holding relating to San Carlos and
         described in the consolidated financial statements of each of Holding
         and CPI for the fiscal year ended October 3, 2003.

SECTION 4.15. Limitations on Dividend and Other Restrictions Affecting
              Restricted Subsidiaries.

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

                  (a)      pay dividends or make any other distributions on or
         in respect of its Equity Interests;

                  (b)      make loans or advances or pay any Indebtedness or
         other obligation owed to the Issuer or any other Restricted Subsidiary;
         or

                  (c)      transfer any of its assets to the Issuer or any other
         Restricted Subsidiary; except for:

                           (1)      encumbrances or restrictions existing under
                  or by reason of applicable law;

                           (2)      encumbrances or restrictions existing under
                  this Indenture, the Notes and the Note Guarantees;

                           (3)      non-assignment provisions of any contract or
                  any lease entered into in the ordinary course of business;

                                      -62-
<PAGE>

                           (4)      encumbrances or restrictions existing under
                  agreements existing on the date of this Indenture (including,
                  without limitation, the Credit Facilities) as in effect on
                  that date;

                           (5)      restrictions on the transfer of assets
                  subject to any Lien permitted under this Indenture imposed by
                  the holder of such Lien;

                           (6)      restrictions on the transfer of assets
                  imposed under any agreement to sell such assets permitted
                  under this Indenture to any Person pending the closing of such
                  sale;

                           (7)      any instrument governing Acquired
                  Indebtedness, which encumbrance or restriction is not
                  applicable to any Person, or the properties or assets of any
                  Person, other than the Person or the properties or assets of
                  the Person so acquired;

                           (8)      any other agreement governing Indebtedness
                  entered into after the Issue Date that contains encumbrances
                  and restrictions that are not materially more restrictive than
                  those in effect on the Issue Date pursuant to agreements in
                  effect on the Issue Date;

                           (9)      customary provisions in partnership
                  agreements, limited liability company organizational
                  governance documents, joint venture agreements and other
                  similar agreements entered into in the ordinary course of
                  business that restrict the transfer of ownership interests in
                  such partnership, limited liability company, joint venture or
                  similar Person;

                           (10)     Purchase Money Indebtedness incurred in
                  compliance with Section 4.10, that impose restrictions of the
                  nature described in clause (c) above on the assets acquired;

                           (11)     encumbrances or restrictions contained in
                  Indebtedness of Foreign Subsidiaries permitted to be incurred
                  under this Indenture; provided that any such encumbrances or
                  restrictions are ordinary and customary with respect to the
                  type of Indebtedness being incurred under the relevant
                  circumstances and do not, in the good faith judgment of the
                  Board of Directors of the Issuer, materially impair the
                  Issuer's ability to make payment on the Notes when due; and

                           (12)     any encumbrances or restrictions imposed by
                  any amendments or refinancings of the contracts, instruments
                  or obligations referred to in clauses (1) through (10) above;
                  provided that such amendments or refinancings are, in the good
                  faith judgment of the Issuer's Board of Directors, no more
                  materially restrictive with respect to such encumbrances and
                  restrictions than those prior to such amendment or
                  refinancing.

                                      -63-
<PAGE>

SECTION 4.16. Additional Note Guarantees.

                  (a)      If, after the Issue Date, (x) the Issuer or any
Restricted Subsidiary shall acquire or create another Subsidiary (other than a
Foreign Subsidiary or a Subsidiary that has been designated an Unrestricted
Subsidiary), (y) any Unrestricted Subsidiary is designated a Restricted
Subsidiary (other than a Foreign Subsidiary) or (z) the Issuer otherwise elects
to have any Restricted Subsidiary become a Guarantor, then, in each such case,
the Issuer shall cause such Restricted Subsidiary to:

                  (1)      execute and deliver to the Trustee a supplemental
         indenture in form and substance satisfactory to the Trustee pursuant to
         which such Restricted Subsidiary shall unconditionally guarantee all of
         the Issuer's obligations under the Notes and this Indenture; and

                  (2)      deliver to the Trustee one or more opinions of
         counsel that such supplemental indenture (a) has been duly authorized,
         executed and delivered by such Restricted Subsidiary and (b)
         constitutes a valid and legally binding obligation of such Restricted
         Subsidiary in accordance with its terms.

Thereafter, such Restricted Subsidiary shall be a Guarantor for all purposes of
this Indenture.

                  (b)      Notwithstanding Section 4.16(a), a Subsidiary
Guarantor will be automatically and unconditionally released and discharged from
its obligations under its Note Guarantee, the Indenture and the Registration
Rights Agreement under the circumstances set forth in Section 11.05. The form of
the Note Guarantee is attached hereto as Exhibit F.

SECTION 4.17. Limitation on Layering Indebtedness.

                  The Issuer will not, and will not permit any Restricted
Subsidiary to, directly or indirectly, incur or suffer to exist any Indebtedness
that is or purports to be by its terms (or by the terms of any agreement
governing such Indebtedness) senior in right of payment to the Notes or the Note
Guarantee of such Restricted Subsidiary and subordinated in right of payment to
any other Indebtedness of the Issuer or of such Restricted Subsidiary, as the
case may be. For purposes of the foregoing, no Indebtedness will be deemed to be
subordinated in right of payment to any other Indebtedness of the Issuer or any
Restricted Subsidiary solely by virtue of being unsecured or by virtue of the
fact that the holders of such Indebtedness have entered into intercreditor
agreements or other arrangements giving one or more of such holders priority
over the other holders in the collateral held by them.

SECTION 4.18. Reports to Holders.

                  Whether or not required by the SEC, so long as any Notes are
outstanding, the Issuer or Parent will furnish to the Holders of Notes, or file
electronically with the SEC through the SEC's Electronic Data Gathering,
Analysis and Retrieval System (or any successor system), within the time periods
that would be applicable to the Issuer or Parent, as applicable, if it were
subject to Section 13(a) or 15(d) of the Exchange Act:

                                      -64-
<PAGE>

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

                  (2)      all current reports that would be required to be
         filed with the SEC on Form 8-K if the Issuer were required to file
         these reports.

                  In addition, whether or not required by the SEC, the Issuer
will file a copy of all of the information and reports referred to in clauses
(1) and (2) above with the SEC for public availability within the time periods
specified in the SEC's rules and regulations (unless the SEC will not accept the
filing) and make the information available to prospective investors upon
request. The Issuer and the Guarantors have agreed that, for so long as any
Notes remain outstanding, the Issuer will furnish to the Holders and to
prospective investors, upon their request, the information required to be
delivered pursuant to Rule 144A(d)(4) under the Securities Act.

                  Neither the Issuer nor any Guarantor shall provide information
to any Person or the public not otherwise authorized to receive such information
relative to performance requirements or performance contracts when such
information requires access to information classified pursuant to Executive
Order 12356, April 2, 1982 (47 Federal Register 14874, April 6, 1982), or
successor or predecessor orders, or the Atomic Energy Act of 1954 (as amended).
Neither the Issuer nor any Guarantor shall be required to acknowledge to any
Person or the public not otherwise authorized to receive such information the
existence or non-existence of work under special access or compartmented
programs. Notwithstanding the foregoing, should the Issuer or any Guarantor
withhold information permitted pursuant to this paragraph, such entity shall
nonetheless use its commercially reasonable efforts to comply with the rules and
regulations of the SEC relating to the information to be provided pursuant to
the first paragraph above, but shall not be obligated to make disclosures
required by the rules and regulations of the SEC to the extent such disclosures
would conflict with the two preceding sentences.

SECTION 4.19. Limitations on Designation of Unrestricted Subsidiaries.

                  (a)      The Issuer may designate any Subsidiary of the Issuer
as an "Unrestricted Subsidiary" under this Indenture (a "DESIGNATION") only if:

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

                  (2)      the Issuer would be permitted to make, at the time of
         such Designation, (a) a Permitted Investment or (b) an Investment
         pursuant to Section 4.11(a), in either case, in an amount (the
         "DESIGNATION AMOUNT") equal to the Fair Market Value of the Issuer's
         proportionate interest in such Subsidiary on such date.

                                      -65-
<PAGE>

                  (b)      No Subsidiary shall be Designated as an "Unrestricted
Subsidiary" unless such Subsidiary:

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

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

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

                  (4)      has not guaranteed or otherwise directly or
         indirectly provided credit support for any Indebtedness of the Issuer
         or any Restricted Subsidiary, except for any guarantee given solely to
         support the pledge by the Issuer or any Restricted Subsidiary of the
         Equity Interests of such Unrestricted Subsidiary, which guarantee is
         not recourse to the Issuer or any Restricted Subsidiary.

                  (c)      If, at any time, any Unrestricted Subsidiary fails to
meet the requirements of Section 4.19(a) and (b) as an Unrestricted Subsidiary,
it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this
Indenture and any Indebtedness of the Subsidiary and any Liens on assets of such
Subsidiary shall be deemed to be incurred by a Restricted Subsidiary as of the
date and, if the Indebtedness is not permitted to be incurred under Section 4.10
or the Lien is not permitted under the covenant described under Section 4.12,
the Issuer shall be in default of the applicable covenant.

                  (d)      The Issuer may designate an Unrestricted Subsidiary
as a Restricted Subsidiary (a "REDESIGNATION") only if:

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

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

                  (e)      All Designations and Redesignations must be evidenced
by resolutions of the Board of Directors of the Issuer, delivered to the Trustee
certifying compliance with the foregoing provisions.

                                      -66-
<PAGE>

SECTION 4.20. Limitation on the Issuance or Sale of Equity Interests of
              Restricted Subsidiaries.

                  The Issuer will not, and will not permit any Restricted
Subsidiary to, directly or indirectly, sell or issue any shares of Equity
Interests of any Restricted Subsidiary except (1) to the Issuer, a Restricted
Subsidiary or the minority stockholders of any Restricted Subsidiary, on a pro
rata basis, at Fair Market Value, or (2) to the extent such shares represent
directors' qualifying shares or shares required by applicable law to be held by
a Person other than the Issuer or a Wholly-Owned Restricted Subsidiary. The sale
of all the Equity Interests of any Restricted Subsidiary is permitted by this
Section 4.20 but is subject to Section 4.13.

SECTION 4.21. Business Activities.

                  The Issuer will not, and will not permit any Restricted
Subsidiary to, engage in any business other than the Permitted Business.

                                  ARTICLE FIVE

                              SUCCESSOR CORPORATION

SECTION 5.01. Mergers, Consolidations, Etc.

                  (a)      The Issuer will not, directly or indirectly, in a
single transaction or a series of related transactions, (i) consolidate or merge
with or into another Person (other than a merger with a Wholly-Owned Restricted
Subsidiary solely for the purpose of changing the Issuer's jurisdiction of
incorporation to another State of the United States), or sell, lease, transfer,
convey or otherwise dispose of or assign all or substantially all of the assets
of the Issuer or the Issuer and the Restricted Subsidiaries (taken as a whole)
or (ii) adopt a Plan of Liquidation unless, in either case:

                  (1)      either:

                           (a)      the Issuer will be the surviving or
                  continuing Person; or

                           (b)      the Person formed by or surviving such
                  consolidation or merger or to which such sale, lease,
                  conveyance or other disposition shall be made (or, in the case
                  of a Plan of Liquidation, any Person to which assets are
                  transferred) (collectively, the "SUCCESSOR") is a corporation,
                  limited liability company or limited partnership organized and
                  existing under the laws of any State of the United States of
                  America or the District of Columbia, and the Successor
                  expressly assumes, by supplemental indenture in form and
                  substance satisfactory to the Trustee, all of the obligations
                  of the Issuer under the Notes, this Indenture and the
                  Registration Rights Agreement;

                  (2)      immediately prior to and immediately after giving
         effect to such transaction and the assumption of the obligations as set
         forth in clause (1)(b) above and the incurrence

                                      -67-
<PAGE>

         of any Indebtedness to be incurred in connection therewith, no Default
         shall have occurred and be continuing; and

                  (3)      immediately after and giving effect to such
         transaction and the assumption of the obligations set forth in clause
         (1)(b) above and the incurrence of any Indebtedness to be incurred in
         connection therewith, and the use of any net proceeds therefrom on a
         pro forma basis, (a) the Consolidated Net Worth of the Issuer or the
         Successor, as the case may be, would be at least equal to the
         Consolidated Net Worth of the Issuer immediately prior to such
         transaction and (b) either (x) the Issuer or the Successor, as the case
         may be, could incur $1.00 of additional Indebtedness pursuant to the
         Coverage Ratio Exception or (y) the Consolidated Interest Coverage
         Ratio of the Issuer or the Successor, as the case may be, would be at
         least equal to the Consolidated Interest Coverage Ratio of the Issuer
         immediately prior to such transaction.

                  For purposes of this Section 5.01(a), any Indebtedness of the
Successor which was not Indebtedness of the Issuer immediately prior to the
transaction shall be deemed to have been incurred in connection with such
transaction.

                  (b)      Parent will not, directly or indirectly, in a single
transaction or a series of related transactions, (a) consolidate or merge with
or into another Person, or sell, lease, transfer, convey or otherwise dispose of
or assign all or substantially all of the assets of Parent and its Subsidiaries
(taken as a whole) or (b) adopt a Plan of Liquidation unless, in either case:

                  (1)      either:

                           (a)      Parent will be the surviving or continuing
                  Person; or

                           (b)      the Person formed by or surviving such
                  consolidation or merger or to which such sale, lease,
                  conveyance or other disposition shall be made (or, in the case
                  of a Plan of Liquidation, any Person to which assets are
                  transferred) (collectively, the "PARENT SUCCESSOR") is a
                  corporation, limited liability company or limited partnership
                  organized and existing under the laws of any State of the
                  United States of America or the District of Columbia, and the
                  Parent Successor expressly assumes, by supplemental indenture
                  in form and substance satisfactory to the Trustee, all of the
                  obligations of Parent under its Note Guarantee, this Indenture
                  and the Registration Rights Agreement; and

                  (2)      immediately after giving effect to such transaction,
                  no Default shall have occurred and be continuing.

