<PAGE>
                                                                    EXHIBIT 10.2

                                                                  EXECUTION COPY

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                                 RES-CARE, INC.,

                    THE SUBSIDIARY GUARANTORS PARTIES HERETO

                                       AND

                     WELLS FARGO BANK, NATIONAL ASSOCIATION,
                                   AS TRUSTEE

                          7 3/4 % Senior Notes due 2013

                                   ----------

                                    INDENTURE

                           Dated as of October 3, 2005

                                   ----------

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<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                             PAGE
                                                                                             ----
<S>                                                                                          <C>
                                    ARTICLE I

Definitions and Incorporation by Reference................................................     1

SECTION 1.1.   Definitions................................................................     1
SECTION 1.2.   Other Definitions..........................................................    30
SECTION 1.3.   Incorporation by Reference of Trust Indenture Act..........................    32
SECTION 1.4.   Rules of Construction......................................................    32

                                   ARTICLE II

The Securities............................................................................    33

SECTION 2.1.  Form, Dating and Terms......................................................    33
SECTION 2.2.  Execution and Authentication................................................    40
SECTION 2.3.  Registrar and Paying Agent..................................................    41
SECTION 2.4.  Paying Agent to Hold Money in Trust.........................................    41
SECTION 2.5.  Securityholder Lists........................................................    42
SECTION 2.6.  Transfer and Exchange.......................................................    42
SECTION 2.7.  Mutilated, Destroyed, Lost or Stolen Securities.............................    45
SECTION 2.8.  Outstanding Securities......................................................    46
SECTION 2.9.  Temporary Securities........................................................    46
SECTION 2.10.  Cancellation...............................................................    47
SECTION 2.11.  Payment of Interest; Defaulted Interest....................................    47
SECTION 2.12.  Computation of Interest....................................................    48
SECTION 2.13.  CUSIP Numbers..............................................................    48

                                   ARTICLE III

Covenants.................................................................................    48

SECTION 3.1.   Payment of Securities......................................................    48
SECTION 3.2.   Commission Reports.........................................................    49
SECTION 3.3.   Limitation on Indebtedness.................................................    49
SECTION 3.4.   Limitiation on Restricted Payments.........................................    57
SECTION 3.5.   Limitation on Liens........................................................    59
SECTION 3.6.   Limitation on Restrictions on Distributions from Restricted Subsidiaries...    59
SECTION 3.7.   Limitation on Sales of Assets and Subsidiary Stock.........................    62
SECTION 3.8.   Limitation on Affiliate Transactions.......................................    65
SECTION 3.9.   Change of Control..........................................................    67
SECTION 3.10.  Limitation on Sale of Capital Stock of Restricted Subsidiaries.............    69
SECTION 3.11.  Future Subsidiary Guarantors...............................................    69
SECTION 3.12.  Limitation on Lines of Business............................................    70
SECTION 3.13.  Limitation on Sale/Leaseback Transactions.:................................    70
SECTION 3.14.  Maintenance of Office or Agency............................................    70
</TABLE>


                                        i
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<TABLE>
<S>                                                                                          <C>
SECTION 3.15.  Corporate Existence........................................................    71
SECTION 3.16.  Payment of Taxes and Other Claims..........................................    71
SECTION 3.17.  Payments for Consent.......................................................    71
SECTION 3.18.  Compliance Certificate.....................................................    71
SECTION 3.19.  Further Instruments and Acts...............................................    72
SECTION 3.20.  Statement by Officers as to Default........................................    72

                                   ARTICLE IV

Successor Company.........................................................................    72

SECTION 4.1.   Merger and Consolidation...................................................    72

                                    ARTICLE V

Redemption of Notes.......................................................................    74

SECTION 5.1.   Optional Redemption........................................................    74
SECTION 5.2.   Applicability of Article...................................................    75
SECTION 5.3.   Election to Redeem; Notice to Trustee......................................    75
SECTION 5.4.   Selection by Trustee of Securities to Be Redeemed..........................    75
SECTION 5.5.   Notice of Redemption.......................................................    75
SECTION 5.6.   Deposit of Redemption Price................................................    76
SECTION 5.7.   Notes Payable on Redemption Date...........................................    76
SECTION 5.8.   Securities Redeemed in Part................................................    77

                                   ARTICLE VI

Defaults and Remedies.....................................................................    77

SECTION 6.1.   Events of Default..........................................................    77
SECTION 6.2.   Acceleration...............................................................    79
SECTION 6.3.   Other Remedies.............................................................    80
SECTION 6.4.   Waiver of Past Defaults....................................................    80
SECTION 6.5.   Control by Majority........................................................    80
SECTION 6.6.   Limitation on Suits........................................................    81
SECTION 6.7.   Rights of Holders to Receive Payment.......................................    81
SECTION 6.8.   Collection Suit by Trustee.................................................    81
SECTION 6.9.   Trustee May File Proofs of Claim...........................................    82
SECTION 6.10.  Priorities.................................................................    82
SECTION 6.11.  Undertaking for Costs......................................................    82
SECTION 6.12.  Additional Payments........................................................    82
SECTION 6.13.  Waiver of Stay.............................................................    83

                                   ARTICLE VII

Trustee...................................................................................    83

SECTION 7.1.   Duties of Trustee..........................................................    83
SECTION 7.2.   Rights of Trustee..........................................................    84
SECTION 7.3.   Individual Rights of Trustee...............................................    85
</TABLE>


                                       ii
<PAGE>
<TABLE>
<S>                                                                                          <C>
SECTION 7.4.   Trustee's Disclaimer.......................................................    85
SECTION 7.5.   Notice of Defaults.........................................................    85
SECTION 7.6.   Reports by Trustee to Holders..............................................    86
SECTION 7.7.   Compensation and Indemnity.................................................    86
SECTION 7.8.   Replacement of Trustee.....................................................    87
SECTION 7.9.   Successor Trustee by Merger................................................    87
SECTION 7.10.  Eligibility; Disqualification..............................................    88
SECTION 7.11.  Preferential Collection of Claims Against Company..........................    88

                                  ARTICLE VIII

Discharge of Indenture; Defeasance........................................................    88

SECTION 8.1.   Discharge of Liability on Securities; Defeasance...........................    88
SECTION 8.2.   Conditions to Defeasance...................................................    89
SECTION 8.3.   Application of Trust Money.................................................    91
SECTION 8.4.   Repayment to Company.......................................................    91
SECTION 8.5.   Indemnity for U.S. Government Obligations..................................    91
SECTION 8.6.   Reinstatement..............................................................    91

                                   ARTICLE IX

Amendments................................................................................    92

SECTION 9.1.   Without Consent of Holders.................................................    92
SECTION 9.2.   With Consent of Holders....................................................    93
SECTION 9.3.   Compliance with Trust Indenture Act........................................    94
SECTION 9.4.   Revocation and Effect of Consents and Waivers..............................    94
SECTION 9.5.   Notation on or Exchange of Securities......................................    94
SECTION 9.6.   Trustee To Sign Amendments.................................................    94

                                    ARTICLE X

Subsidiary Guarantee......................................................................    95

SECTION 10.1.  Subsidiary Guarantee.......................................................    95
SECTION 10.2.  Limitation on Liability; Termination, Release and Discharge................    96
SECTION 10.3.  Limitation of Subsidiary Guarantors' Liability.............................    97
SECTION 10.4.  Contribution...............................................................    97

                                    ARTICLE XI

Miscellaneous.............................................................................    97

SECTION 11.1.  Trust Indenture Act Controls...............................................    97
SECTION 11.2.  Notices                                                                        98
SECTION 11.3.  Communication by Holders with other Holders................................    98
SECTION 11.4.  Certificate and Opinion as to Conditions Precedent.........................    98
SECTION 11.5.  Statements Required in Certificate or Opinion..............................    99
SECTION 11.6.  When Securities Disregarded................................................    99
SECTION 11.7.  Rules by Trustee, Paying Agent and Registrar...............................    99
</TABLE>


                                       iii
<PAGE>
<TABLE>
<S>                                                                                          <C>
SECTION 11.8.  Legal Holidays.............................................................    99
SECTION 11.9.  GOVERNING LAW..............................................................   100
SECTION 11.10. No Recourse Against Others.................................................   100
SECTION 11.11. Successors.................................................................   100
SECTION 11.12. Multiple Originals.........................................................   100
SECTION 11.13. Qualification of Indenture.................................................   100
SECTION 11.14. Severability...............................................................   100
SECTION 11.15. Table of Contents; Headings................................................   100
</TABLE>

EXHIBIT A Form of the Unregistered Note
EXHIBIT B Form of the Registered Note
EXHIBIT C Form of Certificate to be Delivered in Connection with Transfers to
          Institutional Accredited Investors
EXHIBIT D Form of Certificate to be Delivered in Connection with Transfers
          Pursuant to Regulation S
EXHIBIT E Form of Subsidiary Guarantee


                                       iv
<PAGE>
                              CROSS-REFERENCE TABLE

<TABLE>
<CAPTION>
TIA                                                                  Indenture
Section                                                               Section
---------------------                                            ----------------
<S>                     <C>                                      <C>
310(a)(1)               ......................................    7.10
     (a)(2)             ......................................    7.10
     (a)(3)             ......................................    N.A.
     (a)(4)             ......................................    N.A.
     (b)                ......................................    7.8; 7.10
     (c)                ......................................    N.A.
311(a)                  ......................................    7.11
     (b)                ......................................    7.11
     (c)                ......................................    N.A.
312(a)                  ......................................    2.5
     (b)                ......................................   11.3
     (c)                ......................................   11.3
313(a)                  ......................................    7.6
     (b)(1)             ......................................    N.A.
     (b)(2)             ......................................    7.6
     (c)                ......................................    7.6; 11.2
     (d)                ......................................    7.6
314(a)                  ......................................    3.2; 3.18; 11.2
     (b)                ......................................    N.A.
     (c)(1)             ......................................   11.4
     (c)(2)             ......................................   11.4
     (c)(3)             ......................................    N.A.
     (d)                ......................................    N.A.
     (e)                ......................................   11.5
315(a)                  ......................................    7.1
     (b)                ......................................    7.5; 11.2
     (c)                ......................................    7.1
     (d)                ......................................    7.1
     (e)                ......................................    6.11
316(a)(last sentence)   ......................................   11.6
     (a)(1)(A)          ......................................    6.5
     (a)(1)(B)          ......................................    6.4
     (a)(2)             ......................................    N.A.
     (b)                ......................................    6.7
317(a)(1)               ......................................    6.8
     (a)(2)             ......................................    6.9
     (b)                ......................................    2.4
318(a)                  ......................................   11.1
</TABLE>

     N.A. means Not Applicable.

Note: This Cross-Reference Table shall not, for any purpose, be deemed to be
part of this Indenture.
<PAGE>
          INDENTURE dated as of October 3, 2005, among RES-CARE, INC., a
Kentucky corporation, as issuer (the "Company"), the SUBSIDIARY GUARANTORS (as
herein defined) party hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, a
national banking association organized under the laws of the United States, as
Trustee (the "Trustee").

          Each party agrees as follows for the benefit of the other parties and
for the equal and ratable benefit of the Holders of (i) the Company's 7 3/4 %
Senior Notes due 2013, issued on the date hereof (the "Initial Securities"),
(ii) if and when issued, an unlimited principal amount of additional 7 3/4 %
Senior Notes due 2013 in a non-registered offering or 7 3/4 % Senior Notes due
2013 in a registered offering of the Company that may be offered from time to
time subsequent to the Issue Date (the "Additional Securities") and (iii) if and
when issued, the Company's 7 3/4% Senior Notes due 2013 that may be issued from
time to time in exchange for Initial Securities or any Additional Securities in
an offer registered under the Securities Act as provided in the Registration
Rights Agreement (as hereinafter defined the "Exchange Securities," and together
with the Initial Securities and Additional Securities, the "Securities").

                                    ARTICLE I

                   Definitions and Incorporation by Reference

          SECTION 1.1. Definitions.

          "Acquired Indebtedness" means Indebtedness (i) of a Person or any of
its Subsidiaries existing at the time such Person becomes a Restricted
Subsidiary or (ii) assumed in connection with the acquisition of assets from
such Person, in each case whether or not Incurred by such Person in connection
with, or in anticipation or contemplation of, such Person becoming a Restricted
Subsidiary or such acquisition. Acquired Indebtedness shall be deemed to have
been Incurred, with respect to clause (i) of the preceding sentence, on the date
such Person becomes a Restricted Subsidiary and, with respect to clause (ii) of
the preceding sentence, on the date of consummation of such acquisition of
assets.

          "Additional Assets" means:

          (1) any property, plant or equipment (excluding working capital for
the avoidance of doubt) to be used by the Company or a Restricted Subsidiary in
a Related Business;

          (2) the Capital Stock of a Person that becomes a Restricted Subsidiary
as a result of the acquisition of such Capital Stock by the Company or a
Restricted Subsidiary; or

          (3) Capital Stock constituting a minority interest in any Person that
at such time is a Restricted Subsidiary;

          provided, however, that, in the case of clauses (2) and (3), such
Restricted Subsidiary is primarily engaged in a Related Business.