                  (c)      Except as provided in Section 11.05, no Guarantor
(other than Parent) may consolidate with or merge with or into (whether or not
such Guarantor is the surviving Person) another Person, unless:

                                      -68-
<PAGE>

                  (1)      either:

                           (a)      such Guarantor will be the surviving or
                  continuing Person; or

                           (b)      the Person formed by or surviving any such
                  consolidation or merger is another Guarantor or assumes, by
                  supplemental indenture in form and substance satisfactory to
                  the Trustee, all of the obligations of such Guarantor under
                  the Note Guarantee of such Guarantor, this Indenture and the
                  Registration Rights Agreement, and, in the case of a
                  consolidation or merger with Parent, is a corporation, limited
                  liability company or limited partnership organized and
                  existing under the laws of any State of the United States of
                  America or the District of Columbia; and

                  (2)      immediately after giving effect to such transaction,
         no Default shall have occurred and be continuing.

                  (d)      For purposes of the foregoing, the transfer (by
lease, assignment, sale or otherwise, in a single transaction or series of
transactions) of all or substantially all of the properties or assets of one or
more Restricted Subsidiaries, the Equity Interests of which constitute all or
substantially all of the properties and assets of the Issuer, will be deemed to
be the transfer of all or substantially all of the properties and assets of the
Issuer or Parent, as the case may be.

                  (e)      Upon any such consolidation, combination or merger of
the Issuer or a Guarantor, or any such transfer of all or substantially all of
the assets of the Issuer or Parent in accordance with the foregoing, in which
the Issuer or such Guarantor is not the continuing obligor under the Notes or
its Note Guarantee, the surviving entity formed by such consolidation or into
which the Issuer or such Guarantor is merged or the entity to which the
conveyance, lease or transfer is made will succeed to, and be substituted for,
and may exercise every right and power of, the Issuer or such Guarantor under
this Indenture, the Notes and the Note Guarantees with the same effect as if
such surviving entity had been named therein as the Issuer or such Guarantor
and, except in the case of a lease, the Issuer or such Guarantor, as the case
may be, will be released from the obligation to pay the principal of and
interest on the Notes or in respect of its Note Guarantee, as the case may be,
and all of the Issuer's or such Guarantor's other obligations and covenants
under the Notes, this Indenture and its Note Guarantee, if applicable.

                  (f)      Notwithstanding the foregoing, any Restricted
Subsidiary may consolidate with or merge with or into the Issuer or another
Restricted Subsidiary.

                                      -69-
<PAGE>

                                   ARTICLE SIX

                              DEFAULT AND REMEDIES

SECTION 6.01. Events of Default.

                  Each of the following is an "EVENT OF DEFAULT":

                  (1)      failure by the Issuer to pay interest on any of the
         Notes when it becomes due and payable and the continuance of any such
         failure for 30 days (whether or not such payment is prohibited by the
         subordination provisions of this Indenture);

                  (2)      failure by the Issuer to pay the principal on any of
         the Notes when it becomes due and payable, whether at Stated Maturity,
         upon redemption, upon purchase, upon acceleration or otherwise (whether
         or not such payment is prohibited by the subordination provisions of
         this Indenture);

                  (3)      failure by the Issuer to comply with Section 5.01 or
         in respect of its obligations to make a Change of Control Offer as
         described under Section 4.09 (whether or not such compliance is
         prohibited by the subordination provisions of this Indenture);

                  (4)      failure by the Issuer to comply with any other
         agreement or covenant in this Indenture and continuance of such failure
         for 60 days after notice of such failure has been given to the Issuer
         by the Trustee or by the Holders of at least 25% of the aggregate
         principal amount of the Notes then outstanding;

                  (5)      default under any mortgage, indenture or other
         instrument or agreement under which there may be issued or by which
         there may be secured or evidenced Indebtedness of the Issuer or any
         Restricted Subsidiary, whether such Indebtedness now exists or is
         incurred after the Issue Date, which default:

                           (a)      is caused by a failure to pay at final
                  maturity, principal on such Indebtedness within the applicable
                  express grace period and any extensions thereof,

                           (b)      results in the acceleration of such
                  Indebtedness prior to its express final maturity or

                           (c)      results in the commencement of judicial
                  proceedings to foreclose upon, or to exercise remedies under
                  applicable law or applicable security documents to take
                  ownership of, the assets securing such Indebtedness, and

         in each case, the principal amount of such Indebtedness, together with
         any other Indebtedness with respect to which an event described in
         clause (a), (b) or (c) has occurred and is continuing, aggregates $25.0
         million or more;

                                      -70-
<PAGE>

                  (6)      one or more judgments or orders that exceed $25.0
         million in the aggregate (net of amounts covered by insurance or
         bonded) for the payment of money have been entered by a court or courts
         of competent jurisdiction against the Issuer or any Restricted
         Subsidiary and such judgment or judgments have not been satisfied,
         stayed, annulled or rescinded within 60 days of being entered;

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

                           (a)      commences a voluntary case,

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

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

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

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

                           (a)      is for relief against the Issuer or any
                  Significant Subsidiary as debtor in an involuntary case,

                           (b)      appoints a Custodian of the Issuer or any
                  Significant Subsidiary or a Custodian for all or substantially
                  all of the assets of the Issuer or any Significant Subsidiary,
                  or

                           (c)      orders the liquidation of the Issuer or any
                  Significant Subsidiary,

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

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

SECTION 6.02. Acceleration.

                  (a)      If an Event of Default specified in clause (7) or (8)
of Section 6.01 with respect to the Issuer occurs, all outstanding Notes shall
become due and payable without any further action or notice. If an Event of
Default (other than an Event of Default specified in clause (7) or (8) of
Section 6.01 with respect to the Issuer) shall have occurred and be continuing
under this Indenture, the Trustee, by written notice to the Issuer, or the
Holders of at least 25% in

                                      -71-
<PAGE>

aggregate principal amount of the Notes then outstanding, by written notice to
the Issuer and the Trustee, may declare (an "ACCELERATION DECLARATION") all
amounts owing under the Notes to be due and payable immediately. Upon such
declaration of acceleration, the aggregate principal of and accrued and unpaid
interest on the outstanding Notes shall become due and payable (a) if there is
no Indebtedness outstanding under any Credit Facility at such time, immediately
and (b) if otherwise, upon the earlier of (x) the final maturity (after giving
effect to any applicable grace period or extensions thereof) or an acceleration
of any Indebtedness under any Credit Facility prior to the express final Stated
Maturity thereof and (y) five business days after the Representative under each
Credit Facility receives the acceleration declaration, but only, if such Event
of Default is then continuing; provided, however, that after such acceleration,
but before a judgment or decree based on acceleration, the Holders of a majority
in aggregate principal amount of such outstanding Notes may rescind and annul
such acceleration:

                  (1)      if the rescission would not conflict with any
         judgment or decree;

                  (2)      if all existing Defaults have been cured or waived
         except nonpayment of principal and interest that has become due solely
         because of this acceleration;

                  (3)      to the extent the payment of such interest is lawful,
         interest on overdue installments of interest and overdue principal,
         which has become due otherwise than by such declaration of
         acceleration, has been paid;

                  (4)      if the Issuer has paid to the Trustee its reasonable
         compensation and reimbursed the Trustee of its expenses, disbursements
         and advances; and

                  (5)      in the event of a cure or waiver of a Default of the
         type set forth in Section 6.01(7) or (8), the Trustee shall have
         received an Officers' Certificate and an Opinion of Counsel that such
         Default has been cured or waived.

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

                  (b)      The Issuer shall provide prompt written notice to the
holders of Senior Debt and Guarantor Senior Debt of any acceleration pursuant to
Section 6.02(a).

SECTION 6.03. Other Remedies.

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

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

                                      -72-
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SECTION 6.04. Waiver of Past Defaults.

                  Subject to Sections 2.09, 6.07 and 9.02, the Holders of a
majority in principal amount of the outstanding Notes (which may include
consents obtained in connection with a tender offer or exchange offer of Notes)
by notice to the Trustee may waive an existing Default and its consequences,
except a Default in the payment of principal of, or interest on, any Note as
specified in Section 6.01(1) or (2). The Issuer shall deliver to the Trustee an
Officers' Certificate stating that the requisite percentage of Holders have
consented to such waiver and attaching copies of such consents. When a Default
is waived, it is cured and ceases.

SECTION 6.05. Control by Majority.

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

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

SECTION 6.06. Limitation on Suits.

                  No Holder will have any right to institute any proceeding with
respect to this Indenture or for any remedy thereunder, unless the Trustee:

                  (1)      has failed to act for a period of 60 days after
         receiving written notice of a continuing Event of Default by such
         Holder and a request to act by Holders of at least 25% in aggregate
         principal amount of Notes outstanding;

                  (2)      has been offered indemnity satisfactory to it in its
         reasonable judgment; and

                  (3)      has not received from the Holders of a majority in
         aggregate principal amount of the outstanding Notes a direction
         inconsistent with such request.

However, such limitations do not apply to a suit instituted by a Holder of any
Note for enforcement of payment of the principal of or interest on such Note on
or after the due date therefor.

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

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SECTION 6.07. Rights of Holders To Receive Payment.

                  Notwithstanding any other provision of this Indenture, the
right of any Holder to receive payment of principal of, and interest on, a Note,
on or after the respective due dates therefor, 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 the Holder.

SECTION 6.08. Collection Suit by Trustee.

                  If a Default in payment of principal or interest specified in
Section 6.01(1) or (2) occurs and is continuing, the Trustee may recover
judgment in its own name and as trustee of an express trust against the Issuer
or any other obligor on the Notes for the whole amount of principal and accrued
interest and fees remaining unpaid, together with interest on overdue principal
and, to the extent that payment of such interest is lawful, interest on overdue
installments of interest, in each case at the rate per annum borne by the Notes
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 may file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel) and the Holders allowed in any
judicial proceedings relating to the Issuer, their creditors or their property
and shall be entitled and empowered to collect and receive any monies or other
property payable or deliverable on any such claims and to distribute the same,
and any Custodian in any such judicial proceedings is hereby authorized by each
Holder to make such payments to the Trustee and, in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay to
the Trustee any amount due to it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agent and counsel, and any other
amounts due the Trustee under Section 7.07. Nothing herein contained shall be
deemed to authorize the Trustee to authorize or consent to or accept or adopt on
behalf of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Holder thereof, or to
authorize the Trustee to vote in respect of the claim of any Holder in any such
proceeding. The Trustee shall be entitled to participate as a member of any
official committee of creditors in the matters as it deems necessary or
advisable.

SECTION 6.10. Priorities.

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

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

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

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

                  Fourth: to the Issuer or, if applicable, the Guarantors, as
         their respective interests may appear.

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

SECTION 6.11. Undertaking for Costs.

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

                                  ARTICLE SEVEN

                                     TRUSTEE

SECTION 7.01. Duties of Trustee.

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

                  (b)      Except during the continuance of a Default:

                  (1)      The Trustee need perform only those duties as are
         specifically set forth herein or in the Trust Indenture Act and no
         duties, covenants, responsibilities or obligations shall be implied in
         this Indenture against the Trustee.

                  (2)      In the absence of bad faith on its part, the Trustee
         may conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, upon certificates
         (including Officers' Certificates) or opinions (including Opinions of
         Counsel) furnished to the Trustee and conforming to the requirements of
         this Indenture.

                                      -75-
<PAGE>

         However, in the case of any such certificates or opinions which by any
         provision hereof are specifically required to be furnished to the
         Trustee, the Trustee shall examine the certificates and opinions to
         determine whether or not they conform to the requirements of this
         Indenture.

                  (c)      Notwithstanding anything to the contrary herein, the
Trustee may not be relieved from liability for its own negligent action, its own
negligent failure to act, or its own willful misconduct, except that:

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

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

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

                  (d)      No provision of this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its duties hereunder or to take or omit
to take any action under this Indenture or take any action at the request or
direction of Holders if it shall have reasonable grounds for believing that
repayment of such funds is not assured to it.

                  (e)      Whether or not therein expressly so provided, every
provision of this Indenture that in any way relates to the Trustee is subject to
this Section 7.01.

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

                  (g)      In the absence of bad faith, negligence or willful
misconduct on the part of the Trustee, the Trustee shall not be responsible for
the application of any money by any Paying Agent other than the Trustee.

SECTION 7.02. Rights of Trustee.

                  Subject to Section 7.01:

                  (a)      The Trustee may rely conclusively on any resolution,
         certificate (including any Officers' Certificate), statement,
         instrument, opinion (including any Opinion of Counsel), notice,
         request, direction, consent, order, bond, debenture, or other paper or
         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.

                                      -76-
<PAGE>

                  (b)      Before the Trustee acts or refrains from acting, it
         may require an Officers' Certificate and an Opinion of Counsel, which
         shall conform to the provisions of Section 12.05. The Trustee shall not
         be liable for any action it takes or omits to take in good faith in
         reliance on such Officer's Certificate or Opinion of Counsel.

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

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

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

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

                  (g)      The Trustee shall not be bound to make any
         investigation into the facts or matters stated in any resolution,
         certificate (including any Officers' Certificate), statement,
         instrument, opinion (including any Opinion of Counsel), notice,
         request, direction, consent, order, bond, debenture, or other paper or
         document, but the Trustee, in its discretion, may make such further
         inquiry or investigation into such facts or matters as it may see fit
         and, if the Trustee shall determine to make such further inquiry or
         investigation, it shall be entitled, upon reasonable notice to the
         Issuer, to examine the books, records, and premises of the Issuer,
         personally or by agent or attorney at the sole cost of the Issuer.

                  (h)      The Trustee shall not be required to give any bond or
         surety in respect of the performance of its powers and duties
         hereunder.

                  (i)      The permissive rights of the Trustee to do things
         enumerated in this Indenture shall not be construed as duties.

                  (j)      Except with respect to Section 4.01 and 4.06, the
         Trustee shall have no duty to inquire as to the performance of the
         Issuer with respect to the covenants contained in Article 4. In
         addition, the Trustee shall not be deemed to have knowledge of an Event
         of Default except (i) any Default or Event of Default occurring
         pursuant to Sections 4.01, 6.01(1) or 6.01(2) or (ii) any Default or
         Event of Default of which the Trustee shall have received written
         notification.

                                      -77-
<PAGE>

                  (k)      The rights, privileges, protections, immunities and
         benefits given to the Trustee, including, without limitation, its right
         to be indemnified, are extended to, and shall be enforceable by, the
         Trustee in each of its capacities hereunder, and to each agent,
         custodian and other Person employed to act hereunder.

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 Issuer, its
Subsidiaries or its respective Affiliates with the same rights it would have if
it were not Trustee. Any Agent may do the same with like rights. However, the
Trustee must comply with Sections 7.10 and 7.11.

SECTION 7.04. Trustee's Disclaimer.

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

SECTION 7.05. Notice of Default.

                  If a Default occurs and is continuing and the Trustee receives
actual notice of such Default, the Trustee shall mail to each Holder notice of
the uncured Default within 30 days after such Default occurs. Except in the case
of a Default in payment of principal of, or interest on, any Note, including an
accelerated payment and the failure to make a payment on the Change of Control
Payment Date pursuant to a Change of Control Offer or the Net Proceeds Payment
Date pursuant to a Net Proceeds Offer, or a Default in complying with the
provisions of Article Five, the Trustee may withhold the notice if and so long
as the Board of Directors, the executive committee, or a trust committee of
directors and/or Responsible Officers, of the Trustee in good faith determines
that withholding the notice is in the interest of the Holders.

SECTION 7.06. Reports by Trustee to Holders.

                  Within 60 days after each January 1, beginning with January 1,
2005, the Trustee shall, to the extent that any of the events described in Trust
Indenture Act Section 313(a) occurred within the previous twelve months, but not
otherwise, mail to each Holder a brief report dated as of such date that
complies with Trust Indenture Act Section 313(a). The Trustee also shall comply
with Trust Indenture Act Sections 313(b), 313(c) and 313(d).

                  A copy of each report at the time of its mailing to Holders
shall be mailed to the Issuer and filed with the SEC and each securities
exchange, if any, on which the Notes are listed.

                                      -78-
<PAGE>

                  The Issuer shall notify the Trustee if the Notes become listed
on any securities exchange or of any delisting thereof and the Trustee shall
comply with Trust Indenture Act Section 313(d).

SECTION 7.07. Compensation and Indemnity.

                  The Issuer shall pay to the Trustee from time to time such
compensation as the Issuer and the Trustee shall from time to time agree in
writing for its services hereunder. The Trustee's compensation shall not be
limited by any law on compensation of a trustee of an express trust. The Issuer
shall reimburse the Trustee upon request for all reasonable disbursements,
expenses and advances (including reasonable fees and expenses of counsel)
incurred or made by it in addition to the compensation for its services, except
any such disbursements, expenses and advances as may be attributable to the
Trustee's negligence, bad faith or willful misconduct. Such expenses shall
include the reasonable fees and expenses of the Trustee's agents and counsel.

                  The Issuer shall indemnify each of the Trustee or any
predecessor Trustee and its agents for, and hold them harmless against, any and
all loss, damage, claims including taxes (other than taxes based upon, measured
by or determined by the income of the Trustee), liability or expense incurred by
them except for such actions to the extent caused by any negligence, bad faith
or willful misconduct on their part, arising out of or in connection with the
acceptance or administration of this trust including the reasonable costs and
expenses of defending themselves against or investigating any claim or liability
in connection with the exercise or performance of any of the Trustee's rights,
powers or duties hereunder. The Trustee shall notify the Issuer promptly of any
claim asserted against the Trustee or any of its agents for which it may seek
indemnity. The Issuer may, subject to the approval of the Trustee (which
approval shall not be unreasonably withheld), defend the claim and the Trustee
shall cooperate in the defense. The Trustee and its agents subject to the claim
may have separate counsel and the Issuer shall pay the reasonable fees and
expenses of such counsel; provided, however, that the Issuer will not be
required to pay such fees and expenses if, subject to the approval of the
Trustee (which approval shall not be unreasonably withheld), it assumes the
Trustee's defense and there is no conflict of interest between the Issuer and
the Trustee and its agents subject to the claim in connection with such defense
as reasonably determined by the Trustee. The Issuer need not pay for any
settlement made without its written consent. The Issuer need not reimburse any
expense or indemnify against any loss or liability to the extent incurred by the
Trustee through its negligence, bad faith or willful misconduct.

                  To secure the Issuer's payment obligations in this Section
7.07, the Trustee shall have a Lien prior to the Notes against all money or
property held or collected by the Trustee, in its capacity as Trustee, except
money or property held in trust to pay principal and interest on particular
Notes. The obligations of the Issuer and the Guarantors under this Section shall
not be subordinated to the payment of Senior Debt pursuant to Article Ten or
Section 11.02 except assets or money held in trust to pay principal of or
interest on particular Notes.

                                      -79-
<PAGE>

                  When the Trustee incurs expenses or renders services after a
Default specified in Section 6.01(7) or (8) occurs, such expenses and the
compensation for such services shall be paid to the extent allowed under any
Bankruptcy Law.

                  Notwithstanding any other provision in this Indenture, the
foregoing provisions of this Section 7.07 shall survive the satisfaction and
discharge of this Indenture or the appointment of a successor Trustee.

SECTION 7.08. Replacement of Trustee.

                  The Trustee may resign at any time by so notifying the Issuer
in writing. The Holders of a majority in principal amount of the outstanding
Notes may remove the Trustee by so notifying the Issuer and the Trustee and may
appoint a successor Trustee. The Issuer may remove the Trustee if:

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

                  (2)      the Trustee is adjudged a bankrupt or an insolvent;

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

                  (4)      the Trustee becomes incapable of acting.

                  If the Trustee resigns or is removed or if a vacancy exists in
the office of Trustee for any reason, the Issuer shall notify each Holder of
such event and 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 Notes may appoint a successor Trustee to replace the successor
Trustee appointed by the Issuer.

                  A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Issuer. Immediately after that,
the retiring Trustee shall transfer, after payment of all sums then owing to the
Trustee pursuant to Section 7.07, all property held by it as Trustee to the
successor Trustee, subject to the Lien provided in Section 7.07, the resignation
or removal of the retiring Trustee shall become effective, and the successor
Trustee shall have all the rights, powers and duties of the Trustee under this
Indenture. A successor Trustee shall mail notice of its succession to each
Holder.

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

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

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<PAGE>

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

SECTION 7.09. Successor Trustee by Merger, Etc.

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

SECTION 7.10. Eligibility; Disqualification.

                  This Indenture shall always have a Trustee who satisfies the
requirement of Trust Indenture Act Sections 310(a)(1), 310(a)(2) and 310(a)(5).
The Trustee shall have a combined capital and surplus of at least $150,000,000
as set forth in its most recent published annual report of condition. The
Trustee shall comply with Trust Indenture Act Section 310(b); provided, however,
that there shall be excluded from the operation of Trust Indenture Act Section
310(b)(1) any indenture or indentures under which other securities, or
certificates of interest or participation in other securities, of the Issuer are
outstanding, if the requirements for such exclusion set forth in Trust Indenture
Act Section 310(b)(1) are met. The provisions of Trust Indenture Act Section 310
shall apply to the Issuer and any other obligor of the Notes.

SECTION 7.11. Preferential Collection of Claims Against the Issuer.

                  The Trustee, in its capacity as Trustee hereunder, shall
comply with Trust Indenture Act Section 311(a), excluding any creditor
relationship listed in Trust Indenture Act Section 311(b). A Trustee who has
resigned or been removed shall be subject to Trust Indenture Act Section 311(a)
to the extent indicated.

                                  ARTICLE EIGHT

                       DISCHARGE OF INDENTURE; DEFEASANCE

SECTION 8.01. Termination of the Issuer's Obligations.

                  The Issuer may terminate its obligations under the Notes and
this Indenture and the obligations of the Guarantors under the Note Guarantees
and the Indenture and this Indenture shall cease to be of further effect, except
those obligations referred to in the penultimate paragraph of this Section 8.01,
if:

                  (1)      all the Notes that have been authenticated and
         delivered (except lost, stolen or destroyed Notes which have been
         replaced or paid and Notes for whose payment money has been deposited
         in trust or segregated and held in trust by the Issuer and thereafter
         repaid to the Issuer or discharged from this trust) have been delivered
         to the Trustee for cancellation, or

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<PAGE>

                  (2)      (a) all Notes not delivered to the Trustee for
         cancellation otherwise have become due and payable or have been called
         for redemption pursuant to Section 5 or Section 6 of the Notes and the
         Issuer has irrevocably deposited or caused to be deposited with the
         Trustee funds in trust sufficient to pay and discharge the entire
         Indebtedness (including all principal and accrued interest) on the
         Notes not theretofore delivered to the Trustee for cancellation,

                  (b)      the Issuer has paid all sums payable by them under
         this Indenture, and

                  (c)      the Issuer has delivered irrevocable instructions to
         the Trustee to apply the deposited money toward the payment of the
         Notes at maturity or on the date of redemption, as the case may be.

                  In addition, in the case of clause (2), the Issuer must
deliver an Officer's Certificate and an Opinion of Counsel stating that all
conditions precedent to satisfaction and discharge have been complied with.

                  In the case of clause (2) of this Section 8.01, and subject to
the next sentence and notwithstanding the foregoing paragraph, the Issuer's
obligations in Sections 2.05, 2.06, 2.07, 2.08, 4.01, 4.02, 4.03 (as to legal
existence of the Issuer only), 7.07, 8.05 and 8.06 shall survive until the Notes
are no longer outstanding pursuant to the last paragraph of Section 2.08. After
the Notes are no longer outstanding, the Issuer's obligations in Sections 7.07,
8.05 and 8.06 shall survive.

                  After such delivery or irrevocable deposit, the Trustee upon
request shall acknowledge in writing the discharge of the Issuer's obligations
under the Notes and this Indenture except for those surviving obligations
specified above.

SECTION 8.02. Legal Defeasance and Covenant Defeasance.

                  (a)      The Issuer may, at its option and at any time, elect
to have either paragraph (b) or (c) below be applied to all outstanding Notes
upon compliance with the conditions set forth in Section 8.03.

                  (b)      Upon the Issuer's exercise under Section 8.02(a)
hereof of the option applicable to this Section 8.02(b), the Issuer and the
Guarantors shall, subject to the satisfaction of the conditions set forth in
Section 8.03, be deemed to have been discharged from their obligations with
respect to all outstanding Notes on the date the conditions set forth below are
satisfied (hereinafter, "LEGAL DEFEASANCE"). For this purpose, Legal Defeasance
means that the Issuer and the Guarantors shall be deemed to have paid and
discharged the entire Indebtedness represented by the outstanding Notes and the
Note Guarantees, which shall thereafter be deemed to be "outstanding" only for
the purposes of Section 8.04 hereof and the other Sections of this Indenture
referred to in (i) and (ii) below, and to have satisfied all its other
obligations under such Notes and this Indenture and the Guarantors shall be
deemed to have satisfied all of their obligations under the Note Guarantees and
this Indenture (and the Trustee, on demand of and at the expense

                                      -82-
<PAGE>

of the Issuer, shall execute proper instruments acknowledging the same), except
for the following provisions which shall survive until otherwise terminated or
discharged hereunder:

                  (i)      the rights of Holders of outstanding Notes to
         receive, solely from the trust fund described in Section 8.04 hereof,
         and as more fully set forth in such Section 8.04, payments in respect
         of the principal of, premium, if any, and interest on such Notes when
         such payments are due;

                  (ii)     the Issuer's obligations with respect to such Notes
         under Article Two and Section 4.02 hereof;

                  (iii)    the rights, powers, trusts, duties and immunities of
         the Trustee hereunder and the Issuer's obligations in connection
         therewith; and

                  (iv)     the provisions of this Article Eight applicable to
         Legal Defeasance.

                  Subject to compliance with this Article Eight, the Issuer may
exercise its option under this Section 8.02(b) notwithstanding the prior
exercise of its option under Section 8.02(c) hereof.

                  (c)      Upon the Issuer's exercise under paragraph (a) hereof
of the option applicable to this paragraph (c), the Issuer and the Guarantors
shall, subject to the satisfaction of the conditions set forth in Section 8.03
hereof, be released from their respective obligations under the covenants
contained in Sections 4.03 (other than with respect to the legal existence of
the Issuer), 4.04 and 4.09 through 4.21, clause (3) of Section 5.01(a) and
Article 11 hereof with respect to the outstanding Notes on and after the date
the conditions set forth in Section 8.03 are satisfied (hereinafter, "COVENANT
DEFEASANCE"), and the Notes shall thereafter be deemed not "outstanding" for the
purposes of any direction, waiver, consent or declaration or act of Holders (and
the consequences of any thereof) in connection with such covenants, but shall
continue to be deemed "outstanding" for all other purposes hereunder (it being
understood that such Notes shall not be deemed outstanding for accounting
purposes). For this purpose, Covenant Defeasance means that, with respect to the
outstanding Notes, the Issuer and the Guarantors may omit to comply with and
shall have no liability in respect of any term, condition or limitation set
forth in any such covenant, whether directly or indirectly, by reason of any
reference elsewhere herein to any such covenant or by reason of any reference in
any such covenant to any other provision herein or in any other document and
such omission to comply shall not constitute an Event of Default under Section
6.01 hereof, but, except as specified above, the remainder of this Indenture and
such Notes shall be unaffected thereby. In addition, upon the Issuer's exercise
under paragraph (a) hereof of the option applicable to this paragraph (c),
subject to the satisfaction of the conditions set forth in Section 8.03 hereof,
clauses (3), (4), (5), (6) and (9) of Section 6.01 hereof shall not constitute
Events of Default.