                                       1
<PAGE>
          "Additional Securities" has the meaning ascribed to it in the second
introductory paragraph of this Indenture.

          "Affiliate" of any specified Person means any other Person, directly
or indirectly, controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any Person means 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; and the terms
"controlling" and "controlled" have meanings correlative to the foregoing;
provided that exclusively for purposes of Section 3.8, beneficial ownership of
10% or more of the Voting Stock of a Person shall be deemed to be control.

          "Agent" means any Registrar, Paying Agent or agent for service or
notices and demands.

          "Applicable Premium" means, with respect to a Security at any
Redemption Date, the greater of (i) 1.0% of the principal amount of such
Security and (ii) the excess of (A) the present value at such time of (1) the
redemption price of such Security at October 15, 2009 (such redemption price
being set forth in Section 5.1) plus (2) all required interest payments due on
such Security through October 15, 2009, excluding accrued but unpaid interest to
the Redemption Date, computed using a discount rate equal to the Treasury Rate
plus 50 basis points, over (B) the principal amount of such Security.

          "Asset Disposition" means any direct or indirect sale, lease (other
than an operating lease entered into in the ordinary course of business),
transfer, issuance or other disposition, or a series of related sales, leases,
transfers, issuances or dispositions that are part of a common plan, of shares
of Capital Stock of a Subsidiary (other than directors' qualifying shares),
property or other assets (each referred to for the purposes of this definition
as a "disposition") by the Company or any of its Restricted Subsidiaries,
including any disposition by means of a merger, consolidation or similar
transaction.

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

          (1) a disposition of assets by a Restricted Subsidiary to the Company
or by the Company or a Restricted Subsidiary to a Restricted Subsidiary;
provided that in the case of a sale by a Restricted Subsidiary to another
Restricted Subsidiary, the Company directly or indirectly owns an equal or
greater percentage of the Common Stock of the transferee than of the transferor;

          (2) the sale of Cash Equivalents or Short Term Investments in the
ordinary course of business;

          (3) a disposition of inventory in the ordinary course of business;

          (4) a disposition of obsolete or worn out equipment or equipment that
is no longer useful in the conduct of the business of the Company and its
Restricted Subsidiaries and that is disposed of in each case in the ordinary
course of business;


                                       2
<PAGE>
          (5) transactions permitted under Section 4.1;

          (6) an issuance of Capital Stock by a Restricted Subsidiary to the
Company or to a Wholly-Owned Subsidiary;

          (7) for purposes of Section 3.7 only, the making of a Permitted
Investment (other than a Permitted Investment to the extent such transaction
results in the receipt of cash, Cash Equivalents or Short Term Investments by
the Company or its Restricted Subsidiaries) or a disposition subject to Section
3.4;

          (8) any transfer or series of related transfer that, but for this
clause, would be Asset Dispositions, 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 $1.0 million;

          (9) the creation of a Permitted Lien and dispositions in connection
with Permitted Liens;

          (10) dispositions of receivables in connection with the compromise,
settlement or collection thereof in the ordinary course of business or in
bankruptcy or similar proceedings and exclusive of factoring or similar
arrangements;

          (11) the issuance by a Restricted Subsidiary of Preferred Stock that
is permitted by Section 3.3;

          (12) the licensing or sublicensing of intellectual property or other
general intangibles and licenses, leases or subleases of other property in the
ordinary course of business which do not materially interfere with the business
of the Company and its Restricted Subsidiaries; and

          (13) foreclosure on assets.

          "Attributable Indebtedness" in respect of a Sale/Leaseback Transaction
means, as at the time of determination, the present value (discounted at the
interest rate implicit in the transaction) of the total obligations of the
lessee for rental payments during the remaining term of the lease included in
such Sale/Leaseback Transaction (including any period for which such lease has
been extended), determined in accordance with GAAP; provided, however, that if
such Sale/Leaseback Transaction results in a Capitalized Lease Obligation, the
amount of Indebtedness represented thereby will be determined in accordance with
the definition of "Capitalized Lease Obligations."

          "Average Life" means, as of the date of determination, with respect to
any Indebtedness or Preferred Stock, the quotient obtained by dividing (1) the
sum of the products of the numbers of years from the date of determination to
the dates of each successive scheduled principal payment of such Indebtedness or
redemption or similar payment with respect to such Preferred Stock multiplied by
the amount of such payment by (2) the sum of all such payments.


                                       3
<PAGE>
          "Bank Indebtedness" means any and all amounts, whether outstanding on
the Issue Date or Incurred after the Issue Date, payable by the Company under or
in respect of the Senior Secured Credit Agreement and any related notes,
collateral documents, letters of credit and guarantees and any Interest Rate
Agreement entered into in connection with the Senior Secured Credit Agreement,
including principal, premium, if any, interest (including interest accruing on
or after the filing of any petition in bankruptcy or for reorganization relating
to the Company at the rate specified therein whether or not a claim for post
filing interest is allowed in such proceedings), fees, charges, expenses,
reimbursement obligations, guarantees and all other amounts payable thereunder
or in respect thereof.

          "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, as to any Person, the board of directors
of such Person or any duly authorized committee thereof.

          "Business Day" means each day that is not a Saturday, Sunday or other
day on which banking institutions in New York, New York are authorized or
required by law to close.

          "Capital Stock" of any Person means any and all shares, interests,
rights to purchase, warrants, options, participation or other equivalents of or
interests in (however designated) equity of such Person, including any Preferred
Stock and limited liability or partnership interests (whether general or
limited), but excluding any debt securities convertible into such equity.

          "Capitalized Lease Obligations" means an obligation that is required
to be classified and accounted for as a capitalized lease for financial
reporting purposes in accordance with GAAP, and the amount of Indebtedness
represented by such obligation will be the capitalized amount of such obligation
at the time any determination thereof is to be made as determined in accordance
with GAAP, and the Stated Maturity thereof will be the date of the last payment
of rent or any other amount due under such lease prior to the first date such
lease may be terminated without penalty.

          "Cash Equivalents" means:

          (1)  securities issued or directly and fully guaranteed or insured by
               the United States Government or any agency or instrumentality of
               the United States (provided that the full faith and credit of the
               United States is pledged in support thereof), having maturities
               of not more than one year from the date of acquisition;

          (2)  marketable general obligations issued by any state of the United
               States of America or any political subdivision of any such state
               or any public instrumentality thereof maturing within one year
               from the date of acquisition (provided that the full faith and
               credit of the United States is pledged in support thereof) and,
               at the time of acquisition, having a credit


                                       4
<PAGE>
               rating of "A" or better from either Standard & Poor's Ratings
               Services or Moody's Investors Service, Inc.;

          (3)  certificates of deposit, time deposits, eurodollar time deposits,
               overnight bank deposits or bankers' acceptances having maturities
               of not more than one year from the date of acquisition thereof
               issued by any commercial bank the long-term debt of which is
               rated at the time of acquisition thereof at least "A" or the
               equivalent thereof by Standard & Poor's Ratings Services, or "A"
               or the equivalent thereof by Moody's Investors Service, Inc., and
               having combined capital and surplus in excess of $500.0 million;

          (4)  repurchase obligations with a term of not more than seven days
               for underlying securities of the types described in clauses (1),
               (2) and (3) entered into with any bank meeting the qualifications
               specified in clause (3) above;

          (5)  commercial paper rated at the time of acquisition thereof at
               least "A-2" or the equivalent thereof by Standard & Poor's
               Ratings Services or "P-2" or the equivalent thereof by Moody's
               Investors Service, Inc., or carrying an equivalent rating by a
               nationally recognized rating agency, if both of the two named
               rating agencies cease publishing ratings of investments, and in
               any case maturing within one year after the date of acquisition
               thereof; and

          (6)  interests in any investment company or money market fund which
               invests 95% or more of its assets in instruments of the type
               specified in clauses (1) through (5) above.

          "Change of Control" means:

          (1)  (A) any "person" or "group" of related persons (as such terms are
               used in Sections 13(d) and 14(d) of the Exchange Act), 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 such person or group shall be deemed to have
               "beneficial ownership" of all shares 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 more than 35% of the total voting power of the
               Voting Stock of the Company (or its successor by merger,
               consolidation or purchase of all or substantially all of its
               assets) (for the purposes of this clause, such person or group
               shall be deemed to beneficially own any Voting Stock of the
               Company held by a parent entity, if such person or group
               "beneficially owns" (as defined above), directly or indirectly,
               more than 35% of the voting power of the Voting Stock of such
               parent entity); and (B) the Permitted Holders "beneficially own"
               (as defined in Rules 13d-3 and 13d-5 of the Exchange Act),
               directly or indirectly, in the aggregate a lesser percentage of
               the total voting power of the Voting Stock of the Company (or its
               successor by merger, consolidation or purchase of all or
               substantially


                                       5
<PAGE>
               all of its assets) than such other person or group and do not
               have the right or ability by voting power, contract or otherwise
               to elect or designate for election a majority of the board of
               directors of the Company or such successor (for the purposes of
               this clause, such other person or group shall be deemed to
               beneficially own any Voting Stock of a specified entity held by a
               parent entity, if such other person or group "beneficially owns"
               directly or indirectly, more than 35% of the voting power of the
               Voting Stock of such parent entity and the Permitted Holders
               "beneficially own" directly or indirectly, in the aggregate a
               lesser percentage of the voting power of the Voting Stock of such
               parent entity and do not have the right or ability by voting
               power, contract or otherwise to elect or designate for election a
               majority of the board of directors of such parent entity); or

          (2)  the first day on which a majority of the members of the Board of
               Directors of the Company are not Continuing Directors; or

          (3)  the sale, lease, transfer, conveyance or other disposition (other
               than by way of merger or consolidation), in one or a series of
               related transactions, of all or substantially all of the assets
               of the Company and its Restricted Subsidiaries taken as a whole
               to any "person" (as such term is used in Sections 13(d) and 14(d)
               of the Exchange Act) other than a Permitted Holder; or

          (4)  the adoption by the stockholders of the Company of a plan or
               proposal for the liquidation or dissolution of the Company.

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

          "Commodity Agreement" means any commodity futures contract, commodity
option or other similar agreement or arrangement entered into by the Company or
any Restricted Subsidiary designed to protect the Company or any of its
Restricted Subsidiaries against fluctuations in the price of commodities
actually used in the ordinary course of business of the Company and its
Restricted Subsidiaries.

          "Common Stock" means with respect to any Person, any and all shares,
interest or other participations in, and other equivalents (however designated
and whether voting or nonvoting) of such Person's common stock whether or not
outstanding on the Issue Date, and includes, without limitation, all series and
classes of such common stock.

          "Consolidated Coverage Ratio" means as of any date of determination,
with respect to any Person, the ratio of (x) the aggregate amount of
Consolidated EBITDA of such Person for the period of the most recent four
consecutive fiscal quarters ending prior to the date of such determination for
which financial statements are in existence to (y) Consolidated Interest Expense
for such four fiscal quarters, provided, however, that:


                                       6
<PAGE>
          (1)  if the Company or any Restricted Subsidiary:

               (a)  has Incurred any Indebtedness since the beginning of such
                    period that remains outstanding on such date of
                    determination or if the transaction giving rise to the need
                    to calculate the Consolidated Coverage Ratio is an
                    Incurrence of Indebtedness, Consolidated EBITDA and
                    Consolidated Interest Expense for such period will be
                    calculated after giving effect on a pro forma basis to such
                    Indebtedness as if such Indebtedness had been Incurred on
                    the first day of such period (except that in making such
                    computation, the amount of Indebtedness under any revolving
                    credit facility outstanding on the date of such calculation
                    will be deemed to be (i) the average daily balance of such
                    Indebtedness during such four fiscal quarters or such
                    shorter period for which such facility was outstanding or
                    (ii) if such facility was created after the end of such four
                    fiscal quarters, the average daily balance of such
                    Indebtedness during the period from the date of creation of
                    such facility to the date of such calculation) and the
                    discharge of any other Indebtedness repaid, repurchased,
                    defeased or otherwise discharged with the proceeds of such
                    new Indebtedness as if such discharge had occurred on the
                    first day of such period; or

               (b)  has repaid, repurchased, defeased or otherwise discharged
                    any Indebtedness since the beginning of the period that is
                    no longer outstanding on such date of determination or if
                    the transaction giving rise to the need to calculate the
                    Consolidated Coverage Ratio involves a discharge of
                    Indebtedness (in each case other than Indebtedness Incurred
                    under any revolving credit facility unless such Indebtedness
                    has been permanently repaid and the related commitment
                    terminated), Consolidated EBITDA and Consolidated Interest
                    Expense for such period will be calculated after giving
                    effect on a pro forma basis to such discharge of such
                    Indebtedness, including with the proceeds of such new
                    Indebtedness, as if such discharge had occurred on the first
                    day of such period;

          (2)  if since the beginning of such period the Company or any
               Restricted Subsidiary will have made any Asset Disposition or
               disposed of any company, division, operating unit, segment,
               business, group of related assets or line of business or if the
               transaction giving rise to the need to calculate the Consolidated
               Coverage Ratio is such an Asset Disposition:

               (a)  the Consolidated EBITDA for such period will be reduced by
                    an amount equal to the Consolidated EBITDA (if positive)
                    directly attributable to the assets which are the subject of
                    such Asset Disposition for such period or increased by an
                    amount equal to the Consolidated EBITDA (if negative)
                    directly attributable thereto for such period; and


                                       7
<PAGE>
               (b)  Consolidated Interest Expense for such period will be
                    reduced by an amount equal to the Consolidated Interest
                    Expense directly attributable to any Indebtedness of the
                    Company or any Restricted Subsidiary repaid, repurchased,
                    defeased or otherwise discharged with respect to the Company
                    and its continuing Restricted Subsidiaries in connection
                    with such Asset Disposition for such period (or, if the
                    Capital Stock of any Restricted Subsidiary is sold, the
                    Consolidated Interest Expense for such period directly
                    attributable to the Indebtedness of such Restricted
                    Subsidiary to the extent the Company and its continuing
                    Restricted Subsidiaries are no longer liable for such
                    Indebtedness after such sale);

          (3)  if since the beginning of such period the Company or any
               Restricted Subsidiary (by merger or otherwise) will have made an
               Investment in any Restricted Subsidiary (or any Person which
               becomes a Restricted Subsidiary or is merged with or into the
               Company) or an acquisition of assets, including any acquisition
               of assets occurring in connection with a transaction causing a
               calculation to be made hereunder, which constitutes all or
               substantially all of a company, division, operating unit,
               segment, business, group of related assets or line of business,
               Consolidated EBITDA and Consolidated Interest Expense for such
               period will be calculated after giving pro forma effect thereto
               (including the Incurrence of any Indebtedness) as if such
               Investment or acquisition occurred on the first day of such
               period; and

          (4)  if since the beginning of such period any Person (that
               subsequently became a Restricted Subsidiary or was merged with or
               into the Company or any Restricted Subsidiary since the beginning
               of such period) will have Incurred any Indebtedness or discharged
               any Indebtedness, made any Asset Disposition or any Investment or
               acquisition of assets that would have required an adjustment
               pursuant to clause (2) or (3) above if made by the Company or a
               Restricted Subsidiary during such period, Consolidated EBITDA and
               Consolidated Interest Expense for such period will be calculated
               after giving pro forma effect thereto as if such transaction
               occurred on the first day of such period.

          For purposes of this definition, whenever pro forma effect is to be
given to any calculation under this definition, the pro forma calculations will
be determined in good faith by a responsible financial or accounting officer of
the Company (including pro forma expense and cost reductions calculated on a
basis consistent with Regulation S X under the Securities Act). If any
Indebtedness bears a floating rate of interest and is being given pro forma
effect, the interest expense on such Indebtedness will be calculated as if the
rate in effect on the date of determination had been the applicable rate for the
entire period (taking into account any Interest Rate Agreement applicable to
such Indebtedness if such Interest Rate Agreement has a remaining term in excess
of 12 months). If any Indebtedness that is being given pro forma effect bears an
interest rate at the


                                       8
<PAGE>
option of the Company, the interest rate shall be calculated by applying such
optional rate chosen by the Company.

          "Consolidated EBITDA" for any period means, without duplication, the
Consolidated Net Income for such period, plus the following to the extent
deducted in calculating such Consolidated Net Income:

          (1)  Consolidated Interest Expense; plus

          (2)  Consolidated Income Taxes; plus

          (3)  consolidated depreciation expense; plus

          (4)  consolidated amortization expense or impairment charges recorded
               in connection with the application of Financial Accounting
               Standard No. 142 "Goodwill and Other Intangibles" and Financial
               Accounting Standard No. 144 "Accounting for the Impairment or
               Disposal of Long Lived Assets"; plus

          (5)  other non-cash charges reducing Consolidated Net Income
               (excluding any such non-cash charge to the extent it represents
               an accrual of or reserve for cash charges in any future period or
               amortization of a prepaid cash expense that was paid in a prior
               period not included in the calculation); plus

          (6)  the amount of management, consulting and advisory fees and
               related expenses to Onex Partners Manager LP and its Affiliates
               less

          (7)  non-cash items increasing Consolidated Net Income of such Person
               for such period (excluding any items which represent the reversal
               of any accrual of, or reserve for, anticipated cash charges made
               in any prior period).

Notwithstanding the preceding sentence, clauses (2) through (7) relating to
amounts of a Restricted Subsidiary of a Person will be added to Consolidated Net
Income to compute Consolidated EBITDA of such Person only to the extent (and in
the same proportion) that the net income (loss) of such Restricted Subsidiary
was included in calculating the Consolidated Net Income of such Person and, to
the extent the amounts set forth in clauses (2) through (7) are in excess of
those necessary to offset a net loss of such Restricted Subsidiary or if such
Restricted Subsidiary has net income for such period included in Consolidated
Net Income, only if a corresponding amount would be permitted at the date of
determination to be dividended to the Company by such Restricted Subsidiary
without prior approval (that has not been obtained), pursuant to the terms of
its charter and all agreements, instruments, judgments, decrees, orders,
statutes, rules and governmental regulations applicable to that Restricted
Subsidiary or its stockholders.

          "Consolidated Income Taxes" means, with respect to any Person for any
period, taxes imposed upon such Person or other payments required to be made by
such Person by any governmental authority which taxes or other payments are
calculated by reference to the income or


                                       9
<PAGE>
profits of such Person or such Person and its Restricted Subsidiaries (to the
extent such income or profits were included in computing Consolidated Net Income
for such period), regardless of whether such taxes or payments are required to
be remitted to any governmental authority.

          "Consolidated Interest Expense" means, for any period, the total
interest expense of the Company and its consolidated Restricted Subsidiaries,
whether paid or accrued, plus, to the extent not included in such interest
expense:

          (1)  interest expense attributable to Capitalized Lease Obligations
               and the interest portion of rent expense associated with
               Attributable Indebtedness in respect of the relevant lease giving
               rise thereto, determined as if such lease were a capitalized
               lease in accordance with GAAP and the interest component of any
               deferred payment obligations;

          (2)  amortization of debt discount and debt issuance cost (provided
               that any amortization of bond premium will be credited to reduce
               Consolidated Interest Expense unless, pursuant to GAAP, such
               amortization of bond premium has otherwise reduced Consolidated
               Interest Expense);

          (3)  non-cash interest expense;

          (4)  commissions, discounts and other fees and charges owed with
               respect to letters of credit and bankers' acceptance financing;

          (5)  the interest expense on Indebtedness of another Person that is
               Guaranteed by such Person or one of its Restricted Subsidiaries
               or secured by a Lien on assets of such Person or one of its
               Restricted Subsidiaries;

          (6)  costs associated with Hedging Obligations (including amortization
               of fees) provided, however, that if Hedging Obligations result in
               net benefits rather than costs, such benefits shall be credited
               to reduce Consolidated Interest Expense unless, pursuant to GAAP,
               such net benefits are otherwise reflected in Consolidated Net
               Income;

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

          (8)  the product of (a) all dividends paid or payable, in cash, Cash
               Equivalents, Short Term Investments or Indebtedness or accrued
               during such period on any series of Disqualified Stock of such
               Person or on Preferred Stock of its Restricted Subsidiaries that
               are not Subsidiary Guarantors payable to a party other than the
               Company or a Wholly-Owned Subsidiary, times (b) a fraction, the
               numerator of which is one and the denominator of which is one
               minus the then current combined federal, state, provincial and
               local statutory tax rate of such Person, expressed as a decimal,
               in each case, on a consolidated basis and in accordance with
               GAAP; and


                                       10
<PAGE>
          (9)  the cash contributions to any employee stock ownership plan or
               similar trust to the extent such contributions are used by such
               plan or trust to pay interest or fees to any Person (other than
               the Company and its Restricted Subsidiaries) in connection with
               Indebtedness Incurred by such plan or trust.

          For the purpose of calculating the Consolidated Coverage Ratio in
connection with the Incurrence of any Indebtedness described in the final
paragraph of the definition of "Indebtedness," the calculation of Consolidated
Interest Expense shall include all interest expense (including any amounts
described in clauses (1) through (9) above) relating to any Indebtedness of the
Company or any Restricted Subsidiary described in the final paragraph of the
definition of "Indebtedness."

          For purposes of the foregoing, total interest expense will be
determined (i) after giving effect to any net payments made or received by the
Company and its Subsidiaries with respect to Interest Rate Agreements and (ii)
exclusive of amounts classified as other comprehensive income in the balance
sheet of the Company. Notwithstanding anything to the contrary contained herein,
commissions, discounts, yield and other fees and charges Incurred in connection
with any transaction pursuant to which the Company or its Restricted
Subsidiaries may sell, convey or otherwise transfer or grant a security interest
in any accounts receivable or related assets shall be included in Consolidated
Interest Expense.

          "Consolidated Net Income" means, for any period, the net income (loss)
of the Company and its consolidated Restricted Subsidiaries determined in
accordance with GAAP; provided, however, that there will not be included in such
Consolidated Net Income:

          (1)  any net income (loss) of any Person if such Person is not a
               Restricted Subsidiary, except that:

               (a)  subject to the limitations contained in clauses (3), (4) and
                    (5) below, the Company's equity in the net income of any
                    such Person for such period will be included in such
                    Consolidated Net Income up to the aggregate amount of cash
                    actually distributed by such Person during such period to
                    the Company or a Restricted Subsidiary as a dividend or
                    other distribution (subject, in the case of a dividend or
                    other distribution to a Restricted Subsidiary, to the
                    limitations contained in clause (2) below); and

               (b)  the Company's equity in a net loss of any such Person (other
                    than an Unrestricted Subsidiary) for such period will be
                    included in determining such Consolidated Net Income to the
                    extent such loss has been funded with cash from the Company
                    or a Restricted Subsidiary;

          (2)  any net income (but not loss) of any Restricted Subsidiary if
               such Subsidiary is subject to restrictions, directly or
               indirectly, on the payment of


                                       11
<PAGE>
               dividends or the making of distributions by such Restricted
               Subsidiary, directly or indirectly, to the Company, except that:

               (a)  subject to the limitations contained in clauses (3), (4) and
                    (5) below, the Company's equity in the net income of any
                    such Restricted Subsidiary for such period will be included
                    in such Consolidated Net Income up to the aggregate amount
                    of cash that could have been distributed by such Restricted
                    Subsidiary during such period to the Company or another
                    Restricted Subsidiary as a dividend (subject, in the case of
                    a dividend to another Restricted Subsidiary, to the
                    limitation contained in this clause); and

               (b)  the Company's equity in a net loss of any such Restricted
                    Subsidiary for such period will be included in determining
                    such Consolidated Net Income;

          (3)  any gain (loss) realized upon the sale or other disposition of
               any property, plant or equipment of the Company or its
               consolidated Restricted Subsidiaries (including pursuant to any
               Sale/Leaseback Transaction) which is not sold or otherwise
               disposed of in the ordinary course of business and any gain
               (loss) realized upon the sale or other disposition of any Capital
               Stock of any Person;

          (4)  any extraordinary gain or loss;

          (5)  any premium or fees arising in connection with the delivery of
               the Securities and the Senior Secured Credit Agreement and any
               non-cash charges associated with the repayment of the 10.625%
               Notes and the repayment of our existing term loan under our
               current senior credit facility; and

          (6)  the cumulative effect of a change in accounting principles.

          "Continuing Directors" means, as of any date of determination, any
member of the Board of Directors of the Company who: (1) was a member of such
Board of Directors on the date of this Indenture; or (2) was nominated for
election or elected to such Board of Directors with the approval of a majority
of the Continuing Directors who were members of such Board at the time of such
nomination or election.

          "Credit Facility" means, with respect to the Company or any Subsidiary
Guarantor, one or more debt facilities (including, without limitation, the
Senior Secured Credit Agreement or commercial paper facilities with banks or
other institutional lenders providing for revolving credit loans, term loans,
receivables financing (including through the sale of receivables to such lenders
or to special purpose entities formed to borrow from such lenders against such
receivables) or letters of credit, in each case, as amended, restated, modified,
renewed, refunded, replaced or refinanced in whole or in part from time to time
(and whether or not with the original administrative agent and lenders or
another administrative agent or agents or other lenders and


                                       12
<PAGE>
whether provided under the original Senior Secured Credit Agreement or any other
credit or other agreement or indenture).

          "Currency Agreement" means in respect of a Person any foreign exchange
contract, currency swap agreement, futures contract, option contract or other
similar agreement as to which such Person is a party or a beneficiary.

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

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

          "Definitive Security" means a certificated Security registered in the
name of the Holder thereof and issued in accordance with Section 2.1 hereof, in
the form of Exhibit A hereto except that such Security shall not bear the Global
Security legend specified in Section 2.1 (d)(C).

          "Designated Noncash Consideration" means the fair market value of any
non-cash consideration received by the Company or a Restricted Subsidiary in
connection with an Asset Disposition that is designated as Designated Noncash
Consideration pursuant to an Officers' Certificate, setting forth the basis of
such valuation, less the amount of cash, Cash Equivalents or Short Term
Investments received in connection with a sale of such Designated Noncash
Consideration.