SECTION 8.03. Conditions to Legal Defeasance or Covenant Defeasance.

                  The following shall be the conditions to the application of
either Section 8.02(b) or 8.02(c) hereof to the outstanding Notes:

                                      -83-
<PAGE>

                  (1)      the Issuer must irrevocably deposit with the Trustee,
         in trust, for the benefit of the Holders, U.S. Legal Tender, U.S.
         Government Obligations or a combination thereof, in such amounts as
         will be sufficient (without reinvestment), in the opinion of a
         nationally recognized firm of independent public accountants selected
         by the Issuer, to pay the principal of and interest and premium, if
         any, on the Notes on the stated date for payment or on the redemption
         date of the Notes,

                  (2)      in the case of Legal Defeasance, the Issuer shall
         have delivered to the Trustee an Opinion of Counsel in the United
         States reasonably acceptable to the Trustee confirming that:

                           (a)      the Issuer has received from, or there has
                  been published by the Internal Revenue Service, a ruling, or

                           (b)      since the date of this Indenture, there has
                  been a change in the applicable U.S. federal income tax law,

         in either case to the effect that, and based thereon the Holders 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,

                  (3)      in the case of Covenant Defeasance, the Issuer shall
         have delivered to the Trustee an Opinion of Counsel in the United
         States reasonably acceptable to the Trustee confirming that the Holders
         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
         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,

                  (4)      no Default shall have occurred and be continuing on
         the date of such deposit (other than a Default resulting from the
         borrowing of funds to be applied to such deposit),

                  (5)      the Legal Defeasance or Covenant Defeasance shall not
         result in a breach or violation of, or constitute a Default under this
         Indenture or a default under any other material agreement or instrument
         to which the Issuer or any of its Subsidiaries is a party or by which
         the Issuer or any of its Subsidiaries is bound (other than any such
         Default or default resulting solely from the borrowing of funds to be
         applied to such deposit).

                  (6)      the Issuer shall have delivered to the Trustee an
         Officers' Certificate stating that the deposit was not made by it with
         the intent of preferring the Holders over any other creditors of the
         Issuer or with the intent of defeating, hindering, delaying or
         defrauding any other of its creditors, and

                                      -84-
<PAGE>

                  (7)      the Issuer shall have delivered to the Trustee an
         Officers' Certificate and an Opinion of Counsel, each stating that the
         conditions provided for in, in the case of the Officers' Certificate,
         clauses (1) through (6), as applicable, and, in the case of the Opinion
         of Counsel, clauses (2), if applicable, and/or (3) and (5) of this
         Section 8.03 have been complied with.

SECTION 8.04. Application of Trust Money.

                  The Trustee or Paying Agent shall hold in trust U.S. Legal
Tender and U.S. Government Obligations deposited with it pursuant to this
Article Eight, and shall apply the deposited U.S. Legal Tender and the money
from U.S. Government Obligations in accordance with this Indenture to the
payment of the principal of and the interest on the Notes. The Trustee shall be
under no obligation to invest said U.S. Legal Tender and U.S. Government
Obligations, except as it may agree with the Issuer.

                  The Issuer shall pay and indemnify the Trustee against any
tax, fee or other charge imposed on or assessed against the U.S. Legal Tender
and U.S. Government Obligations deposited pursuant to Section 8.03 or the
principal and interest received in respect thereof, other than any such tax, fee
or other charge which by law is for the account of the Holders of the
outstanding Notes.

                  Anything in this Article Eight to the contrary
notwithstanding, the Trustee shall deliver or pay to the Issuer from time to
time upon the Issuer's request any U.S. Legal Tender and U.S. Government
Obligations held by it as provided in Section 8.03 which, in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, are in excess of the
amount thereof that would then be required to be deposited to effect an
equivalent Legal Defeasance or Covenant Defeasance.

SECTION 8.05. Repayment to the Issuer.

                  The Trustee and the Paying Agent shall pay to the Issuer upon
request any money held by them for the payment of principal or interest that
remains unclaimed for two years; provided that the Trustee or such Paying Agent,
before being required to make any payment, may at the expense of the Issuer
cause to be published once in a newspaper of general circulation in the City of
New York or mail to each Holder entitled to such money notice that such money
remains unclaimed and that after a date specified therein which shall be at
least 30 days from the date of such publication or mailing any unclaimed balance
of such money then remaining will be repaid to the Issuer. After payment to the
Issuer, Holders entitled to such money must look to the Issuer for payment as
general creditors unless an applicable law designates another Person.

SECTION 8.06. Reinstatement.

                  If the Trustee or Paying Agent is unable to apply any U.S.
Legal Tender and U.S. Government Obligations in accordance with this Article
Eight 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, or if the funds deposited with the Trustee to
effect

                                      -85-
<PAGE>

Covenant Defeasance are insufficient to pay the principal of, and interest on,
the Notes when due, the Issuer's obligations under this Indenture, and the Notes
shall be revived and reinstated as though no deposit had occurred pursuant to
this Article Eight until such time as the Trustee or Paying Agent is permitted
to apply all such U.S. Legal Tender and U.S. Government Obligations in
accordance with this Article Eight; provided that if the Issuer has made any
payment of interest on, or principal of, any Notes because of the reinstatement
of its obligations, the Issuer shall be subrogated to the rights of the Holders
of such Notes to receive such payment from the U.S. Legal Tender and U.S.
Government Obligations held by the Trustee or Paying Agent.

                                  ARTICLE NINE

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

SECTION 9.01. Without Consent of Holders.

                  (a)      Subject to Section 9.03, the Issuer, the Guarantors
and the Trustee, together, may amend or supplement this Indenture, the Notes or
the Note Guarantees without notice to or consent of any Holder:

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

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

                  (3)      to provide for the assumption of the Issuer's or a
         Guarantor's obligations to the Holders of the Notes in the case of a
         merger, consolidation or sale of all or substantially all of the
         assets, in accordance with Article Five;

                  (4)      to release any Guarantor from any of its obligations
         under its Note Guarantee or this Indenture (to the extent permitted by
         this Indenture);

                  (5)      to make any change that would not materially
         adversely affect the rights of any Holder; or

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

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

SECTION 9.02. With Consent of Holders.

                  (a)      Subject to Sections 6.07 and 9.03, the Issuer, the
Guarantors and the Trustee, together, with the written consent of the Holder or
Holders of a majority in aggregate principal amount of the outstanding Notes may
amend or supplement this Indenture, the Notes or the

                                      -86-
<PAGE>

Note Guarantees, without notice to any other Holders. Subject to Sections 6.07
and 9.03, the Holder or Holders of a majority in aggregate principal amount of
the outstanding Notes may waive compliance with any provision of this Indenture,
the Notes or the Note Guarantees without notice to any other Holders;

                  (b)      Notwithstanding Section 9.02(a), without the consent
of each Holder affected, no amendment or waiver may:

                  (1)      reduce, or change the maturity, of the principal of
         any Note;

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

                  (3)      reduce any premium payable upon optional redemption
         of the Notes, or change the date on, or the circumstances upon, which
         any Notes are subject to redemption (other than provisions of Section
         4.09 and Section 4.13, except that if a Change of Control has occurred,
         no amendment or other modification of the obligation of the Issuer to
         make a Change of Control Offer relating to such Change of Control shall
         be made without the consent of each Holder of the Notes affected);

                  (4)      make any Note payable in money or currency other than
         that stated in the Notes;

                  (5)      modify or change any provision of this Indenture or
         the related definitions affecting the subordination of the Notes or any
         Note Guarantee in a manner that adversely affects the Holders;

                  (6)      reduce the percentage of Holders necessary to consent
         to an amendment or waiver to this Indenture or the Notes;

                  (7)      waive a default in the payment of principal of or
         premium or interest on any Notes (except a rescission of acceleration
         of the Notes by the Holders thereof as provided in this Indenture and a
         waiver of the payment default that resulted from such acceleration);

                  (8)      impair the rights of Holders to receive payments of
         principal of or interest on the Notes on or after the due date therefor
         or to institute suit for the enforcement of any payment on the Notes;
         or

                  (9)      release any Guarantor which is a Significant
         Subsidiary from any of its obligations under its Note Guarantee or this
         Indenture, except as permitted by this Indenture; or

                  (10)     make any change in these amendment and waiver
         provisions.

                                      -87-
<PAGE>

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

                  (d)      A consent to any amendment, supplement or waiver
under this Indenture by any Holder given in connection with an exchange (in the
case of an exchange offer) or a tender (in the case of a tender offer) of such
Holder's Notes will not be rendered invalid by such tender or exchange.

                  (e)      After an amendment, supplement or waiver under this
Section 9.02 becomes effective, the Issuer shall mail to the Holders affected
thereby a notice briefly describing the amendment, supplement or waiver. Any
failure of the Issuer to mail such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such amendment,
supplement or waiver.

SECTION 9.03. Effect on Senior Debt.

                  No amendment of, or supplement or waiver to, this Indenture
shall adversely affect the rights of any holder of Senior Debt or Guarantor
Senior Debt under Article Ten and Section 11.02 and the defined terms as used
therein without the consent of such holder or its Representative.

SECTION 9.04. Compliance with the Trust Indenture Act.

                  From the date on which this Indenture is qualified under the
Trust Indenture Act, every amendment, waiver or supplement of this Indenture,
the Notes or the Note Guarantees shall comply with the Trust Indenture Act as
then in effect.

SECTION 9.05. Revocation and Effect of Consents.

                  Until an amendment, waiver or supplement becomes effective, a
consent to it by a Holder is a continuing consent by the Holder and every
subsequent Holder of a 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 or subsequent Holder may revoke the consent as to
his Note or portion of his Note by notice to the Trustee or the Issuer received
before the date on which the Trustee receives an Officers' Certificate
certifying that the Holders of the requisite principal amount of Notes have
consented (and not theretofore revoked such consent) to the amendment,
supplement or waiver.

                  The Issuer may, but shall not be obligated to, fix a record
date for the purpose of determining the Holders entitled to consent to any
amendment, supplement or waiver, which record date shall be at least 30 days
prior to the first solicitation of such consent. If a record date is fixed, then
notwithstanding the last sentence of the immediately preceding paragraph, those
Persons who were Holders at such record date (or their duly designated proxies),
and only those Persons, shall be entitled to revoke any consent previously
given, whether or not such Persons continue to be Holders after such record
date. No such consent shall be valid or effective for

                                      -88-
<PAGE>

more than 90 days after such record date. The Issuer shall inform the Trustee in
writing of the fixed record date if applicable.

                  After an amendment, supplement or waiver becomes effective, it
shall bind every Holder, unless it makes a change described in any of clauses
(1) through (10) of Section 9.02(b), in which case, the amendment, supplement or
waiver shall bind only each Holder of a Note who has consented to it and every
subsequent Holder of a Note or portion of a Note that evidences the same debt as
the consenting Holder's Note; provided that any such waiver shall not impair or
affect the right of any Holder to receive payment of principal of, and interest
on, a Note, on or after the respective due dates therefor, or to bring suit for
the enforcement of any such payment on or after such respective dates without
the consent of such Holder.

SECTION 9.06. Notation on or Exchange of Notes.

                  If an amendment, supplement or waiver changes the terms of a
Note, the Issuer may require the Holder of the Note to deliver it to the
Trustee. The Issuer shall provide the Trustee with an appropriate notation on
the Note about the changed terms and cause the Trustee to return it to the
Holder at the Issuer's expense. Alternatively, if the Issuer or the Trustee so
determines, the Issuer in exchange for the Note shall issue, and the Trustee
shall authenticate, a new Note that reflects the changed terms. 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 9.07. Trustee To Sign Amendments, Etc.

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

                                   ARTICLE TEN

                             SUBORDINATION OF NOTES

SECTION 10.01. Notes Subordinated to Senior Debt.

                  Anything herein to the contrary notwithstanding, each of the
Issuer, for itself and its successors, and each Holder, by his or her acceptance
of Notes, agrees that the payment of all Obligations owing to the Holders in
respect of the Notes is subordinated, to the extent and in the manner provided
in this Article Ten, to the prior payment in full of all Senior Debt in cash or
cash equivalents, whether outstanding on the Issue Date or thereafter incurred.
Notwithstanding anything in this Article 10 to the contrary, payments and
distributions (A) of Permitted Junior

                                      -89-
<PAGE>

Securities and (B) made relating to the Notes from the trust established
pursuant to Article Eight shall not be so subordinated in right of payment, so
long as, with respect to (B), (i) the conditions specified in Article Eight
(without any waiver or modification of the requirement that the deposits
pursuant thereto do not conflict with the terms of the Credit Facilities or any
other Senior Debt) are satisfied on the date of any deposit pursuant to said
trust and (ii) such payments and distributions did not violate the provisions of
this Article Ten or Section 11.02 of this Indenture when made.

                  This Article Ten shall constitute a continuing offer to all
Persons who become holders of, or continue to hold, Senior Debt, such provisions
are made for the benefit of the holders of Senior Debt and such holders are made
obligees hereunder and any one or more of them may enforce such provisions.

SECTION 10.02. Suspension of Payment When Senior Debt Is in Default.

                  (a)      If any default occurs and is continuing in the
payment when due, whether at maturity, upon any redemption, by declaration or
otherwise, of any principal of, interest on, unpaid drawings for letters of
credit issued in respect of, or fees with respect to, any Senior Debt (a
"PAYMENT DEFAULT"), then no payment or distribution of any kind or character
shall be made by the Issuer with respect to any Obligations on or relating to
the Notes or to acquire any of the Notes for cash or assets or otherwise.