          "Disqualified Stock" means, with respect to any Person, any Capital
Stock of such Person which by its terms (or by the terms of any security into
which it is convertible or for which it is exchangeable) or upon the happening
of any event:

          (1)  matures or is mandatorily redeemable pursuant to a sinking fund
               obligation or otherwise;

          (2)  is convertible or exchangeable for Indebtedness or Disqualified
               Stock (excluding Capital Stock which is convertible or
               exchangeable solely at the option of the Company or a Restricted
               Subsidiary); or

          (3)  is redeemable at the option of the holder of the Capital Stock in
               whole or in part,

in each case on or prior to the date that is 91 days after the earlier of the
date (a) of the Stated Maturity of the Securities or (b) on which there are no
Securities outstanding, provided that only the portion of Capital Stock which so
matures or is mandatorily redeemable, is so convertible or exchangeable or is so
redeemable at the option of the holder thereof prior to such date will be deemed
to be Disqualified Stock; provided, further that any Capital Stock that would
constitute Disqualified Stock solely because the holders thereof have the right
to require the Company to repurchase such Capital Stock upon the occurrence of a
change of control or asset sale (each defined in a substantially identical
manner to the corresponding definitions in this Indenture) shall not constitute
Disqualified Stock if the terms of such Capital Stock (and all such securities
into


                                       13
<PAGE>
which it is convertible or for which it is ratable or exchangeable) provide that
the Company may not repurchase or redeem any such Capital Stock (and all such
securities into which it is convertible or for which it is ratable or
exchangeable) pursuant to such provision prior to compliance by the Company with
the provisions of this Indenture described under Section 3.9 and Section 3.7 and
such repurchase or redemption complies with Section 3.4.

          "Domestic Subsidiary" means any Restricted Subsidiary that is
organized under the laws of the United States of America or any state thereof or
the District of Columbia.

          "DTC" means The Depository Trust Company, its nominees and their
respective successors and assigns, or such other depository institution
hereinafter appointed by the Company.

          "Equity Offering" means a public offering for cash by the Company of
its Common Stock, or options, warrants or rights with respect to its Common
Stock, other than (x) public offerings with respect to the Company's Common
Stock, or options, warrants or rights, registered on Form S-4 or S-8, (y) an
issuance to any Subsidiary or (z) any offering of Common Stock issued in
connection with a transaction that constitutes a Change of Control.

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

          "GAAP" means generally accepted accounting principles in the United
States of America as in effect as of the date of this Indenture, including those
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 approved by a significant segment of the
accounting profession. All ratios and computations based on GAAP contained in
this Indenture will be computed in conformity with GAAP.

          "Guarantee" means any obligation, contingent or otherwise, of any
Person directly or indirectly guaranteeing any Indebtedness of any other Person
and 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) such Indebtedness of such other Person (whether
               arising by virtue of partnership arrangements, or by agreement to
               keep well, to purchase assets, goods, securities or services, 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); provided, however, that the term "Guarantee" will not
               include endorsements for collection or deposit in the ordinary
               course of business. The term "Guarantee" used as a verb has a
               corresponding meaning.


                                       14
<PAGE>
          "Guarantor Pari Passu Indebtedness" means Indebtedness of a Subsidiary
Guarantor that ranks equally in right of payment to its Subsidiary Guarantee.

          "Guarantor Subordinated Obligation" means, with respect to a
Subsidiary Guarantor, any Indebtedness of such Subsidiary Guarantor (whether
outstanding on the Issue Date or thereafter Incurred) which is expressly
subordinated in right of payment to the obligations of such Subsidiary Guarantor
under its Subsidiary Guarantee pursuant to a written agreement.

          "Hedging Obligations" of any Person means the obligations of such
Person pursuant to any Interest Rate Agreement, Currency Agreement or Commodity
Agreement.

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

          "Incur" means issue, create, assume, Guarantee, incur or otherwise
become liable for; provided, however, that any Indebtedness or Capital Stock of
a Person existing at the time such person becomes a Restricted Subsidiary
(whether by merger, consolidation, acquisition or otherwise) will be deemed to
be Incurred by such Restricted Subsidiary at the time it becomes a Restricted
Subsidiary; and the terms "Incurred" and "Incurrence" have meanings correlative
to the foregoing.

          "Indebtedness" means, with respect to any Person on any date of
determination (without duplication):

          (1)  the principal of and premium (if any) in respect of indebtedness
               of such Person for borrowed money;

          (2)  the principal of and premium (if any) in respect of obligations
               of such Person evidenced by bonds, debentures, notes or other
               similar instruments;

          (3)  the principal component of all obligations of such Person in
               respect of letters of credit, bankers' acceptances or other
               similar instruments (including reimbursement obligations with
               respect thereto except to the extent such reimbursement
               obligation relates to a trade payable and such obligation is
               satisfied within 30 days of Incurrence);

          (4)  the principal component of all obligations of such Person to pay
               the deferred and unpaid purchase price of property (except trade
               payables), which purchase price is due more than six months after
               the date of placing such property in service or taking delivery
               and title thereto;

          (5)  Capitalized Lease Obligations and all Attributable Indebtedness
               of such Person;

          (6)  the principal component or liquidation preference of all
               obligations of such Person with respect to the redemption,
               repayment or other repurchase of any Disqualified Stock or, with
               respect to any Subsidiary that is not a


                                       15
<PAGE>
               Subsidiary Guarantor, any Preferred Stock (but excluding, in each
               case, any accrued dividends);

          (7)  the principal component of all Indebtedness of other Persons
               secured by a Lien on any asset of such Person, whether or not
               such Indebtedness is assumed by such Person; provided, however,
               that the amount of such Indebtedness will be the lesser of (a)
               the fair market value of such asset at such date of determination
               and (b) the amount of such Indebtedness of such other Persons;

          (8)  the principal component of Indebtedness of other Persons to the
               extent Guaranteed by such Person; and

          (9)  to the extent not otherwise included in this definition, net
               obligations of such Person under Hedging Obligations (the amount
               of any such obligations to be equal at any time to the
               termination value of such agreement or arrangement giving rise to
               such obligation that would be payable by such Person at such
               time).

          The amount of Indebtedness of any Person at any date will be the
outstanding balance at such date of all unconditional obligations as described
above and the maximum liability, upon the occurrence of the contingency giving
rise to the obligation, of any contingent obligations at such date.
Notwithstanding the foregoing, money borrowed and set aside at the time of the
Incurrence of any Indebtedness in order to pre-fund the payment of interest on
such Indebtedness shall not be deemed to be "Indebtedness" provided that such
money is held to secure the payment of such interest.

          In addition, "Indebtedness" of any Person shall include Indebtedness
described in the preceding paragraph that would not appear as a liability on the
balance sheet of such Person if:

          (1)  such Indebtedness is the obligation of a partnership or joint
               venture that is not a Restricted Subsidiary (a "Joint Venture");

          (2)  such Person or a Restricted Subsidiary of such Person is a
               general partner of the Joint Venture (a "General Partner"); and

          (3)  there is recourse, by contract or operation of law, with respect
               to the payment of such Indebtedness to property or assets of such
               Person or a Restricted Subsidiary of such Person; and then such
               Indebtedness shall be included in an amount not to exceed:

               (a)  the lesser of (i) the net assets of the General Partner and
                    (ii) the amount of such obligations to the extent that there
                    is recourse, by contract or operation of law, to the
                    property or assets of such Person or a Restricted Subsidiary
                    of such Person; or


                                       16
<PAGE>
               (b)  if less than the amount determined pursuant to clause (a)
                    immediately above, the actual amount of such Indebtedness
                    that is recourse to such Person or a Restricted Subsidiary
                    of such Person, if the Indebtedness is evidenced by a
                    writing and is for a determinable amount.

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

          "Initial Securities" has the meaning ascribed to it in the second
introductory paragraph of this Indenture.

          "Interest Rate Agreement" means with respect to any Person any
interest rate protection agreement, interest rate future agreement, interest
rate option agreement, interest rate swap agreement, interest rate cap
agreement, interest rate collar agreement, interest rate hedge agreement or
other similar agreement or arrangement as to which such Person is party or a
beneficiary.

          "Investment" means, with respect to any Person, all investments by
such Person in other Persons (including Affiliates) in the form of any direct or
indirect advance, loan (other than advances or extensions of credit to customers
in the ordinary course of business) or other extensions of credit (including by
way of Guarantee or similar arrangement, but excluding any debt or extension of
credit represented by a bank deposit other than a time deposit) or capital
contribution to (by means of any transfer of cash or other property to others or
any payment for property or services for the account or use of others), or any
purchase or acquisition of Capital Stock, Indebtedness or other similar
instruments issued by, such Person and all other items that are or would be
classified as investments on a balance sheet prepared in accordance with GAAP;
provided that none of the following will be deemed to be an Investment:

          (1)  Hedging Obligations entered into in the ordinary course of
               business and in compliance with this Indenture;

          (2)  endorsements of negotiable instruments and documents in the
               ordinary course of business; and

          (3)  an acquisition of assets, Capital Stock or other securities by
               the Company or a Subsidiary for consideration to the extent such
               consideration consists of Common Stock of the Company.

          For purposes of Section 3.4:

          (1)  "Investment" will include the portion (proportionate to the
               Company's equity interest in a Restricted Subsidiary to be
               designated as an Unrestricted Subsidiary) of the fair market
               value of the net assets of such Restricted Subsidiary at the time
               that such Restricted Subsidiary is designated an Unrestricted
               Subsidiary; provided, however, that upon a redesignation of such
               Subsidiary as a Restricted Subsidiary, the Company will be deemed
               to continue to have a permanent "Investment" in an Unrestricted
               Subsidiary in


                                       17
<PAGE>
               an amount (if positive) equal to (a) the Company's "Investment"
               in such Subsidiary at the time of such redesignation less (b) the
               portion (proportionate to the Company's equity interest in such
               Subsidiary) of the fair market value of the net assets (as
               conclusively determined by the Board of Directors of the Company
               in good faith) of such Subsidiary at the time that such
               Subsidiary is so re-designated a Restricted Subsidiary; and

          (2)  any property transferred to or from an Unrestricted Subsidiary
               will be valued at its fair market value at the time of such
               transfer, in each case as determined in good faith by the Board
               of Directors of the Company.

          "Investment Grade Rating" means a rating equal to or higher than Baa3
(or the equivalent) by Moody's Investors Service, Inc. and BBB- (or the
equivalent) by Standard & Poor's Ratings Services, in each case, with a stable
or better outlook.

          "Issue Date" means the date on which the Initial Securities are
originally issued.

          "Lien" means any mortgage, pledge, security interest, encumbrance,
lien or charge of any kind (including any conditional sale or other title
retention agreement or lease in the nature thereof).

          "Net Available Cash" from an Asset Disposition means cash payments
received (including any cash payments received by way of deferred payment of
principal pursuant to a note or installment receivable or otherwise and net
proceeds from the sale or other disposition of any securities received as
consideration, but only as and when received, but excluding any other
consideration received in the form of assumption by the acquiring person of
Indebtedness or other obligations relating to the properties or assets that are
the subject of such Asset Disposition or received in any other non cash form)
therefrom, in each case net of:

          (1)  all legal, accounting, investment banking, title and recording
               tax expenses, commissions and other fees and expenses Incurred,
               and all Federal, state, provincial, foreign and local taxes
               required to be paid or accrued as a liability under GAAP (after
               taking into account any available tax credits or deductions and
               any tax sharing agreements), as a consequence of such Asset
               Disposition;

          (2)  all payments made on any Indebtedness which is secured by any
               assets subject to such Asset Disposition, in accordance with the
               terms of any Lien upon such assets, or which must by its terms,
               or in order to obtain a necessary consent to such Asset
               Disposition, or by applicable law be repaid out of the proceeds
               from such Asset Disposition;

          (3)  all distributions and other payments required to be made to
               minority interest holders in Subsidiaries or joint ventures as a
               result of such Asset Disposition; and


                                       18
<PAGE>
          (4)  the deduction of appropriate amounts to be provided by the seller
               as a reserve, in accordance with GAAP, against any liabilities
               associated with the assets disposed of in such Asset Disposition
               and retained by the Company or any Restricted Subsidiary after
               such Asset Disposition.

          "Net Cash Proceeds", with respect to any issuance or sale of Capital
Stock, means the cash proceeds of such issuance or sale net of attorneys' fees,
accountants' fees, underwriters' or placement agents' fees, listing fees,
discounts or commissions and brokerage, consultant and other fees and charges
actually Incurred in connection with such issuance or sale and net of taxes paid
or payable as a result of such issuance or sale (after taking into account any
available tax credit or deductions and any tax sharing arrangements).

          "Non-Guarantor Restricted Subsidiary" means any Restricted Subsidiary
that is not a Subsidiary Guarantor.

          "Non-Recourse Debt" means Indebtedness of a Person:

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

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

          (3)  the explicit terms of which provide there is no recourse against
               any of the assets of the Company or its Restricted Subsidiaries.

          "Non-U.S. Person" means a person who is not a U.S. person, as defined
in Regulation S.

          "Note Register" means the register of Securities, maintained by the
Registrar, pursuant to Section 2.3.

          "Officer" means the Chairman of the Board, the Chief Executive
Officer, the President, the Chief Operating Officer, the Chief Financial
Officer, any Vice President, the Treasurer, the Secretary or the Assistant
Secretary of the Company. Officer of any Subsidiary Guarantor has a correlative
meaning.

          "Officers' Certificate" means a certificate signed by two Officers or
by an Officer and either an Assistant Treasurer or an Assistant Secretary of the
Company.


                                       19
<PAGE>
          "Opinion of Counsel" means a written opinion from legal counsel who is
acceptable to the Trustee. The counsel may be an employee of or counsel to the
Company or the Trustee.

          "Pari Passu Indebtedness" means Indebtedness that ranks equally in
right of payment to the Securities.

          "Permitted Holders" means Onex Corporation and any Affiliate or
Related Person thereof.

          "Permitted Investment" means an Investment by the Company or any
Restricted Subsidiary in:

          (1)  a Restricted Subsidiary or a Person which will, upon the making
               of such Investment, become a Restricted Subsidiary; provided,
               however, that the primary business of such Restricted Subsidiary
               is a Related Business;

          (2)  another Person if as a result of such Investment such other
               Person is merged or consolidated with or into, or transfers or
               conveys all or substantially all its assets to, the Company or a
               Restricted Subsidiary; provided, however, that such Person's
               primary business is a Related Business;

          (3)  cash, Cash Equivalents and Short Term Investments;

          (4)  receivables owing to the Company or any Restricted Subsidiary
               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 Company or any such Restricted
               Subsidiary deems reasonable under the circumstances;

          (5)  payroll, travel and similar advances to cover matters that are
               expected at the time of such advances ultimately to be treated as
               expenses for accounting purposes and that are made in the
               ordinary course of business;

          (6)  loans or advances to employees (other than executive officers) of
               the Company and its Restricted Subsidiaries made in the ordinary
               course of business consistent with past practices of the Company
               or such Restricted Subsidiary in an aggregate amount at any one
               time outstanding not to exceed $3.0 million (loans or advances
               that are forgiven shall continue to be deemed outstanding);
               provided, further that the Company and its Subsidiaries shall
               comply in all material respects with the provisions of the
               Sarbanes-Oxley Act of 2002 and the rules and regulations
               promulgated in connection therewith relating to such loans and
               advances;

          (7)  Capital Stock, obligations or securities received in settlement
               of debts created in the ordinary course of business and owing to
               the Company or any Restricted Subsidiary or in satisfaction of
               judgments or pursuant to any plan


                                       20
<PAGE>
               of reorganization or similar arrangement upon the bankruptcy or
               insolvency of a debtor;

          (8)  Investments made as a result of the receipt of non cash
               consideration from an Asset Disposition that was made pursuant to
               and in compliance with Section 3.7;

          (9)  Investments in existence on the Issue Date;

          (10) Currency Agreements, Interest Rate Agreements, Commodity
               Agreements and related Hedging Obligations, which transactions or
               obligations are Incurred in compliance with Section 3.3;

          (11) Investments by the Company or any of its Restricted Subsidiaries,
               together with all other Investments pursuant to this clause (11),
               in an aggregate amount at the time of such Investment not to
               exceed $20.0 million outstanding at any one time (with the fair
               market value of such Investment being measured at the time made
               and without giving effect to subsequent changes in value); and

          (12) Guarantees issued in accordance with Section 3.3.

          "Permitted Liens" means, with respect to any Person:

          (1)  Liens securing Indebtedness and other obligations under the
               Senior Secured Credit Agreement and related Hedging Obligations
               and liens on assets of Restricted Subsidiaries securing
               Guarantees of Indebtedness and other obligations of the Company
               under the Senior Secured Credit Agreement permitted to be
               Incurred under this Indenture under the provisions described in
               clause (1) of the second paragraph of Section 3.3;

          (2)  pledges or deposits by such Person under workmen's compensation
               laws, unemployment insurance laws or similar legislation, or good
               faith deposits in connection with bids, tenders, contracts (other
               than for the payment of Indebtedness) or leases to which such
               Person is a party, or deposits to secure public or statutory
               obligations of such Person or deposits of cash or United States
               government bonds to secure surety or appeal bonds to which such
               Person is a party, or deposits as security for contested taxes or
               import or customs duties or for the payment of rent, in each case
               Incurred in the ordinary course of business;

          (3)  Liens imposed by law, including carriers', warehousemen's,
               mechanics', materialmen's and repairmen's Liens, in each case for
               sums not yet due or being contested in good faith by appropriate
               proceedings if a reserve or other appropriate provisions, if any,
               as shall be required by GAAP shall have been made in respect
               thereof;


                                       21
<PAGE>
          (4)  Liens for taxes, assessments or other governmental charges not
               yet subject to penalties for non payment or which are being
               contested in good faith by appropriate proceedings provided
               appropriate reserves required pursuant to GAAP have been made in
               respect thereof;

          (5)  Liens in favor of issuers of surety or performance bonds or
               letters of credit or bankers' acceptances issued pursuant to the
               request of and for the account of such Person in the ordinary
               course of its business; provided, however, that such letters of
               credit do not constitute Indebtedness;

          (6)  encumbrances, ground leases, easements or reservations of, or
               rights of others for, licenses, rights of way, sewers, electric
               lines, telegraph and telephone lines and other similar purposes,
               or zoning, building codes or other restrictions (including,
               without limitation, minor defects or irregularities in title and
               similar encumbrances) as to the use of real properties or liens
               incidental to the conduct of the business of such Person or to
               the ownership of its properties which do not in the aggregate
               materially adversely affect the value of said properties or
               materially impair their use in the operation of the business of
               such Person;

          (7)  Liens securing Hedging Obligations so long as the related
               Indebtedness is, and is permitted to be under this Indenture,
               secured by a Lien on the same property securing such Hedging
               Obligation;

          (8)  leases, licenses, subleases and sublicenses of assets (including,
               without limitation, real property and intellectual property
               rights) which do not materially interfere with the ordinary
               conduct of the business of the Company or any of its Restricted
               Subsidiaries;

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

          (10) Liens for the purpose of securing the payment of all or a part of
               the purchase price of, or Capitalized Lease Obligations, purchase
               money obligations or other payments Incurred to finance the
               acquisition, lease, improvement or construction of, assets or
               property acquired or constructed in the ordinary course of
               business provided that:

               (a)  the aggregate principal amount of Indebtedness secured by
                    such Liens is otherwise permitted to be Incurred under this
                    Indenture and does not exceed the cost of the assets or
                    property so acquired or constructed; and


                                       22
<PAGE>
               (b)  such Liens are created within 180 days of construction or
                    acquisition of such assets or property and do not encumber
                    any other assets or property of the Company or any
                    Restricted Subsidiary other than such assets or property and
                    assets affixed or appurtenant thereto;

          (11) Liens arising solely by virtue of any statutory or common law
               provisions relating to banker's Liens, rights of set-off or
               similar rights and remedies as to deposit accounts or other funds
               maintained with a depositary institution; provided that:

               (a)  such deposit account is not a dedicated cash collateral
                    account and is not subject to restrictions against access by
                    the Company in excess of those set forth by regulations
                    promulgated by the Federal Reserve Board; and

               (b)  such deposit account is not intended by the Company or any
                    Restricted Subsidiary to provide collateral to the
                    depository institution;

          (12) Liens arising from Uniform Commercial Code financing statement
               filings regarding operating leases entered into by the Company
               and its Restricted Subsidiaries in the ordinary course of
               business;

          (13) Liens existing on the Issue Date;

          (14) Liens on property or shares of stock of a Person at the time such
               Person becomes a Restricted Subsidiary; provided, however, that
               such Liens are not created, Incurred or assumed in connection
               with, or in contemplation of, such other Person becoming a
               Restricted Subsidiary; provided further, however, that any such
               Lien may not extend to any other property owned by the Company or
               any Restricted Subsidiary;

          (15) Liens on property at the time the Company or a Restricted
               Subsidiary acquired the property, including any acquisition by
               means of a merger or consolidation with or into the Company or
               any Restricted Subsidiary; provided, however, that such Liens are
               not created, Incurred or assumed in connection with, or in
               contemplation of, such acquisition; provided further, however,
               that such Liens may not extend to any other property owned by the
               Company or any Restricted Subsidiary;

          (16) Liens securing Indebtedness or other obligations of a Restricted
               Subsidiary owing to the Company or another Restricted Subsidiary;

          (17) Liens securing the Securities and Subsidiary Guarantees;


                                       23
<PAGE>
          (18) Liens securing Refinancing Indebtedness Incurred to refinance,
               refund, replace, amend, extend or modify, as a whole or in part,
               Indebtedness that was previously so secured pursuant to clauses
               (10), (13), (14), (15) and (17), provided that any such Lien is
               limited to all or part of the same property or assets (plus
               improvements, accessions, proceeds or dividends or distributions
               in respect thereof) that secured (or, under the written
               arrangements under which the original Lien arose, could secure)
               the Indebtedness being refinanced or is in respect of property
               that is the security for a Permitted Lien hereunder;

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

          (20) Liens securing Indebtedness (other than Subordinated Obligations
               and Guarantor Subordinated Obligations) in an aggregate principal
               amount outstanding at any one time not to exceed 10% of Total
               Tangible Assets.

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

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

          "Rating Agencies" means Standard & Poor's Ratings Group, Inc. and
Moody's Investors Service, Inc. or if Standard & Poor's Ratings Group, Inc. or
Moody's Investors Service, Inc. or both shall not make a rating on the notes
publicly available, a nationally recognized statistical rating agency or
agencies, as the case may be, selected by the Company (as certified by a
resolution of the Board of Directors) which shall be substituted for Standard &
Poor's Ratings Group, Inc. or Moody's Investors Service, Inc. or both, as the
case may be.

          "Refinancing Indebtedness" means Indebtedness that is Incurred to
refund, refinance, replace, exchange, renew, repay or extend (including pursuant
to any defeasance or discharge mechanism) (collectively, "refinance,"
"refinances," and "refinanced" shall have a correlative meaning) any
Indebtedness existing on the date of this Indenture or Incurred in compliance
with this Indenture (including Indebtedness of the Company that refinances
Indebtedness of any Restricted Subsidiary and Indebtedness of any Restricted
Subsidiary that refinances Indebtedness of another Restricted Subsidiary)
including Indebtedness that refinances Refinancing Indebtedness, provided,
however, that:

          (1)  (a) if the Stated Maturity of the Indebtedness being refinanced
               is earlier than the Stated Maturity of the Securities, the
               Refinancing Indebtedness has a Stated Maturity no earlier than
               the Stated Maturity of the Indebtedness being refinanced or (b)
               if the Stated Maturity of the Indebtedness being refinanced is
               later than the Stated Maturity of the Securities, the


                                       24
<PAGE>
               Refinancing Indebtedness has a Stated Maturity at least 91 days
               later than the Stated Maturity of the Securities;

          (2)  the Refinancing Indebtedness has an Average Life at the time such
               Refinancing Indebtedness is Incurred that is equal to or greater
               than the Average Life of the Indebtedness being refinanced;

          (3)  such Refinancing Indebtedness is Incurred in an aggregate
               principal amount (or if issued with original issue discount, an
               aggregate issue price) that is equal to or less than the sum of
               the aggregate principal amount (or if issued with original issue
               discount, the aggregate accreted value) then outstanding of the
               Indebtedness being refinanced (plus, without duplication, any
               additional Indebtedness Incurred to pay interest or premiums
               required by the instruments governing such existing Indebtedness
               and fees Incurred in connection therewith); and

          (4)  if the Indebtedness being refinanced is subordinated in right of
               payment to the Securities or the Subsidiary Guarantee, such
               Refinancing Indebtedness is subordinated in right of payment to
               the Securities or the Subsidiary Guarantee on terms at least as
               favorable to the holders as those contained in the documentation
               governing the Indebtedness being extended, refinanced, renewed,
               replaced, defeased or refunded.

          "Registration Rights Agreement" means that certain registration rights
agreement dated as of the date of this Indenture by and among the Company, the
Subsidiary Guarantors and the initial purchasers set forth therein and, with
respect to any Additional Securities, one or more substantially similar
registration rights agreements among the Company and the other parties thereto,
as such agreements may be amended from time to time.

          "Related Business" means any business which is the same as or related,
ancillary or complementary to any of the businesses of the Company and its
Restricted Subsidiaries on the date of this Indenture.

          "Related Person" with respect to any Permitted Holder means:

          (1) any controlling stockholder or a majority (or more) owned
Subsidiary of such Permitted Holder or, in the case of an individual, any spouse
or immediate family member of such Permitted Holder, any trust created for the
benefit of such individual or such individual's estate, executor, administrator,
committee or beneficiaries; or

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

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


                                       25
<PAGE>
          "Restricted Period" means the 40-day restricted period as defined in
Regulation S.