                  (b)      If any other event of default (other than a Payment
Default) occurs and is continuing with respect to any Designated Senior Debt (as
such event of default is defined in the instrument creating or evidencing such
Designated Senior Debt) permitting the holders of such Designated Senior Debt
then outstanding to accelerate the maturity thereof (a "NON-PAYMENT DEFAULT")
and if the Representative for the respective issue of Designated Senior Debt
gives written notice of the Non-Payment Default to the Trustee stating that such
notice is a payment blockage notice (a "PAYMENT BLOCKAGE NOTICE"), then during
the period (the "PAYMENT BLOCKAGE PERIOD") beginning upon the delivery of such
Payment Blockage Notice and ending on the earliest of (1) the date on which all
such nonpayment defaults are cured or waived, (2) 179 days after the date on
which the applicable Payment Blockage Notice is received or (3) the date on
which the Trustee receives notice from the Representative for such Designated
Senior Debt rescinding the Payment Blockage Notice (unless in each case the
maturity of any Designated Senior Debt has been accelerated), the Issuer shall
not (x) make any payment of any kind or character with respect to any
Obligations on or with respect to the Notes or (y) acquire any of the Notes for
cash or assets or otherwise. Notwithstanding anything herein to the contrary,
(x) in no event will a Payment Blockage Period extend beyond 179 days from the
date the applicable Payment Blockage Notice is received by the Trustee and (y)
no new Payment Blockage Notice may be delivered unless and until 360 days have
elapsed since the effectiveness of the immediately prior Payment Blockage
Notice. For all purposes of this Section 10.02(b), no Non-Payment Default which
existed or was continuing on the date of the commencement of any Payment
Blockage Period with respect to the Designated Senior Debt shall be, or be made,
the basis for the commencement of a second Payment Blockage Period by the
Representative of such Designated Senior Debt whether or not within a period of
360 consecutive days, unless such Non-Payment Default

                                      -90-
<PAGE>

shall have been cured or waived for a period of not less than 90 consecutive
days. Any subsequent action, or any breach of any financial covenants for a
period ending after the date of commencement of such Payment Blockage Period
that, in either case, would give rise to a Non-Payment Default pursuant to any
provisions under which a Non-Payment Default previously existed or was
continuing shall constitute a new Non-Payment Default for this purpose.

                  (c)      In the event that, notwithstanding the foregoing, any
payment shall be received by the Trustee or any Holder when such payment is
prohibited by the foregoing provisions of this Section 10.02, such payment shall
be held in trust for the benefit of, and shall be paid over or delivered to, the
holders of Senior Debt (pro rata to such holders on the basis of the respective
amount of Senior Debt held by such holders) or their respective Representatives,
as their respective interests may appear. The Trustee shall be entitled to rely
on information regarding amounts outstanding on the Senior Debt, if any,
received from the holders of the Senior Debt (or their Representatives).

                  Nothing contained in this Article Ten shall limit the right of
the Trustee or the Holders of the Notes to take any action to accelerate the
maturity of the Notes pursuant to Section 6.02 or to pursue any rights or
remedies hereunder; provided that all Senior Debt thereafter due or declared to
be due shall first be paid in full in cash or cash equivalents before the
Holders are entitled to receive any payment of any kind or character with
respect to Obligations on the Notes.

SECTION 10.03. Notes Subordinated to Prior Payment of All Senior Debt on
               Dissolution, Liquidation or Reorganization of the Issuer.

                  (a)      Upon any payment or distribution of assets of the
Issuer of any kind or character, whether in cash, assets or securities, to
creditors upon any total or partial liquidation, dissolution, winding-up,
assignment for the benefit of creditors or marshaling of assets and liabilities
of the Issuer or in a bankruptcy, reorganization, insolvency, receivership or
other similar proceeding relating to the Issuer or its assets, whether voluntary
or involuntary, all Obligations due or to become due on all Senior Debt shall
first be paid in full in cash or cash equivalents, or such payment duly provided
for to the satisfaction of the holders of Senior Debt, before any payment or
distribution of any kind or character is made on account of any Obligations on
or relating to the Notes, or for the acquisition of any of the Notes for cash or
assets or otherwise. Upon any such dissolution, winding-up, liquidation,
reorganization, receivership or similar proceeding, any payment or distribution
of assets of the Issuer of any kind or character, whether in cash, assets or
securities, to which the Holders of the Notes or the Trustee under this
Indenture would be entitled, except for the provisions hereof, shall be paid by
the Issuer or by any receiver, trustee in bankruptcy, liquidating trustee, agent
or other Person making such payment or distribution, or by the Holders or by the
Trustee under this Indenture if received by them, directly to the holders of
Senior Debt (pro rata to such holders on the basis of the respective amounts of
Senior Debt held by such holders) or their respective Representatives, or to the
trustee or trustees under any indenture pursuant to which any of such Senior
Debt may have been issued, as their respective interests may appear, for
application to the payment of Senior Debt remaining unpaid until

                                      -91-
<PAGE>

all such Senior Debt has been paid in full in cash or cash equivalents after
giving effect to any concurrent payment, distribution or provision therefor to
or for the holders of Senior Debt.

                  (b)      To the extent any payment of Senior Debt (whether by
or on behalf of the Issuer, as proceeds of security or enforcement of any right
of setoff or otherwise) is declared to be fraudulent or preferential, set aside
or required to be paid to any receiver, trustee in bankruptcy, liquidating
trustee, agent or other similar Person under any bankruptcy, insolvency,
receivership, fraudulent conveyance or similar law, then, if such payment is
recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating
trustee, agent or other similar Person, the Senior Debt or part thereof
originally intended to be satisfied shall be for purpose of this Article 10
deemed to be reinstated and outstanding as if such payment had not occurred.

                  It is further agreed that any diminution (whether pursuant to
court decree or otherwise, including without limitation for any of the reasons
described in the preceding sentence) of the Issuer's obligation to make any
distribution or payment pursuant to any Senior Debt, except to the extent such
diminution occurs by reason of the repayment (which has not been disgorged or
returned) of such Senior Debt in cash or cash equivalents, shall have no force
or effect for purposes of the subordination provisions contained in this Article
Ten, with any turnover of payments as otherwise calculated pursuant to this
Article Ten to be made as if no such diminution had occurred.

                  (c)      In the event that, notwithstanding the foregoing, any
payment or distribution of assets of the Issuer of any kind or character,
whether in cash, assets or securities, shall be received by any Holder when such
payment or distribution is prohibited by this Section 10.03, such payment or
distribution shall be held in trust for the benefit of, and shall be paid over
or delivered to, the holders of Senior Debt (pro rata to such holders on the
basis of the respective amount of Senior Debt held by such holders) or their
respective Representatives, or to the trustee or trustees under any indenture
pursuant to which any of such Senior Debt may have been issued, as their
respective interests may appear, for application to the payment of Senior Debt
remaining unpaid until all such Senior Debt has been paid in full in cash or
cash equivalents, after giving effect to any concurrent payment, distribution or
provision therefor to or for the holders of such Senior Debt.

                  (d)      The consolidation of the Issuer with, or the merger
of the Issuer with or into, another Person or the liquidation or dissolution of
the Issuer following the conveyance or transfer of all or substantially all of
its assets, to another Person upon the terms and conditions provided in Article
Five hereof shall not be deemed a dissolution, winding-up, liquidation or
reorganization for the purposes of this Section if such other Person shall, as a
part of such consolidation, merger, conveyance or transfer, assume the Issuer's
obligations hereunder in accordance with Article Five hereof.

SECTION 10.04. Payments May Be Made on Notes.

                  Nothing contained in this Article Ten or elsewhere in this
Indenture shall prevent (i) the Issuer, except under the conditions described in
Sections 10.02 and 10.03, from making payments at any time for the purpose of
making payments of principal of, and interest on, the

                                      -92-
<PAGE>

Notes, or from depositing with the Trustee any moneys for such payments, or (ii)
in the absence of actual knowledge by the Trustee that a given payment would be
prohibited by Section 10.02 or 10.03, the application by the Trustee of any
moneys deposited with it for the purpose of making such payments of principal
of, and interest on, the Notes to the Holders entitled thereto unless at least
two Business Days prior to the date upon which such payment would otherwise
become due and payable a Responsible Officer of the Trustee shall have actually
received the written notice provided for in the first sentence of Section
10.02(b) or in Section 10.07 (provided that, notwithstanding the foregoing, the
Holders receiving any payments made in contravention of Section 10.02 and/or
10.03 (and the respective such payments) shall otherwise be subject to the
provisions of Section 10.02 and Section 10.03). Notwithstanding anything to the
contrary contained in this Article Ten or elsewhere in this Indenture, payments
and distributions from the funds deposited pursuant to Article Eight will be
permitted to be made and will not be subject to the provisions of this Article
Ten so long as such funds were deposited in accordance with the provisions of
Article Eight and did not violate the provisions of this Article Ten when such
funds were so deposited. The Issuer shall give prompt written notice to the
Trustee of any dissolution, winding-up, liquidation or reorganization of the
Issuer, although any delay or failure to give any such notice shall have no
effect on the subordination provisions contained herein.

SECTION 10.05. Holders To Be Subrogated to Rights of Holders of Senior
               Debt.

                  Subject to the payment in full of all Senior Debt in cash or
cash equivalents, the Holders of the Notes shall be subrogated to the rights of
the holders of Senior Debt to receive payments or distributions of cash, assets
or securities of the Issuer applicable to the Senior Debt until the Notes shall
be paid in full; and, for the purposes of such subrogation, no such payments or
distributions to the holders of the Senior Debt by or on behalf of the Issuer,
or by or on behalf of the Holders by virtue of this Article Ten, which otherwise
would have been made to the Holders shall, as between the Issuer and the
Holders, be deemed to be a payment by the Issuer to or on account of the Senior
Debt, it being understood that the provisions of this Article Ten are and are
intended solely for the purpose of defining the relative rights of the Holders,
on the one hand, and the holders of Senior Debt, on the other hand.

SECTION 10.06. Obligations of the Issuer Unconditional.

                  Nothing contained in this Article Ten or elsewhere in this
Indenture or in the Notes is intended to or shall impair, as between the Issuer,
and the Holders, the obligation of the Issuer, which is absolute and
unconditional, to pay to the Holders the principal of, and any interest on, the
Notes as and when the same shall become due and payable in accordance with their
terms, or is intended to or shall affect the relative rights of the Holders and
creditors of the Issuer other than the holders of the Senior Debt, nor shall
anything herein or therein prevent the Holder of any Note or the Trustee on its
behalf from exercising all remedies otherwise permitted by applicable law upon
default under this Indenture, subject to the rights, if any, of the holders of
Senior Debt in respect of cash, assets or securities of the Issuer received upon
the exercise of any such remedy.

                                      -93-
<PAGE>

SECTION 10.07. Notice to Trustee.

                  The Issuer shall give prompt written notice to the Trustee of
any fact known to the Issuer which would prohibit the making of any payment to
or by the Trustee in respect of the Notes pursuant to the provisions of this
Article Ten, although any delay or failure to give any such notice shall have no
effect on the subordination provisions contained herein. Regardless of anything
to the contrary contained in this Article Ten or elsewhere in this Indenture,
the Trustee shall not be charged with knowledge of the existence of any default
or event of default with respect to any Senior Debt or of any other facts which
would prohibit the making of any payment to or by the Trustee unless and until
the Trustee shall have received notice in writing from the Issuer, or from a
holder of Senior Debt or a Representative therefor and, prior to the receipt of
any such written notice, the Trustee shall be entitled to assume (in the absence
of actual knowledge to the contrary) that no such facts exist. The Trustee shall
be entitled to rely on the delivery to it of any notice pursuant to this Section
10.07 to establish that such notice has been given by a holder of Senior Debt
(or a Representative thereof).

                  In the event that the Trustee determines in good faith that
any evidence is required with respect to the right of any Person as a holder of
Senior Debt to participate in any payment or distribution pursuant to this
Article Ten, the Trustee may request such Person to furnish evidence to the
satisfaction of the Trustee as to the amounts of Senior Debt held by such
Person, the extent to which such Person is entitled to participate in such
payment or distribution and any other facts pertinent to the rights of such
Person under this Article Ten, and if such evidence is not furnished the Trustee
may defer any payment to such Person pending judicial determination as to the
right of such Person to receive such payment.

SECTION 10.08. Reliance on Judicial Order or Certificate of Liquidating Agent.

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

SECTION 10.09. Trustee's Relation to Senior Debt.

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

                                      -94-
<PAGE>

                  With respect to the holders of Senior Debt, the Trustee
undertakes to perform or to observe only such of its covenants and obligations
as are specifically set forth in this Article Ten, 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.

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

SECTION 10.10. Subordination Rights Not Impaired by Acts or Omissions of the
               Issuer or Holders of Senior Debt.

                  No right of any present or future holders of any Senior Debt
to enforce subordination as provided herein shall at any time in any way be
prejudiced or impaired by any act or failure to act on the part of the Issuer or
by any act or failure to act, in good faith, by any such holder, or by any
noncompliance by the Issuer with the terms of this Indenture, regardless of any
knowledge thereof, which any such holder may have or otherwise be charged with.

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

SECTION 10.11. Holders Authorize Trustee To Effectuate Subordination of
               Notes.

                  Each Holder of the Notes by its acceptance of them authorizes
and expressly directs the Trustee on its behalf to take such action as may be
necessary or appropriate to effectuate, as between the holders of Senior Debt
and the Holders of the Notes, the subordination provided in this Article Ten,
and appoints the Trustee its attorney-in-fact for such purposes, including, in
the event of any dissolution, winding-up, liquidation or reorganization of the
Issuer (whether in bankruptcy, insolvency, receivership, reorganization or
similar proceedings or upon an assignment for the benefit of credits or
otherwise) tending towards liquidation of the business and assets of the Issuer,
the filing of a claim for the unpaid balance of its Notes and accrued interest
in the form required in those proceedings.

                                      -95-
<PAGE>

                  If the Trustee does not file a proper claim or proof of debt
in the form required in such proceeding prior to 30 days before the expiration
of the time to file such claim or claims, then the holders of the Senior Debt or
their Representative are or is hereby authorized to have the right to file and
are or is hereby authorized to file an appropriate claim for and on behalf of
the Holders of said Notes. Nothing herein contained shall be deemed to authorize
the Trustee or the holders of Senior Debt or their Representative to authorize,
consent to, 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 thereof, or to authorize the Trustee or the holders of Senior Debt or
their Representative to vote in respect of the claim of any Holder in any such
proceeding.