          "Restricted Securities Legend" means the Private Placement Legend or
the Regulation S Legend, as applicable.

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

          "Sale/Leaseback Transaction" means an arrangement relating to property
now owned or hereafter acquired whereby the Company or a Restricted Subsidiary
transfers such property to a Person and the Company or a Restricted Subsidiary
leases it from such Person.

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

          "Securities Custodian" means the custodian with respect to the Global
Security (as appointed by DTC), or any successor Person thereto and shall
initially be the Trustee.

          "Senior Secured Credit Agreement" means the Amended and Restated
Credit Agreement to be entered into among the Company and JPMorgan Chase Bank,
N.A., as Administrative Agent, and the lenders parties thereto from time to
time, as the same may be amended, restated, modified, renewed, refunded,
replaced or refinanced in whole or in part from time to time (including
increasing the amount loaned thereunder provided that such additional
Indebtedness is Incurred in accordance with the covenant described under Section
3.3); provided that a Senior Secured Credit Agreement shall not (x) include
Indebtedness issued, created or Incurred pursuant to a registered offering of
securities under the Securities Act or a private placement of securities
(including under Rule 144A or Regulation S) pursuant to an exemption from the
registration requirements of the Securities Act or (y) relate to Indebtedness
that does not consist exclusively of Pari Passu Indebtedness or Guarantor Pari
Passu Indebtedness (it being understood that notwithstanding the foregoing
Indebtedness under the Senior Secured Credit Agreement would be entitled to
priority of payment to the extent of the security therefor).

          "Short Term Investments" means marketable short term investments
maturing within one year from the date of acquisition and, at the time of
acquisition, having a credit rating of "A" or better from either Standard &
Poor's Ratings Services or Moody's Investors Service, Inc.

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

          "Stated Maturity" means, with respect to any security, the date
specified in such security as the fixed date on which the payment of principal
of such security is due and payable, including pursuant to any mandatory
redemption provision, but shall not include any contingent obligations to repay,
redeem or repurchase any such principal prior to the date originally scheduled
for the payment thereof.


                                       26
<PAGE>
          "Subordinated Obligation" means any Indebtedness of the Company
(whether outstanding on the Issue Date or thereafter Incurred) which is
subordinate or junior in right of payment to the Securities pursuant to a
written agreement.

          "Subsidiary" of any Person means (a) any corporation, association or
other business entity (other than a partnership, joint venture, limited
liability company or similar entity) of which more than 50% of the total
ordinary voting power of shares of Capital Stock entitled (without regard to the
occurrence of any contingency) to vote in the election of directors, managers or
trustees thereof (or persons performing similar functions) or (b) any
partnership, joint venture limited liability company or similar entity of which
more than 50% of the capital accounts, distribution rights, total equity and
voting interests or general or limited partnership interests, as applicable, is,
in the case of clauses (a) and (b), at the time owned or controlled, directly or
indirectly, by (1) such Person, (2) such Person and one or more Subsidiaries of
such Person or (3) one or more Subsidiaries of such Person. Unless otherwise
specified herein, each reference to a Subsidiary will refer to a Subsidiary of
the Company.

          "Subsidiary Guarantee" means, individually, any Guarantee of payment
of the Securities and exchange notes issued in a registered exchange offer
pursuant to the Registration Rights Agreement by a Subsidiary Guarantor pursuant
to the terms of this Indenture and any supplemental indenture thereto, and,
collectively, all such Guarantees. Each such Subsidiary Guarantee will be in the
form prescribed by this Indenture.

          "Subsidiary Guarantor" means each Restricted Subsidiary in existence
on the Issue Date that provides a Subsidiary Guarantee on the Issue Date (and
any other Restricted Subsidiary that provides a Subsidiary Guarantee in
accordance with this Indenture); provided that upon release or discharge of such
Restricted Subsidiary from its Subsidiary Guarantee in accordance with this
Indenture, such Restricted Subsidiary ceases to be a Subsidiary Guarantor.

          "10.625% Notes" means the senior notes of the Company due 2008.

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

          "Total Tangible Assets" means the total consolidated assets, less
applicable depreciation, amortization and other valuation reserves and less all
goodwill, trade names, trademarks, patents, unamortized debt discount and other
intangibles, of the Company and its Restricted Subsidiaries, as shown on the
most recent balance sheet of the Company prepared in conformity with GAAP.

          "Treasury Rate" means the yield to maturity at the time of computation
of United States Treasury securities with a constant maturity (as compiled and
published in the most recent Federal Reserve Statistical Release H.15 (519)
which has become publicly available at least two business days prior to the
redemption date (or, if such Statistical Release is no longer published, any
publicly available source or similar market data)) most nearly equal to the
period from the redemption date to October 15, 2009; provided, however, that if
the period from the redemption date to October 15, 2009 is not equal to the
constant maturity of a United States Treasury security for which a weekly
average yield is given, the Treasury Rate shall be obtained by linear


                                       27
<PAGE>
interpolation (calculated to the nearest one-twelfth of a year) from the weekly
average yields of United States Treasury securities for which such yields are
given, except that if the period from the redemption date to October 15, 2009 is
less than one year, the weekly average yield on actually traded United States
Treasury securities adjusted to a constant maturity of one year shall be used.

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

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

          "Unrestricted Subsidiary" means:

          (1)  any Subsidiary of the Company that at the time of determination
               shall be designated an Unrestricted Subsidiary by the Board of
               Directors of the Company in the manner provided below; and

          (2)  any Subsidiary of an Unrestricted Subsidiary.

          The Board of Directors of the Company may designate any Subsidiary of
the Company (including any newly acquired or newly formed Subsidiary or a Person
becoming a Subsidiary through merger or consolidation or Investment therein) to
be an Unrestricted Subsidiary only if:

          (1)  such Subsidiary or any of its Subsidiaries does not own any
               Capital Stock or Indebtedness of or have any Investment in, or
               own or hold any Lien on any property of, any other Subsidiary of
               the Company which is not a Subsidiary of the Subsidiary to be so
               designated or otherwise an Unrestricted Subsidiary;

          (2)  all the Indebtedness of such Subsidiary and its Subsidiaries
               shall, at the date of designation, and will at all times
               thereafter, consist of Non-Recourse Debt;

          (3)  such designation and the Investment of the Company in such
               Subsidiary complies with Section 3.4;

          (4)  such Subsidiary, either alone or in the aggregate with all other
               Unrestricted Subsidiaries, does not operate, directly or
               indirectly, all or substantially all of the business of the
               Company and its Subsidiaries;


                                       28
<PAGE>
          (5)  such Subsidiary is a Person with respect to which neither the
               Company nor any of its Restricted Subsidiaries has any direct or
               indirect obligation:

               (a)  to subscribe for additional Capital Stock of such Person; or

               (b)  to maintain or preserve such Person's financial condition or
                    to cause such Person to achieve any specified levels of
                    operating results; and

          (6)  on the date such Subsidiary is designated an Unrestricted
               Subsidiary, such Subsidiary is not a party to any agreement,
               contract, arrangement or understanding with the Company or any
               Restricted Subsidiary with terms substantially less favorable to
               the Company than those that might have been obtained from Persons
               who are not Affiliates of the Company.

          Any such designation by the Board of Directors of the Company shall be
evidenced to the Trustee by filing with the Trustee a resolution of the Board of
Directors of the Company giving effect to such designation and an Officers'
Certificate certifying that such designation complies with the foregoing
conditions. If, at any time, any Unrestricted Subsidiary would fail to meet the
foregoing requirements as an Unrestricted Subsidiary, it shall thereafter cease
to be an Unrestricted Subsidiary for purposes of this Indenture and any
Indebtedness of such Subsidiary shall be deemed to be Incurred as of such date.

          The Board of Directors of the Company may designate any Unrestricted
Subsidiary to be a Restricted Subsidiary; provided that immediately after giving
effect to such designation, no Default or Event of Default shall have occurred
and be continuing or would occur as a consequence thereof and the Company could
Incur at least $1.00 of additional Indebtedness under the first paragraph of
Section 3.3 on a pro forma basis taking into account such designation.

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

          "Voting Stock" of a corporation means all classes of Capital Stock of
such Person then outstanding and normally entitled to vote in the election of
directors, managers or trustees, as applicable.


                                       29
<PAGE>
          "Wholly-Owned Subsidiary" means a Restricted Subsidiary, all of the
Capital Stock of which (other than directors' qualifying shares) is owned by the
Company or another Wholly-Owned Subsidiary.

          SECTION 1.2. Other Definitions.

<TABLE>
<CAPTION>
                                                                  Defined in
Term                                                                Section
----                                                          ------------------
<S>                                                           <C>
"Additional Restricted Securities".........................        2.1(b)
"Affiliate Transaction"....................................        3.8
"Agent Member".............................................        2.1(e)
"Asset Disposition Offer"..................................        3.7(b)
"Asset Disposition Offer Amount"...........................        3.7(c)
"Asset Disposition Offer Period"...........................        3.7(c)
"Asset Disposition Purchase Date"..........................        3.7(c)
"Authenticating Agent".....................................        2.2
"Certificate of Destruction"...............................        2.10
"Change of Control Offer"..................................        3.9(b)
"Change of Control Payment"................................        3.9(b)(1)
"Change of Control Payment Date"...........................        3.9(b)(2)
"Company Order"............................................        2.2
"Corporate Trust Office"...................................        3.14
"covenant defeasance option"...............................        8.1(b)
"cross acceleration provision".............................        6.1(6)(b)
"Defaulted Interest".......................................        2.11
"Event of Default".........................................        6.1
"Excess Proceeds"..........................................        3.7(b)
"Exchange Global Note".....................................        2.1(b)
</TABLE>


                                       30
<PAGE>
<TABLE>
<CAPTION>
                                                                  Defined in
Term                                                                Section
----                                                          ------------------
<S>                                                           <C>
"General Partner"..........................................   1.1 (definition of
                                                                "Indebtedness")
"Global Securities"........................................         2.1(b)
"IAI"......................................................         2.1(b)
"Institutional Accredited Investor Note"...................         2.1(b)
"Institutional Accredited Investor Global Note"............         2.1(b)
"Joint Venture" ...........................................   1.1 (definition of
                                                                "Indebtedness")
"judgment default provision"...............................        6.1(8)
"legal defeasance option"..................................        8.1(b)
"Legal Holiday" ...........................................       11.8
"Note Register" ...........................................        2.3
"Obligations"..............................................       10.1
"Pari Passu Notes".........................................        3.7(b)
"Paying Agent".............................................        2.3
"payment default" .........................................        6.1(6)(a)
"Private Placement Legend".................................        2.1(d)(A)
"protected purchaser"......................................        2.7
"QIB"......................................................        2.1(b)
"Redemption Date" .........................................        5.1
"Registrar"................................................        2.3
"Regulation S".............................................        2.1(b)
"Regulation S Global Note".................................        2.1(b)
"Regulation S Legend"......................................        2.1(d)(B)
</TABLE>


                                       31
<PAGE>
<TABLE>
<CAPTION>
                                                                  Defined in
Term                                                                Section
----                                                          ------------------
<S>                                                           <C>
"Regulation S Notes".......................................         2.1(b)
"Resale Restriction Termination Date"......................         2.6(a)
"Restricted Payment".......................................         3.4
"Rule 144A"................................................         2.1(b)
"Rule 144A Global Note"....................................         2.1(b)
"Rule 144A Notes"..........................................         2.1(b)
"Special Interest Payment Date"............................         2.11(a)
"Special Record Date"......................................         2.11(a)
"Successor Company"........................................         4.1
</TABLE>

          SECTION 1.3. Incorporation by Reference of Trust Indenture Act. This
Indenture is subject to the mandatory provisions of the TIA which are
incorporated by reference in and made a part of this Indenture. The following
TIA terms have the following meanings:

          "Commission" means the Securities and Exchange Commission.

          "indenture securities" mean the Securities.

          "indenture security holder" means a Securityholder.

          "indenture to be qualified" means this Indenture.

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

          "obligor on the Indenture securities" means the Company and any
successor obligor on the Indenture securities.

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

          SECTION 1.4. 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;


                                       32
<PAGE>
          (3)  "or" is not exclusive;

          (4)  "including" means including without limitation;

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

          (6)  references to sections of or rules under the Securities Act will
               be deemed to include substitute, replacement or successor
               sections or rules adopted by the Commission from time to time.

                                   ARTICLE II

                                 The Securities

          SECTION 2.1. Form, Dating and Terms.

          (a) The aggregate principal amount of Securities that may be
authenticated and delivered under this Indenture is unlimited. The Initial
Securities issued on the date hereof will be in an aggregate principal amount of
$150,000,000. In addition, the Company may issue, from time to time in
accordance with the provisions of this Indenture, including, without limitation,
Section 3.3 hereof, Additional Securities and Exchange Securities. Furthermore,
Securities may be authenticated and delivered upon registration or transfer, or
in lieu of, other Securities pursuant to Sections 2.6, 2.7, 2.9, 5.8 or 9.5 or
in connection with an Asset Disposition Offer pursuant to Section 3.7 or a
Change of Control Offer pursuant to Section 3.9.