SECTION 10.12. This Article Ten Not To Prevent Events of Default.

                  The failure to make a payment on account of principal of, or
interest on, the Notes by reason of any provision of this Article Ten will not
be construed as preventing the occurrence of an Event of Default.

SECTION 10.13. Trustee's Compensation Not Prejudiced.

                  Nothing in this Article Ten will apply to amounts due to the
Trustee (other than payments of Obligations owing to Holders in respect of the
Notes) pursuant to other Sections of this Indenture.

                                 ARTICLE ELEVEN

                                 NOTE GUARANTEE

SECTION 11.01. Guarantee.

                  Subject to this Article 11, each of the Guarantors hereby,
jointly and severally, unconditionally guarantees to each Holder of a Note
authenticated and delivered by the Trustee and to the Trustee and its successors
and assigns, irrespective of the validity and enforceability of this Indenture,
the Notes or the obligations of the Issuer hereunder or thereunder, that: (a)
the principal of and interest on the Notes will be promptly paid in full when
due, whether at maturity, by acceleration, redemption or otherwise, and interest
on the overdue principal of and interest on the Notes, if any, if lawful, and
all other obligations of the Issuer to the Holders or the Trustee hereunder or
thereunder will be promptly paid in full or performed, all in accordance with
the terms hereof and thereof; and (b) in case of any extension of time of
payment or renewal of any Notes or any of such other obligations, that same will
be promptly paid in full when due or performed in accordance with the terms of
the extension or renewal, whether at stated maturity, by acceleration or
otherwise. Failing payment when due of any amount so guaranteed or any
performance so guaranteed for whatever reason, the Guarantors shall be jointly
and severally obligated to pay the same immediately. Each Guarantor agrees that
this is a guarantee of payment and not a guarantee of collection.

                  The Guarantors hereby agree that their obligations hereunder
shall be unconditional, irrespective of the validity, regularity or
enforceability of the Notes or this Indenture, the

                                      -96-
<PAGE>

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 judgment against the Issuer, any action to enforce the same or any other
circumstance which might otherwise constitute a legal or equitable discharge or
defense of a guarantor. Each Guarantor hereby waives, to the extent permitted by
applicable law, diligence, presentment, demand of payment, filing of claims with
a court in the event of insolvency or bankruptcy of the Issuer, any right to
require a proceeding first against the Issuer, protest, notice and all demands
whatsoever and covenant that this Note Guarantee shall not be discharged except
by complete performance of the obligations contained in the Notes and this
Indenture.

                  If any Holder or the Trustee is required by any court or
otherwise to return to the Issuer, the Guarantors or any custodian, trustee,
liquidator or other similar official acting in relation to either the Issuer or
the Guarantors, any amount paid by either to the Trustee or such Holder, this
Note Guarantee, to the extent theretofore discharged, shall be reinstated in
full force and effect.

                  Each Guarantor agrees that it shall not be entitled to any
right of subrogation in relation to the Holders in respect of any obligations
guaranteed hereby until payment in full of all obligations guaranteed hereby.
Each Guarantor further agrees that, as between the Guarantors, on the one hand,
and the Holders and the Trustee, on the other hand, (x) the maturity of the
obligations guaranteed hereby may be accelerated as provided in Article Six
hereof for the purposes of this Note Guarantee, notwithstanding any stay,
injunction or other prohibition preventing such acceleration in respect of the
obligations guaranteed hereby, and (y) in the event of any declaration of
acceleration of such obligations as provided in Article Six hereof, such
obligations (whether or not due and payable) shall forthwith become due and
payable by the Guarantors for the purpose of this Note Guarantee.

SECTION 11.02. Subordination of Note Guarantee.

                  The Obligations of each Guarantor under its Note Guarantee
pursuant to this Article 11 shall be subordinated to the Guarantor Senior Debt
of such Guarantor on the same basis as the Notes are subordinated to Senior Debt
of the Issuer. For the purposes of the foregoing sentence, the Trustee and the
Holders shall have the right to receive and/or retain payments by any of the
Guarantors only at such times as they may receive and/or retain payments in
respect of the Notes pursuant to this Indenture, including Article Ten hereof.

SECTION 11.03. Limitation on Guarantor Liability.

                  Each Subsidiary Guarantor, and by its acceptance of Notes,
each Holder, hereby confirms that it is the intention of all such parties that
the Note Guarantee of such Guarantor not constitute a fraudulent transfer or
conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance
Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to
the extent applicable to any Note Guarantee. To effectuate the foregoing
intention, the Trustee, the Holders and the Subsidiary Guarantors hereby
irrevocably agree that the obligations of such Guarantor will, after giving
effect to such maximum amount and all other contingent and fixed liabilities of
such Guarantor that are relevant under such laws, and after giving effect to any

                                      -97-
<PAGE>

collections from, rights to receive contribution from or payments made by or on
behalf of any other Subsidiary Guarantor in respect of the obligations of such
other Guarantor under this Article Eleven, result in the obligations of such
Guarantor under its Note Guarantee not constituting a fraudulent transfer or
conveyance. Each Subsidiary Guarantor that makes a payment for distribution
under its Note Guarantee is entitled to a contribution from each other
Subsidiary Guarantor in a pro rata amount based on the adjusted net assets of
each Subsidiary Guarantor.

SECTION 11.04. Execution and Delivery of Note Guarantee.

                  To evidence its Note Guarantee set forth in Section 11.01,
each Guarantor hereby agrees that a notation of such Note Guarantee
substantially in the form included in Exhibit E shall be endorsed by an Officer
of such Guarantor on each Note authenticated and delivered by the Trustee and
that this Indenture shall be executed on behalf of such Guarantor by an Officer.

                  Each Guarantor hereby agrees that its Note Guarantee set forth
in Section 11.01 shall remain in full force and effect notwithstanding any
failure to endorse on each Note a notation of such Note Guarantee.

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

                  The delivery of any Note by the Trustee, after the
authentication thereof hereunder, shall constitute due delivery of the Note
Guarantee set forth in this Indenture on behalf of the Guarantors.

SECTION 11.05. Release of a Subsidiary Guarantor.

                  A Subsidiary Guarantor shall be released from its obligations
under its Note Guarantee and its obligations under this Indenture and the
Registration Rights Agreement:

                  (1)      in the event of a sale or other disposition of all or
         substantially all of the assets of such Subsidiary Guarantor, by way of
         merger, consolidation or otherwise, or a sale or other disposition of
         all of the Equity Interests of such Subsidiary Guarantor then held by
         the Issuer and the Restricted Subsidiaries; or

                  (2)      if such Subsidiary Guarantor is designated as an
         Unrestricted Subsidiary or otherwise ceases to be a Restricted
         Subsidiary, in each case in accordance with the provisions of this
         Indenture, upon effectiveness of such designation or when it first
         ceases to be a Restricted Subsidiary, respectively.

                  The Trustee shall execute an appropriate instrument prepared
by the Issuer evidencing the release of a Subsidiary Guarantor from its
obligations under its Note Guarantee and this Indenture upon receipt of a
request by the Issuer or such Subsidiary Guarantor accompanied by an Officers'
Certificate and an Opinion of Counsel certifying as to the compliance with this

                                      -98-
<PAGE>

Section 11.05; provided, however, that the legal counsel delivering such Opinion
of Counsel may rely as to matters of fact on one or more Officers' Certificates
of the Issuer.

                  Nothing contained in this Indenture or in any of the Notes
shall prevent any consolidation or merger of a Guarantor with or into the Issuer
(in which case such Guarantor shall no longer be a Guarantor) or another
Guarantor or shall prevent any sale or conveyance of the property of a Guarantor
as an entirety or substantially as an entirety to the Issuer or another
Guarantor.

                                 ARTICLE TWELVE

                                  MISCELLANEOUS

SECTION 12.01. Trust Indenture Act Controls.

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

SECTION 12.02. Notices.

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

         if to the Issuer or a Guarantor:

                  c/o Communications & Power Industries, Inc.
                  811 Hansen Way
                  Palo Alto, CA 94303
                  Attention: Joel A. Littman

                  Telephone: (650) 846-2900
                  Facsimile: (650) 846-3276

         if to the Trustee:

                  BNY Western Trust Company
                  700 S. Flower Street, Suite 500
                  Los Angeles, CA 90017
                  Attention: Corporate Trust Department

                  Telephone: (213) 630-6447
                  Facsimile: (213) 630-6210

                                      -99-
<PAGE>

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

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

                  Failure to mail a notice or communication to a 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, it is duly
given, whether or not the addressee receives it.

SECTION 12.03. Communications by Holders with Other Holders.

                  Holders may communicate pursuant to Trust Indenture Act
Section 312(b) with other Holders with respect to their rights under this
Indenture, the Notes or the Note Guarantees. The Issuer, the Trustee, the
Registrar and any other Person shall have the protection of Trust Indenture Act
Section 312(c).

SECTION 12.04. Certificate and Opinion as to Conditions Precedent.

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

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

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

SECTION 12.05. Statements Required in Certificate or Opinion.

                  Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture, other than the Officers'
Certificate required by Section 4.06, shall include:

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

                                     -100-
<PAGE>

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

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

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

SECTION 12.06. Rules by Paying Agent or Registrar.

                  The Paying Agent or Registrar may make reasonable rules and
set reasonable requirements for their functions.

SECTION 12.07. Legal Holidays.

                  If a payment date is not a Business Day, payment may be made
on the next succeeding day that is a Business Day.

SECTION 12.08. Governing Law.

                  THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES WILL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

SECTION 12.09. No Adverse Interpretation of Other Agreements.

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

SECTION 12.10. No Recourse Against Others.

                  No director, officer, employee, incorporator, stockholder,
member or manager of the Issuer or any Guarantor shall have any liability for
any obligations of the Issuer under the Notes or this Indenture or of any
Guarantor under its Note Guarantee or the Indenture or for any claim based on,
in respect of, or by reason of, such obligations or their creation. Each Holder
of Notes by accepting a Note waives and releases all such liability. Such waiver
and release are part of the consideration for issuance of the Notes.

                                     -101-
<PAGE>

SECTION 12.11. Successors.

                  All agreements of the Issuer and the Guarantors in this
Indenture, the Notes and the Note Guarantees shall bind their respective
successors. All agreements of the Trustee in this Indenture shall bind its
successor.

SECTION 12.12. Duplicate Originals.

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

SECTION 12.13. Severability.

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

                                     -102-
<PAGE>

                                   SIGNATURES

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

                                        COMMUNICATIONS & POWER
                                         INDUSTRIES, INC., as Issuer

                                        By:_____________________________________
                                           Name:
                                           Title:

                                        CPI ACQUISITION CORP., as Guarantor

                                        By:_____________________________________
                                           Name:
                                           Title:

                                        COMMUNICATIONS & POWER
                                         INDUSTRIES HOLDING CORPORATION,
                                        as Guarantor

                                        By:_____________________________________
                                           Name:
                                           Title:

                                        CPI SUBSIDIARY HOLDINGS INC.,
                                         as Guarantor

                                        By:_____________________________________
                                           Name:
                                           Title:

                                        COMMUNICATIONS & POWER
                                         INDUSTRIES INTERNATIONAL INC.,
                                         as Guarantor

                                        By:_____________________________________
                                           Name:
                                           Title:

                                       S-1
<PAGE>

                                        COMMUNICATIONS & POWER
                                         INDUSTRIES ASIA INC., as Guarantor

                                        By:_____________________________________
                                           Name:
                                           Title:

                                       S-2
<PAGE>

                                        BNY WESTERN TRUST COMPANY,
                                         as Trustee

                                        By:_____________________________________
                                           Name:
                                           Title:

                                       S-3
<PAGE>

                                                                       EXHIBIT A

[INSERT THE GLOBAL NOTE LEGEND, IF APPLICABLE PURSUANT TO THE PROVISIONS OF THE
INDENTURE]

[INSERT THE PRIVATE PLACEMENT LEGEND, IF APPLICABLE PURSUANT TO THE PROVISIONS
OF THE INDENTURE]

                     COMMUNICATIONS & POWER INDUSTRIES, INC.
                        8% Senior Subordinated Notes 2012

                                                                  CUSIP No.
No.                                                                  $

                  COMMUNICATIONS & POWER INDUSTRIES, INC., a Delaware
corporation (the "ISSUER"), for value received promise to pay to ____________ or
its registered assigns, the principal sum of               [or such other amount
as is provided in a schedule attached hereto](a) on February 1, 2012.

                  Interest Payment Dates: February 1 and August 1, commencing
August 1, 2004.

                  Record Dates:  January 15 and July 15.

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

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

                                      A-1
<PAGE>

                  IN WITNESS WHEREOF, the Issuer has caused this Note to be
signed manually or by facsimile by its duly authorized officer.

Dated:

                                        COMMUNICATIONS & POWER INDUSTRIES,
                                        INC., as Issuer

                                        By:_____________________________________
                                           Name:
                                           Title:

                                      A-2
<PAGE>

                [FORM OF] TRUSTEE'S CERTIFICATE OF AUTHENTICATION

                  This is one of the 8% Senior Subordinated Notes due 2012
described in the within-mentioned Indenture.

Dated:

                                        BNY WESTERN TRUST COMPANY,
                                          as Trustee

                                        By:_____________________________________
                                                 Authorized Signatory

                                      A-3
<PAGE>

                                (Reverse of Note)

                      8% Senior Subordinated Notes due 2012

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

                  SECTION 1. Interest. Communications & Power Industries, Inc.,
a Delaware corporation (the "ISSUER") promises to pay interest on the principal
amount of this Note at 8% per annum from January 23, 2004 until maturity. The
Issuer will pay interest semi-annually 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"), commencing August 1, 2004. 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 date of original issuance. The Issuer
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 to the extent lawful at the interest rate applicable to the Notes; 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.