          The Initial Securities, Additional Securities and Exchange Securities
shall be known and designated as "7 3/4 % Senior Notes due 2013" of the Company.

          With respect to any Additional Securities, the Company shall set forth
in a resolution of the Board of Directors and an Officers' Certificate, the
following information:

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

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

          (3)  whether such Additional Securities shall be Restricted Securities
               issued in the form of Exhibit A hereto and/or shall be issued in
               the form of Exhibit B hereto.

          The Initial Securities, the Additional Securities and the Exchange
Securities shall be considered collectively as a single class for all purposes
of this Indenture. Holders of the Initial Securities, the Additional Securities
and the Exchange Securities will vote and consent together on all matters to
which such Holders are entitled to vote or consent as one class, and none of the


                                       33
<PAGE>
Holders of the Initial Securities, the Additional Securities or the Exchange
Securities shall have the right to vote or consent as a separate class on any
matter to which such Holders are entitled to vote or consent.

          (b) The Initial Securities are being offered and sold by the Company
pursuant to a Purchase Agreement, dated September 23, 2005, among the Company,
the Subsidiary Guarantors and the initial purchasers named therein. The Initial
Securities and any Additional Securities (if issued as Restricted Securities)
(the "Additional Restricted Securities") will be resold initially only to (A)
qualified institutional buyers (as defined in Rule 144A under the Securities Act
("Rule 144A")) in reliance on Rule 144A ("QIBs") and (B) Persons other than U.S.
Persons (as defined in Regulation S under the Securities Act ("Regulation S"))
in reliance on Regulation S. Such Initial Securities and Additional Restricted
Securities may thereafter be transferred to, among others, QIBs, purchasers in
reliance on Regulation S and institutional "accredited investors" (as defined in
Rules 501(a)(1), (2), (3) and (7) under the Securities Act) who are not QIBs
("IAIs") in accordance with Rule 501 of the Securities Act in accordance with
the procedure described herein.

          Initial Securities and Additional Restricted Securities offered and
sold to qualified institutional buyers in the United States of America in
reliance on Rule 144A (the "Rule 144A Notes") shall be issued in the form of a
permanent global Security, without interest coupons, substantially in the form
of Exhibit A, which is hereby incorporated by reference and made a part of this
Indenture, including appropriate legends as set forth in Section 2.1(d) (the
"Rule 144A Global Note"), deposited with the Trustee, as custodian for DTC, duly
executed by the Company and authenticated by the Trustee as hereinafter
provided. The Rule 144A Global Note may be represented by more than one
certificate, if so required by DTC's rules regarding the maximum principal
amount to be represented by a single certificate. The aggregate principal amount
of the Rule 144A Global Note may from time to time be increased or decreased by
adjustments made on the records of the Trustee, as custodian for DTC or its
nominee, as hereinafter provided.

          Initial Securities and Additional Securities offered and sold outside
the United States of America (the "Regulation S Notes") in reliance on
Regulation S shall be issued in the form of a permanent global Security, without
interest coupons, substantially in the form of Exhibit A (the "Regulation S
Global Note") deposited with the Trustee, as custodian for DTC, duly executed by
the Company and authenticated by the Trustee as hereinafter provided. The
Regulation S Global Note may be represented by more than one certificate, if so
required by DTC's rules regarding the maximum principal amount to be represented
by a single certificate. The aggregate principal amount of the Regulation S
Global Note may from time to time be increased or decreased by adjustments made
on the records of the Trustee, as custodian for DTC or its nominee, as
hereinafter provided.

          Initial Securities and Additional Securities resold to IAIs (the
"Institutional Accredited Investor Notes") in the United States of America shall
be issued in the form of a permanent global Security, without interest coupons,
substantially in the form of Exhibit A (the "Institutional Accredited Investor
Global Note") deposited with the Trustee, as custodian for DTC, duly executed by
the Company and authenticated by the Trustee as hereinafter provided. The
Institutional Accredited Investor Global Note may be represented by more than
one certificate, if


                                       34
<PAGE>
so required by DTC's rules regarding the maximum principal amount to be
represented by a single certificate. The aggregate principal amount of the
Institutional Accredited Investor Global Note may from time to time be increased
or decreased by adjustments made on the records of the Trustee, as custodian for
DTC or its nominee, as hereinafter provided.

          Exchange Securities exchanged for interests in the Rule 144A Notes,
the Regulation S Notes and the Institutional Accredited Investor Notes will be
issued in the form of a permanent global Security, without interest coupons,
substantially in the form of Exhibit B, which is hereby incorporated by
reference and made a part of this Indenture, deposited with the Trustee as
hereinafter provided, including the appropriate legend set forth in Section
2.1(d) (the "Exchange Global Note"). The Exchange Global Note may be represented
by more than one certificate, if so required by DTC's rules regarding the
maximum principal amount to be represented by a single certificate.

          The Rule 144A Global Note, the Regulation S Global Note, the
Institutional Accredited Investor Global Note and the Exchange Global Note are
sometimes collectively herein referred to as the "Global Securities."

          The principal of (and premium, if any) and interest on the Securities
shall be payable at the corporate trust office of the Company, or at such other
office or agency of the Company as may be maintained for such purpose pursuant
to Section 2.3; provided, however, that, at the option of the Company, each
installment of interest may be paid by (i) check mailed to addresses of the
Persons entitled thereto as such addresses shall appear on the Note Register or
(ii) wire transfer to an account located in the United States maintained by the
payee. Payments in respect of Securities represented by a Global Security
(including principal, premium and interest) will be made by wire transfer of
immediately available funds to the accounts specified by DTC.

          The Securities may have notations, legends or endorsements required by
law, stock exchange rule or usage or DTC rule or usage in addition to those set
forth on Exhibit A and Exhibit B and in Section 2.1(d). The Company and the
Trustee shall approve the forms of the Securities and any notation, endorsement
or legend on them. Each Security shall be dated the date of its authentication.
The terms of the Securities set forth in Exhibit A and Exhibit B are part of the
terms of this Indenture and, to the extent applicable, the Company, the
Subsidiary Guarantors and the Trustee, by their execution and delivery of this
Indenture, expressly agree to be bound by such terms.

          (c) Denominations. The Securities shall be issuable only in fully
registered form, without coupons, and only in denominations of $1,000 and any
integral multiple thereof.

          (d) Restrictive Legends. Unless and until (i) an Initial Security is
sold under an effective registration statement or (ii) an Initial Security is
exchanged for an Exchange Security in connection with an effective registration
statement, in each case pursuant to the Registration Rights Agreement or a
similar agreement,

          (A) the Rule 144A Global Note and the Institutional Accredited
Investor Global Note shall bear the following legend (the "Private Placement
Legend") on the face thereof:


                                       35
<PAGE>
     "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
     AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR
     OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION
     HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED
     OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION UNLESS SUCH
     TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE
     HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF
     AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED
     SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO
     THE DATE (THE "RESALE RESTRICTION TERMINATION DATE") THAT IS TWO YEARS
     AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON
     WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS
     SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE COMPANY,
     (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE
     UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE
     FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT
     REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE
     144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE
     ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE
     TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND
     SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION
     S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL ACCREDITED INVESTOR
     WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES
     ACT THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE SECURITY FOR
     ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED
     INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF
     $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR
     SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES
     ACT, OR (F) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
     REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE
     TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO
     CLAUSES (D), (E) AND (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
     CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS
     LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE
     RESTRICTION TERMINATION DATE.

     THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, REPRESENTS AND
     WARRANTS THAT EITHER (A) NO PORTION OF THE ASSETS USED BY SUCH HOLDER TO
     ACQUIRE OR HOLD THIS SECURITY


                                       36
<PAGE>
     CONSTITUTES THE ASSETS OF ANY EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF
     THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
     ("ERISA"), ANY PLAN, ACCOUNT OR OTHER ARRANGEMENT SUBJECT TO SECTION 4975
     OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
     PROVISIONS UNDER ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS OR
     REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE
     (COLLECTIVELY, "SIMILAR LAWS") OR ANY ENTITY WHOSE UNDERLYING ASSETS ARE
     CONSIDERED TO INCLUDE "PLAN ASSETS" OF ANY SUCH PLAN, ACCOUNT OR
     ARRANGEMENT OR (B) THE ACQUISITION AND HOLDING OF THIS SECURITY BY SUCH
     HOLDER WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER
     SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION UNDER ANY
     APPLICABLE SIMILAR LAWS."

          (B) the Regulation S Global Note shall bear the following legend (the
"Regulation S Legend") on the face thereof:

     "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF
     1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY
     STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR
     PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED,
     PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
     REGISTRATION UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
     SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF,
     AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT
     HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH
     SECURITY, PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE")
     THAT IS FORTY DAYS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND
     THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE
     OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO
     THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN
     DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE
     SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
     SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED
     INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT
     PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
     INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE
     IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR
     OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE
     SECURITIES ACT, (E) TO AN INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE
     MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS
     AN INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE SECURITY FOR


                                       37
<PAGE>
     ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED
     INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF
     $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR
     SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES
     ACT, OR (F) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
     REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE
     TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO
     CLAUSES (D), (E) AND (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
     CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS
     LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE
     RESTRICTION TERMINATION DATE. BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF
     REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE
     ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE
     TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.

     THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, REPRESENTS AND
     WARRANTS THAT EITHER (A) NO PORTION OF THE ASSETS USED BY SUCH HOLDER TO
     ACQUIRE OR HOLD THIS SECURITY CONSTITUTES THE ASSETS OF ANY EMPLOYEE
     BENEFIT PLAN SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME
     SECURITY ACT OF 1974, AS AMENDED ("ERISA"), ANY PLAN, ACCOUNT OR OTHER
     ARRANGEMENT SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF
     1986, AS AMENDED (THE "CODE"), OR PROVISIONS UNDER ANY FEDERAL, STATE,
     LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH
     PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, "SIMILAR LAWS") OR ANY
     ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE "PLAN ASSETS" OF
     ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT OR (B) THE ACQUISITION AND HOLDING OF
     THIS SECURITY BY SUCH HOLDER WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED
     TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A
     VIOLATION UNDER ANY APPLICABLE SIMILAR LAWS."

          (C) The Global Securities, whether or not an Initial Security, shall
bear the following legend on the face thereof:

     "UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
     THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW
     YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
     PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
     OR 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


                                       38
<PAGE>
     REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
     OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
     OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

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

          (e) Book-Entry Provisions.

          (i) This Section 2.1(e) shall apply only to Global Securities
deposited with the Trustee, as custodian for DTC.

          (ii) Each Global Security initially shall (x) be registered in the
name of DTC for such Global Security or the nominee of DTC, (y) be delivered to
the Trustee as custodian for DTC and (z) bear legends as set forth in Section
2.1(d).

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

          (iv) In connection with any transfer of a portion of the beneficial
interest in a Global Security pursuant to subsection (f) of this Section 2.1 to
beneficial owners who are required to hold Definitive Securities, the Securities
Custodian shall reflect on its books and records the date and a decrease in the
principal amount of such Global Security in an amount equal to the principal
amount of the beneficial interest in the Global Security to be transferred, and
the Company shall execute, and the Trustee shall authenticate and deliver, one
or more Definitive Securities of like tenor and amount.

          (v) In connection with the transfer of an entire Global Security to
beneficial owners pursuant to subsection (f) of this Section 2.1, such Global
Security shall be deemed to be surrendered to the Trustee for cancellation, and
the Company shall execute, and the Trustee shall authenticate and deliver, to
each beneficial owner identified by DTC in exchange for its beneficial interest
in such Global Security, an equal aggregate principal amount of Definitive
Securities of authorized denominations.


                                       39
<PAGE>
          (vi) The registered Holder of a Global Security may grant proxies and
otherwise authorize any person, including Agent Members and persons that may
hold interests through Agent Members, to take any action which a Holder is
entitled to take under this Indenture or the Securities.

          (f) Definitive Securities. (i) Except as provided below, owners of
beneficial interests in Global Securities will not be entitled to receive
Definitive Securities. Definitive Securities shall be transferred to all
beneficial owners in exchange for their beneficial interests in a Global
Security if (a) DTC notifies the Company that it is unwilling or unable to
continue as depositary for such Global Security or DTC ceases to be a clearing
agency registered under the Exchange Act, at a time when DTC is required to be
so registered in order to act as depositary, and in each case a successor
depositary is not appointed by the Company within 90 days of such notice or, (b)
the Company executes and delivers to the Trustee and Registrar an Officers'
Certificate stating that such Global Security shall be so exchangeable or (c) an
Event of Default has occurred and is continuing and the Registrar has received a
request from DTC.

          (ii) Any Definitive Security delivered in exchange for an interest in
a Global Security pursuant to Section 2.1(e)(iv) or (v) shall, except as
otherwise provided by Section 2.6(c), bear the applicable legend regarding
transfer restrictions applicable to the Definitive Security set forth in Section
2.1(d).