                  SECTION 2. Method of Payment. The Issuer will pay interest on
the Notes to the Persons who are registered Holders of Notes at the close of
business on the January 15 or July 15 next preceding the Interest Payment Date,
even if such Notes are canceled 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 issued in denominations of
$1,000 and integral multiples thereof. The Issuer shall pay principal, premium,
if any, and interest on the Notes in such coin or currency of the United States
of America as at the time of payment is legal tender for payment of public and
private debts ("U.S. LEGAL TENDER"). Principal, premium, if any, and interest on
the Notes will be payable at the office or agency of the Issuer maintained for
such purpose except that, at the option of the Issuer, the payment of interest
may be made by check mailed to the Holders of the Notes at their respective
addresses set forth in the register of Holders of Notes; provided that for
Holders of at least $5.0 million in principal amount of the Notes that have
given wire transfer instructions to the Issuer at least ten Business Days prior
to the applicable payment date, the Issuer will make all payments of principal,
premium and interest by wire transfer of immediately available funds to the
accounts specified by the Holders thereof. Until otherwise designated by the
Issuer, the Issuer's office or agency in New York will be the office of the
Trustee maintained for such purpose.

                  SECTION 3. Paying Agent and Registrar. Initially, BNY Western
Trust Company, the Trustee under the Indenture, will act as Paying Agent and
Registrar. The Issuer may change any Paying Agent or Registrar without notice to
any Holder. Except as provided in the Indenture, the Issuer or any of their
Subsidiaries may act in any such capacity.

                  SECTION 4. Indenture and Subordination. The Issuer issued the
Notes under an Indenture dated as of January 23, 2004 ("INDENTURE") by and among
the Issuer, the Guarantors and the Trustee. The terms of the Notes include those
stated in the Indenture and those made

                                       A-4
<PAGE>

part of the Indenture by reference to the Trust Indenture Act of 1939, as
amended (15 U.S. Code Sections 77aaa-77bbbb) (the "TRUST INDENTURE ACT"). The
Notes are subject to all such terms, and Holders are referred to the Indenture
and the Trust Indenture Act for a statement of such terms. The payment of the
Notes will, to the extent set forth in the Indenture, be subordinated in right
of payment to the prior payment in full in cash or cash equivalents of all
Senior Debt.

                  SECTION 5. Optional Redemption. Except as set forth in Section
6 hereof, the Notes will not be redeemable at the Issuer's option prior to
February 1, 2008. On or after February 1, 2008, the Notes will be subject to
redemption at any time at the option of the Issuer, in whole or in part, upon
not less than 30 nor more than 60 days' notice, at the redemption prices
(expressed as percentages of principal amount) set forth below plus accrued and
unpaid interest thereon, if any, to the applicable Redemption Date, if redeemed
during the twelve-month period beginning on February 1 of the years indicated
below:

<TABLE>
<CAPTION>
YEAR                                                  PERCENTAGE
----                                                  ----------
<S>                                                   <C>
2008..........................................           104%
2009..........................................           102%
2010 and thereafter...........................           100%
</TABLE>

                  SECTION 6. Optional Redemption With Proceeds From Equity
Offerings or Upon a Change of Control. (a) At any time prior to February 1,
2007, the Issuer may redeem up to 35% of the aggregate principal amount of Notes
with the net cash proceeds of one or more Qualified Equity Offerings at a
redemption price equal to 108% of the principal amount of the Notes to be
redeemed, plus accrued and unpaid interest thereon, if any, to the Redemption
Date; provided that (i) at least 65% of the aggregate principal amount of Notes
issued under the Indenture remains outstanding immediately after the occurrence
of such redemption and (ii) such redemption shall occur within 90 days of the
date of the closing of any such Qualified Equity Offering.

                  (b)      At any time on or prior to February 1, 2008, the
Notes may also be redeemed or purchased (by the Issuer or any other Person), in
whole but not in part, at the Issuer's option, upon the occurrence of a Change
of Control, at a price equal to 100% of the principal amount thereof plus the
Applicable Premium as of, and accrued and unpaid interest, if any, to, the date
of redemption or purchase (a "CHANGE OF CONTROL REDEMPTION DATE") (subject to
the right of Holders of record on the relevant record date to receive interest
due on the relevant interest payment date). Such redemption or purchase may be
made upon notice mailed by first-class mail to each Holder's registered address,
not less than 30 nor more than 60 days prior to the Change of Control Redemption
Date (but in no event more than 180 days after the occurrence of such Change of
Control). The Issuer may provide in such notice that payment of such price and
performance of the Issuer's obligations with respect to such redemption or
purchase may be performed by another Person. Any such notice may be given prior
to the occurrence of the related Change of Control, and any such redemption,
purchase or notice may, at the Issuer's discretion, be subject to the
satisfaction of one or more conditions precedent, including but not limited to
the occurrence of the related Change of Control.

                                      A-5
<PAGE>

                  SECTION 7. Notice of Redemption. Notice of redemption will be
mailed by first class mail at least 30 days but not more than 60 days before the
redemption date to each Holder of Notes to be redeemed at its registered
address. Notes in denominations larger than $1,000 may be redeemed in part. 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. A new Note in principal amount equal to the unredeemed portion thereof
will be issued in the name of the Holder thereof upon cancellation of the
original Note. On and after the redemption date interest ceases to accrue on
Notes or portions thereof called for redemption.

                  SECTION 8. Mandatory Redemption. For the avoidance of doubt,
an offer to purchase pursuant to Section 8 hereof shall not be deemed a
redemption. The Issuer shall not be required to make mandatory redemption
payments with respect to the Notes.

                  SECTION 9. Repurchase at Option of Holder. Upon the occurrence
of a Change of Control, and subject to certain conditions set forth in the
Indenture, the Issuer will be required to offer to purchase all of the
outstanding Notes at a purchase price equal to 101% of the principal amount
thereof, plus accrued and unpaid interest, if any, thereon to the date of
repurchase.

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

                  SECTION 10. 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 the Issuer may require a Holder to pay any taxes and fees
required by law or permitted by the Indenture. The Issuer and the Registrar are
not required to transfer or exchange any Note selected for redemption. Also, the
Issuer and the Registrar are not required to transfer or exchange any Notes for
a period of 15 days before a selection of Notes to be redeemed.

                  SECTION 11. Persons Deemed Owners. The registered Holder of a
Note may be treated as its owner for all purposes.

                  SECTION 12. Amendment, Supplement and Waiver. Subject to
certain exceptions, the Indenture and the Notes may be amended or supplemented
with the written consent of the Holders of at least a majority in aggregate
principal amount of the Notes then outstanding, and any existing Default or
compliance with any provision may be waived with the consent of the Holders of a
majority in aggregate principal amount of the Notes then outstanding. Without
notice to or consent of any Holder, the parties thereto may amend or supplement
the Indenture and the Notes to, among other things, cure any ambiguity, defect
or inconsistency in the Indenture, provide for uncertificated Notes in addition
to certificated Notes, comply with any requirements of the SEC in connection
with the qualification of the Indenture under the Trust Indenture Act, or make
any change that does not materially adversely affect the rights of any Holder of
a Note.

                                      A-6
<PAGE>

                  SECTION 13. Defaults and Remedies. If a Default occurs and is
continuing, the Trustee or the Holders of at least 25% in principal amount of
the then outstanding Notes generally may declare all the Notes to be due and
payable immediately. Notwithstanding the foregoing, in the case of a Default
arising from certain events of bankruptcy or insolvency as set forth in the
Indenture, with respect to the Issuer, all outstanding Notes will become due and
payable without further action or notice. Holders of the Notes may not enforce
the Indenture or the Notes except as provided in 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.
The Trustee may withhold from Holders of the Notes notice of any continuing
Default (except a Default relating to the payment of principal or interest
including an accelerated payment or the failure to make a payment on the Change
of Control Payment Date or the Net Proceeds Payment Date pursuant to a Net
Proceeds Offer) or a Default in complying with the provisions of Article Five of
the Indenture if it determines that withholding notice is in their interest. 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 and its consequences under the Indenture except
a continuing Default in the payment of interest on, or the principal of, or the
premium on, the Notes.

                  SECTION 14. Restrictive Covenants. The Indenture contains
certain covenants that, among other things, limit the ability of the Issuer and
its Restricted Subsidiaries to make restricted payments, to incur indebtedness,
to create liens, to sell assets, to permit restrictions on dividends and other
payments by Restricted Subsidiaries of the Issuer, to consolidate, merge or sell
all or substantially all of its assets or to engage in transactions with
affiliates. The limitations are subject to a number of important qualifications
and exceptions. The Issuer must annually report to the Trustee on compliance
with such limitations and other provisions in the Indenture.

                  SECTION 15. No Recourse Against Others. No director, officer,
employee, incorporator, stockholder, member or manager of the Issuer or any
Guarantor shall have any liability for any obligations of the Issuer under the
Notes or the Indenture, or of any Guarantor under its Note Guarantee or the
Indenture or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each Holder of 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.

                  SECTION 16. Note Guarantees. This Note will be entitled to the
benefits of certain Note Guarantees made for the benefit of the Holders.
Reference is hereby made to the Indenture for a statement of the respective
rights, limitations of rights, duties and obligations thereunder of the
Guarantors, the Trustee and the Holders.

                  SECTION 17. Trustee Dealings with the Issuer. Subject to
certain terms, the Trustee under the Indenture, in its individual or any other
capacity, may become the owner or pledgee of Notes and may otherwise deal with
the Issuer, their Subsidiaries or their respective Affiliates as if it were not
the Trustee.

                  SECTION 18. Authentication. This Note shall not be valid until
authenticated by the manual signature of the Trustee or an authenticating agent.

                                      A-7
<PAGE>

                  SECTION 19. Abbreviations. Customary abbreviations may be used
in the name of a Holder or an assignee, such as: TEN COM (= tenants in common),
TEN ENT (= tenants by the entirety), 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).

                  SECTION 20. Additional Rights of Holders of Restricted Global
Notes and Restricted Definitive Notes. Pursuant to, but subject to the
exceptions in, the Registration Rights Agreement, the Issuer and the Guarantors
will be obligated to consummate an exchange offer pursuant to which the Holder
of this Note shall have the right to exchange this Note for an 8% Senior
Subordinated Note due 2012 of the Issuer which shall have been registered under
the Securities Act, in like principal amount and having terms identical in all
material respects to this Note (except that such note shall not be entitled to
Additional Interest and shall not contain terms with respect to transfer
restrictions). The Holders shall be entitled to receive certain Additional
Interest in the event such exchange offer is not consummated or the Notes are
not offered for resale and upon certain other conditions, all pursuant to and in
accordance with the terms of the Registration Rights Agreement.(a)

                  SECTION 21. CUSIP and ISIN Numbers. Pursuant to a
recommendation promulgated by the Committee on Uniform Security Identification
Procedures, the Issuer has caused CUSIP and ISIN numbers to be printed on the
Notes and the Trustee may use CUSIP or ISIN 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.

                  SECTION 22. Governing Law. THIS NOTE SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

                  The Issuer will furnish to any Holder upon written request and
without charge a copy of the Indenture.

-----------------------
(a)      This Section not to appear on Exchange Notes or Private Exchange Notes
         or Additional Notes unless required by the terms of such Additional
         Notes.

                                       A-8
<PAGE>

                                 ASSIGNMENT FORM

I or we assign and transfer this Note to

________________________________________________________________________________

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

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

and irrevocably appoint _______________________________________ agent to
transfer this Note on the books of the Issuer. The agent may substitute another
to act for him.

Dated: _________________              Signed: __________________________________
                                               (Sign exactly as name appears on
                                               the other side of this Note)

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

                  In connection with any transfer of this Note occurring prior
to the date which is the date following the second anniversary of the original
issuance of this Note, the undersigned confirms that it has not utilized any
general solicitation or general advertising in connection with the transfer and
is making the transfer pursuant to one of the following:

                                   [Check One]

(1) ___  to the Issuer or a subsidiary thereof; or

(2) ___  to a person who the transferor reasonably believes is a "qualified
         institutional buyer" pursuant to and in compliance with Rule 144A under
         the Securities Act of 1933, as amended (the "Securities Act"); or

(3) ___  to an institutional "accredited investor" (as defined in Rule
         501(a)(1), (2), (3) or (7) under the Securities Act) that has
         furnished to the Trustee a signed letter containing certain
         representations and agreements (the form of which letter can be
         obtained from the Trustee); or

(4) ___  outside the United States to a non-"U.S. person" as defined in
         Rule 902 of Regulation S under the Securities Act in compliance with
         Rule 904 of Regulation S under the Securities Act; or

<PAGE>

(5) ___  pursuant to the exemption from registration provided by Rule 144 under
         the Securities Act; or

(6) ___  pursuant to an effective registration statement under the Securities
         Act.

and unless the box below is checked, the undersigned confirms that such Note is
not being transferred to an "affiliate" of the Issuer as defined in Rule 144
under the Securities Act (an "Affiliate"):

                  [ ]      The transferee is an Affiliate of the Issuer.

                  Unless one of the foregoing items (1) through (6) is checked,
the Trustee will refuse to register any of the Notes evidenced by this
certificate in the name of any person other than the registered Holder thereof;
provided, however, that if item (3), (4) or (5) is checked, the Issuer or the
Trustee may require, prior to registering any such transfer of the Notes, in
their sole discretion, such written legal opinions, certifications (including an
investment letter in the case of box (3) or (4)) and other information as the
Trustee or the Issuer has reasonably requested to confirm that such transfer is
being made pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act.

                  If none of the foregoing items (1) through (6) are checked,
the Trustee or Registrar shall not be obligated to register this Note in the
name of any person other than the Holder hereof unless and until the conditions
to any such transfer of registration set forth herein and in Section 2.16 of the
Indenture shall have been satisfied.

Dated: _________________      Signed: __________________________________
                                      (Sign exactly as name appears on the other
                                      side of this Note)

Signature Guarantee:____________________________________________________________

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

TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED

                  The undersigned represents and warrants that it is purchasing
this Note for its own account or an account with respect to which it exercises
sole investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act
and is aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the Issuer as the
undersigned has requested pursuant to Rule 144A or has determined not to request
such information and that it is aware that the transferor is relying upon the
undersigned's foregoing representations in order to claim the exemption from
registration provided by Rule 144A.

                                      -2-
<PAGE>

Dated:__________________________         ______________________________________
                                         NOTICE: To be executed by an executive
                                                 officer

                                      -3-
<PAGE>

                 OPTION OF HOLDER TO ELECT PURCHASE

                  If you want to elect to have this Note purchased by the Issuer
pursuant to Section 4.09 or Section 4.13 of the Indenture, check the appropriate
box:

                  Section 4.09 [  ]              Section 4.13 [  ]

                  If you want to elect to have only part of this Note purchased
by the Issuer pursuant to Section 4.09 or Section 4.13 of the Indenture, state
the amount (in denominations of $1,000 and integral multiples thereof):
$___________

Dated:  _________________                    Signed: _________________________
                                                     (Sign exactly as name
                                                     appears on the other
                                                     side of this Note)

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

                                      -4-
<PAGE>
                                      -5-

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE(a)

                  The following exchanges of a part of this Global Note for an
interest in another Global Note or for a Physical Note, or exchanges of a part
of another Global Note or Physical Note for an interest in this Global Note,
have been made:

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

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

<PAGE>

                                                                       EXHIBIT B

                                 FORM OF LEGENDS

                  Each Global Note and Physical Note that constitutes a
Restricted Security shall bear the following legend (the "Private Placement
Legend") on the face thereof until after the second anniversary of the Issue
Date, unless otherwise agreed by the Issuer and the Holder thereof or if such
legend is no longer required by Section 2.16(f) of the Indenture:

                  THE SECURITY (OR ITS PREDECESSOR) EVIDENCED BY THIS
         CERTIFICATE WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM
         REGISTRATION UNDER SECTION 5 OF THE U.S. SECURITIES ACT OF 1933, AND
         THE SECURITY EVIDENCED BY THIS CERTIFICATE MAY NOT BE OFFERED, SOLD,
         PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF REGISTRATION OR AN
         APPLICABLE EXEMPTION FROM THE SECURITIES ACT. EACH PURCHASER OF THE
         SECURITY EVIDENCED BY THIS CERTIFICATE (1) BY ITS ACQUISITION OF THE
         SECURITY REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER (AS
         DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S.
         PERSON AND IS ACQUIRING THE SECURITY EVIDENCED BY THIS CERTIFICATE IN
         AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE
         SECURITIES ACT, AND (2) IS HEREBY NOTIFIED THAT THE SELLER MAY BE
         RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE
         SECURITIES ACT PROVIDED BY RULE 144A OR ANOTHER EXEMPTION UNDER THE
         SECURITIES ACT. THE HOLDER OF THE SECURITY EVIDENCED BY THIS
         CERTIFICATE AGREES FOR THE BENEFIT OF THE ISSUER AND THE GUARANTORS
         THAT (X) THIS SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED
         ONLY (1)(A) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A
         QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE
         SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A,
         (B) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE
         SECURITIES ACT, IF AVAILABLE, (C) OUTSIDE THE UNITED STATES TO A PERSON
         THAT IS NOT A U.S. PERSON (AS DEFINED IN RULE 902 UNDER THE SECURITIES
         ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF REGULATION S UNDER
         THE SECURITIES ACT, (D) TO AN ACCREDITED INVESTOR (WITHIN THE MEANING
         OF RULE 501(a)(1), (2), (3), OR (7) UNDER THE SECURITIES ACT) (AN
         "INSTITUTIONAL ACCREDITED INVESTOR") THAT IS PURCHASING AT LEAST
         $250,000 OF NOTES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF AN
         INSTITUTIONAL ACCREDITED INVESTOR (AND BASED UPON AN OPINION OF COUNSEL
         IF THE ISSUER SO REQUESTS), (2) TO THE ISSUER OR ANY OF ITS
         SUBSIDIARIES OR (3) UNDER AN EFFECTIVE REGISTRATION STATEMENT AND, IN
         EACH CASE, IN COMPLIANCE WITH ANY APPLICABLE

                                       B-1
<PAGE>

         SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
         APPLICABLE JURISDICTION AND (Y) THE HOLDER WILL, AND EACH SUBSEQUENT
         HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE SECURITY
         EVIDENCED BY THIS CERTIFICATE OF THE RESALE RESTRICTIONS DESCRIBED IN
         (X) ABOVE. IN CONNECTION WITH ANY TRANSFER OF THIS SECURITY WITHIN TWO
         YEARS AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY OR IF THE PROPOSED
         TRANSFEREE IS AN INSTITUTIONAL ACCREDITED INVESTOR, THE HOLDER MUST,
         PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND THE ISSUER SUCH
         CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM
         MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE
         PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
         REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

                  Each Global Note authenticated and delivered hereunder shall
also bear the following legend:

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

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

                  TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN
         WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR
         THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS

                                       B-2
<PAGE>

         OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN
         ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 2.16 OF THE
         INDENTURE.

                  Each Temporary Regulation S Global Note shall also bear the
following legend:

         "THIS GLOBAL NOTE IS A TEMPORARY GLOBAL NOTE FOR PURPOSES OF REGULATION
         S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
         "SECURITIES ACT"). NEITHER THIS TEMPORARY GLOBAL NOTE NOR ANY INTEREST
         HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE
         INDENTURE REFERRED TO BELOW.

         "NO BENEFICIAL OWNERS OF THIS TEMPORARY GLOBAL NOTE SHALL BE ENTITLED
         TO RECEIVE PAYMENT OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED
         CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE
         INDENTURE."

                                      B-3
<PAGE>

                                                                       EXHIBIT C

                            Form of Certificate To Be
                          Delivered in Connection with
             Transfers to Non-QIB Institutional Accredited Investors

                                                                [        ], [  ]

BNY Western Trust Company
700 S. Flower Street, Suite 500
Los Angeles, CA 90017
T: (213) 630-6447
F: (213) 630-6210
Attention: Corporate Trust Department

Ladies and Gentlemen:

                  In connection with our proposed purchase of 8% Senior
Subordinated Corporation Notes due 2012 (the "NOTES") of COMMUNICATIONS & POWER
INDUSTRIES, INC., a Delaware corporation (the "ISSUER"), we confirm that:

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

                  2.       We understand that the offer and sale of the Notes
         have not been registered under the Securities Act, and that the Notes
         may not be offered, sold, pledged or otherwise transferred except as
         permitted in the following sentence. We agree, on our own behalf and on
         behalf of any accounts for which we are acting as hereinafter stated,
         that if we should sell, offer, pledge or otherwise transfer any Notes,
         we will do so only (i) to the Issuer or any of its subsidiaries, (ii)
         inside the United States in a transaction meeting the requirements of
         Rule 144A under the Securities Act to a person who we reasonably
         believe to be a "qualified institutional buyer" (as defined in Rule
         144A under the Securities Act), (iii) inside the United States to an
         institutional "accredited investor" (as defined below) that is
         purchasing at least $250,000 of Notes for its own account or for the
         account of an institutional accredited investor and who, prior to such
         transfer, furnishes (or has furnished on its behalf by a U.S.
         broker-dealer) to the Trustee (as defined in the Indenture) a signed
         letter containing certain representations and agreements relating to
         the restrictions on transfer of the Notes (the form of which letter can
         be obtained from the Trustee), (iv) outside the United States to a
         person that is not a U.S. person (as defined in Rule 902 under the
         Securities Act) in accordance with Regulation S promulgated under the
         Securities Act, (v) pursuant to the exemption from registration
         provided by Rule 144

                                      C-1
<PAGE>

         under the Securities Act (if available) or (vi) pursuant to an
         effective registration statement under the Securities Act, and we
         further agree to provide to any person purchasing any of the Notes from
         us a notice advising such purchaser that resales of the Notes are
         restricted as stated herein.

                  3.       We are not acquiring the Notes for or on behalf of,
         and will not transfer the Notes to, any employee benefit plan subject
         to Title I of the Employee Retirement Income Security Act of 1974, as
         amended ("ERISA"), any plan, individual retirement accounts or other
         arrangements subject to Section 4975 of the Internal Revenue Code of
         1986, as amended (the "Code"), or provisions under any federal, state,
         local, or non-U.S. or other laws or regulations that are similar to
         such provisions of ERISA of the Code or any entity whose underlying
         assets are considered to include "plan assets" of such plans, accounts
         or arrangements, except as permitted in the sections entitled "Notice
         to investors" and "Certain ERISA considerations" of the Offering
         Memorandum.

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

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

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

                                      C-2
<PAGE>


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

                                      Very truly yours,

                                      [Name of Transferee]

                                      By: ______________________________________
                                          Name:
                                          Title:

                                      C-3
<PAGE>

                                                                       EXHIBIT D

                       Form of Certificate To Be Delivered
                          in Connection with Transfers
                            Pursuant to Regulation S

                                                                [        ], [  ]

BNY Western Trust Company
700 S. Flower Street, Suite 500
Los Angeles, CA 90017
T: (213) 630-6447
F: (213) 630-6210

Attention:  Corporate Trust Department

                  Re:      Communications & Power Industries, Inc. (the
                           "Issuer") 8% Senior Subordinated Notes due 2012 (the
                           "Notes")

Ladies and Gentlemen:

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

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

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

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

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

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

                  You, as Trustee, the Issuer, counsel for the Issuer and others
are entitled to rely upon this letter and are irrevocably authorized to produce
this letter or a copy hereof to any interested

                                      D-1
<PAGE>

party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby. Terms used in this certificate have the
meanings set forth in Regulation S.

                                      Very truly yours,

                                      [Name of Transferor]

                                      By: ______________________________________
                                                  Authorized Signatory

                                      D-2
<PAGE>

                                                                       EXHIBIT E

        FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS
                      OF TEMPORARY REGULATION S GLOBAL NOTE

                                                     ___________________,_______

BNY Western Trust Company
700 S. Flower Street, Suite 500
Los Angeles, CA 90017
T: (213) 630-6447
F: (213) 630-6210

Attention: Corporate Trust Department

                  Re:      Communications & Power Industries, Inc. (the
                           "Issuer") 8% Senior Subordinated Notes due 2012 (the
                           "Notes")

Dear Sirs:

                  This letter relates to U.S. $ ______________ principal amount
of Notes represented by a certificate (the "LEGENDED CERTIFICATE") which bears a
legend outlining restrictions upon transfer of such Legended Certificate.
Pursuant to Section 2.16(c) of the Indenture (the "INDENTURE") dated as of
January 23, 2004 relating to the Notes, we hereby certify that we are (or we
will hold such securities on behalf of) a person outside the United States (or
to an Initial Purchaser (as defined in the Indenture)) to whom the Notes could
be transferred in accordance with Rule 904 of Regulation S promulgated under the
U.S. Securities Act of 1933, as amended.

                  You, as Trustee, the Issuer, counsel for the Issuer and others
are entitled to rely upon this letter and are irrevocably authorized to produce
this letter or a copy hereof to any interested party in any administrative or
legal proceedings or official inquiry with respect to the matters covered
hereby. Terms used in this letter have the meanings set forth in Regulation S.

                                      Very truly yours,

                                      [Name of Holder]

                                      By: ______________________________________
                                                  Authorized Signatory

                                      E-1
<PAGE>

                                                                       EXHIBIT F

                                 NOTE GUARANTEE

                  For value received, each of the undersigned (including any
successor Person under the Indenture) hereby unconditionally guarantees, jointly
and severally, to the extent set forth in the Indenture (as defined below) to
the Holder of this Note the payment of principal, premium, if any, and interest
on this Note in the amounts and at the times when due and interest on the
overdue principal, premium, if any, and interest, if any, of this Note when due,
if lawful, and, to the extent permitted by law, the payment or performance of
all other obligations of the Issuer under the Indenture or the Notes, to the
Holder of this Note and the Trustee, all in accordance with and subject to the
terms and limitations of this Note, the Indenture, including Article Eleven
thereof, and this Note Guarantee. This Note Guarantee will become effective in
accordance with Article Eleven of the Indenture and its terms shall be evidenced
therein. The validity and enforceability of any Note Guarantee shall not be
affected by the fact that it is not affixed to any particular Note.

                  Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Indenture dated as of January 23, 2004, among
Communications & Power Industries, Inc., a Delaware corporation (the "Issuer"),
the Guarantors named therein and BNY Western Trust Company, as trustee (the
"Trustee"), as amended or supplemented (the "Indenture").

                  The obligations of the undersigned to the Holders of Notes and
to the Trustee pursuant to this Note Guarantee and the Indenture are expressly
set forth in Article Eleven of the Indenture and reference is hereby made to the
Indenture for the precise terms of the Note Guarantee and all of the other
provisions of the Indenture to which this Note Guarantee relates.

                  No director, officer, employee, incorporator, stockholder,
member or manager of any Guarantor, as such, shall have any liability for any
obligations of such Guarantors under such Guarantors' Note Guarantee or the
Indenture or for any claim based on, in respect of, or by reason of, such
obligation or its creation.

                  This Note Guarantee is subordinated in right of payment, in
the manner and to the extent set forth in Article Eleven of the Indenture, to
the prior payment in full in cash or cash equivalents of all Guarantor Senior
Debt of the Guarantors, whether outstanding on the date of the Indenture or
thereafter created, incurred, assumed or guaranteed.

                  THIS NOTE GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

                  This Note Guarantee is subject to release upon the terms set
forth in the Indenture.

                                      F-1
<PAGE>

                  IN WITNESS WHEREOF, each Guarantor has caused its Note
Guarantee to be duly executed.

Date:

                                      [                ]

                                      By: ______________________________________
                                          Name:
                                          Title:

                                      F-2