          (iii) In connection with the exchange of a portion of a Definitive
Security for a beneficial interest in a Global Security, the Trustee shall
cancel such Definitive Security, and the Company shall execute, and the Trustee
shall authenticate and deliver, to the transferring Holder a new Definitive
Security representing the principal amount not so transferred.

          SECTION 2.2. Execution and Authentication. Two Officers shall sign the
Securities for the Company by manual or facsimile signature. If an Officer whose
signature is on a Security no longer holds that office at the time the Trustee
authenticates the Security, the Security shall be valid nevertheless, after
giving effect to any exchange of Initial Securities for Exchange Securities.

          A Security shall not be valid until an authorized signatory of the
Trustee manually authenticates the Security. The signature of the Trustee on a
Security shall be conclusive evidence that such Security has been duly and
validly authenticated and issued under this Indenture. A Security shall be dated
the date of its authentication.

          At any time and from time to time after the execution and delivery of
this Indenture, the Trustee shall authenticate and make available for delivery:
(1) Initial Securities for original issue on the Issue Date in an aggregate
principal amount of $150,000,000, (2) Additional Securities for original issue
and (3) Exchange Securities for issue only in an Exchange Offer pursuant to the
Registration Rights Agreement, and only in exchange for Initial Securities or
Additional Securities of an equal principal amount, in each case upon a written
order of the Company signed by an Officer of the Company (the "Company Order").
Such Company Order shall specify the amount of the Securities to be
authenticated and the date on which the original issue of Securities is to be
authenticated and whether the Securities are to be Initial Securities,
Additional Securities or Exchange Securities.


                                       40
<PAGE>
          The Trustee may appoint an agent (the "Authenticating Agent")
reasonably acceptable to the Company to authenticate the Securities. Unless
limited by the terms of such appointment, any such Authenticating Agent may
authenticate Securities whenever the Trustee may do so. Each reference in this
Indenture to authentication by the Trustee includes authentication by the
Authenticating Agent.

          In case the Company or any Subsidiary Guarantor, pursuant to Article
IV, shall be consolidated or merged with or into any other Person or shall
convey, transfer, lease or otherwise dispose of its properties and assets
substantially as an entirety to any Person, and the Successor Company resulting
from such consolidation, or surviving such merger, or into which the Company
shall have been merged, or the Person which shall have received a conveyance,
transfer, lease or other disposition as aforesaid, shall have executed an
indenture supplemental hereto with the Trustee pursuant to Article IV, any of
the Securities authenticated or delivered prior to such consolidation, merger,
conveyance, transfer, lease or other disposition may, from time to time, at the
request of the Successor Company, be exchanged for other Securities executed in
the name of the Successor Company with such changes in phraseology and form as
may be appropriate, but otherwise in substance of like tenor as the Securities
surrendered for such exchange and of like principal amount; and the Trustee,
upon Company Order of the Successor Company, shall authenticate and deliver
Securities as specified in such order for the purpose of such exchange. If
Securities shall at any time be authenticated and delivered in any new name of a
Successor Company pursuant to this Section 2.2 in exchange or substitution for
or upon registration of transfer of any Securities, such Successor Company, at
the option of the Holders but without expense to them, shall provide for the
exchange of all Securities at the time outstanding for Securities authenticated
and delivered in such new name.

          SECTION 2.3. Registrar and Paying Agent. The Company shall maintain an
office or agency where Securities may be presented for registration of transfer
or for exchange (the "Registrar") and an office or agency where Securities may
be presented for payment (the "Paying Agent"). The Registrar shall keep a
register of the Securities and of their transfer and exchange (the "Note
Register"). The Company may have one or more co-registrars and one or more
additional paying agents. The term "Paying Agent" includes any additional paying
agent.

          The Company shall enter into an appropriate agency agreement with any
Registrar, Paying Agent or co-registrar not a party to this Indenture, which
shall incorporate the terms of the TIA. The agreement shall implement the
provisions of this Indenture that relate to such agent. The Company shall notify
the Trustee of the name and address of each such agent. If the Company fails to
maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be
entitled to appropriate compensation therefor pursuant to Section 7.7. The
Company or any of its Restricted Subsidiaries may act as Paying Agent,
Registrar, co-registrar or transfer agent.

          The Company initially appoints the Trustee as Registrar and Paying
Agent for the Securities.

          SECTION 2.4. Paying Agent to Hold Money in Trust. By no later than
10:00 a.m. (New York City time) on the date on which any principal of or
interest on any Security is due and payable, the Company shall deposit with the
Paying Agent a sum sufficient in immediately available funds to pay such
principal or interest when due. The Company shall require each


                                       41
<PAGE>
Paying Agent (other than the Trustee) to agree in writing that such Paying Agent
shall hold in trust for the benefit of Securityholders or the Trustee all money
held by such Paying Agent for the payment of principal of or interest on the
Securities and shall notify the Trustee in writing of any default by any of the
Company or any Subsidiary Guarantor in making any such payment. If the Company
or a Subsidiary acts as Paying Agent, it shall segregate the money held by it as
Paying Agent and hold it as a separate trust fund. The Company at any time may
require a Paying Agent (other than the Trustee) to pay all money held by it to
the Trustee and to account for any funds disbursed by such Paying Agent. Upon
complying with this Section 2.4, the Paying Agent (if other than the Company or
a Subsidiary) shall have no further liability for the money delivered to the
Trustee. Upon any bankruptcy, reorganization or similar proceeding with respect
to the Company, the Trustee shall serve as Paying Agent for the Securities.

          SECTION 2.5. Securityholder Lists. The Trustee shall preserve in as
current a form as is reasonably practicable the most recent list available to it
of the names and addresses of Securityholders. If the Trustee is not the
Registrar, or to the extent otherwise required under the TIA, the Company shall
furnish to the Trustee, in writing at least five Business Days before each
interest payment date and at such other times as the Trustee may request in
writing, a list in such form and as of such date as the Trustee may reasonably
require of the names and addresses of Securityholders.

          SECTION 2.6. Transfer and Exchange.

          (a) The following provisions shall apply with respect to any proposed
transfer of a Rule 144A Note or an Institutional Accredited Investor Note prior
to the date which is two years after the later of the date of its original issue
and the last date on which the Company or any affiliate of the Company was the
owner of such Securities (or any predecessor thereto) (the "Resale Restriction
Termination Date"):

          (i) a transfer of a Rule 144A Note or an Institutional Accredited
     Investor Note or a beneficial interest therein to a QIB shall be made upon
     the representation of the transferee in the form as set forth on the
     reverse of the Security that it is purchasing 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, and is aware that the sale to it is being made in
     reliance on Rule 144A and acknowledges that it has received such
     information regarding the Company as the undersigned has requested pursuant
     to Rule 144A 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;

          (ii) a transfer of a Rule 144A Note or an Institutional Accredited
     Investor Note or a beneficial interest therein to an IAI shall be made upon
     receipt by the Trustee or its agent of a certificate substantially in the
     form set forth in Exhibit C from the proposed transferee and, if requested
     by the Company or the Trustee, the delivery of an opinion of counsel
     stating that such transaction is exempt from registration under the Federal
     securities laws, certification and/or other information satisfactory to
     each of them; and


                                       42
<PAGE>
          (iii) a transfer of a Rule 144A Note or an Institutional Accredited
     Investor Note or a beneficial interest therein to a Non-U.S. Person shall
     be made upon receipt by the Trustee or its agent of a certificate
     substantially in the form set forth in Exhibit D from the proposed
     transferee and, if requested by the Company or the Trustee, the delivery of
     an opinion of counsel stating that such transaction is exempt from
     registration under the Federal securities laws, certification and/or other
     information satisfactory to each of them.

          (b) The following provisions shall apply with respect to any proposed
transfer of a Regulation S Note prior to the expiration of the Restricted
Period:

          (i) a transfer of a Regulation S Note or a beneficial interest therein
     to a QIB shall be made upon the representation of the transferee, in the
     form of assignment on the reverse of the certificate, that it is purchasing
     the Security for its own account or an account with respect to which it
     exercises sole investment discretion and that it and any such account is a
     "qualified institutional buyer" within the meaning of Rule 144A, and is
     aware that the sale to it is being made in reliance on Rule 144A and
     acknowledges that it has received such information regarding the Company as
     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 its foregoing representations in order to claim the exemption
     from registration provided by Rule 144A;

          (ii) a transfer of a Regulation S Note or a beneficial interest
     therein to an IAI shall be made upon receipt by the Trustee or its agent of
     a certificate substantially in the form set forth in Exhibit C from the
     proposed transferee and, if requested by the Company or the Trustee, the
     delivery of an opinion of counsel stating that such transaction is exempt
     from registration under the Federal securities laws, certification and/or
     other information satisfactory to each of them; and

          (iii) a transfer of a Regulation S Note or a beneficial interest
     therein to a Non-U.S. Person shall be made upon receipt by the Trustee or
     its agent of a certificate substantially in the form set forth in Exhibit D
     hereof from the proposed transferee and, if requested by the Company or the
     Trustee, receipt by the Trustee or its agent of an opinion of counsel
     stating that such transaction is exempt from registration under the Federal
     securities laws, certification and/or other information satisfactory to
     each of them.

          After the expiration of the Restricted Period, interests in the
Regulation S Note may be transferred without requiring the certification set
forth in Exhibit C, Exhibit D or any additional certification.

          (c) Restricted Securities Legend. Upon the transfer, exchange or
replacement of Securities not bearing a Restricted Securities Legend, the
Registrar shall deliver Securities that do not bear a Restricted Securities
Legend unless such transferee is an affiliate (as defined in Rule 144A) of the
Company. Upon the registration of transfer, exchange or replacement of
Securities bearing a Restricted Securities Legend, the Registrar shall deliver
only Securities that bear a Restricted Securities Legend unless there is
delivered to the Registrar an Opinion of Counsel 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.


                                       43
<PAGE>
          (d) The Registrar shall retain copies of all letters, notices and
other written communications received pursuant to Section 2.1 or this Section
2.6. The Company 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 prior written notice to the Registrar.

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

          (i) To permit registrations of transfers and exchanges, the Company
     shall, subject to the other terms and conditions of this Article II,
     execute and the Trustee shall authenticate Definitive Securities and Global
     Securities at the Registrar's or co-registrar's request.

          (ii) No service charge shall be made to a Holder for any registration
     of transfer or exchange, but the Company or the Trustee may require payment
     by a Holder of a sum sufficient to cover any transfer tax, assessments, or
     similar governmental taxes and fees payable in connection therewith (other
     than any such transfer taxes, assessments or similar governmental taxes and
     fees payable upon exchange or transfer).

          (iii) The Registrar or co-registrar shall not be required to register
     the transfer of or exchange of any Security for a period beginning (1) 15
     days before the selection of Securities to be repurchased or redeemed and
     ending at the close of business on the day of such selection (except, in
     the case of Securities to be redeemed in part, the portion of the Security
     not to be redeemed) or (2) 15 days before an interest payment date and
     ending on such interest payment date.

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

          (v) Any Definitive Security delivered in exchange for an interest in a
     Global Security pursuant to Section 2.1(e) shall, except as otherwise
     provided by Section 2.6(c), bear the applicable legend regarding transfer
     restrictions applicable to the Definitive Security set forth in Section
     2.1(d).

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

          (f) No Obligation of the Trustee.

          (i) The Trustee shall have no responsibility or obligation to any
     beneficial owner of a Global Security, a member of, or a participant in,
     DTC or other Person with


                                       44
<PAGE>
     respect to the accuracy of the records of DTC or its nominee or of any
     participant or member thereof, with respect to any ownership interest in
     the Securities or with respect to the delivery to any participant, member,
     beneficial owner or other Person (other than DTC) of any notice (including
     any notice of redemption) or the payment of any amount or delivery of any
     Securities (or other security or property) under or with respect to such
     Securities. All notices and communications to be given to the Holders and
     all payments to be made to Holders in respect of the Securities shall be
     given or made only to or upon the order of the registered Holders (which
     shall be DTC or its nominee in the case of a Global Security). The rights
     of beneficial owners in any Global Security shall be exercised only through
     DTC subject to the applicable rules and procedures of DTC. The Trustee may
     rely and shall be fully protected in relying upon information furnished by
     DTC with respect to its members, participants and any beneficial owners.

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

          SECTION 2.7. Mutilated, Destroyed, Lost or Stolen Securities. If a
mutilated Security is surrendered to the Registrar or if the Holder of a
Security claims that the Security has been lost, destroyed or wrongfully taken,
the Company shall issue and the Trustee shall authenticate a replacement
Security if the requirements of Section 8-405 of the Uniform Commercial Code are
met, such that the Securityholder (a) satisfies the Company or the Trustee
within a reasonable time after such Securityholder has notice of such loss,
destruction or wrongful taking and the Registrar does not register a transfer
prior to receiving such notification, (b) makes such request to the Company or
Trustee prior to the Security being acquired by a protected purchaser as defined
in Section 8-303 of the Uniform Commercial Code (a "protected purchaser") and
(c) satisfies any other reasonable requirements of the Trustee. If required by
the Trustee or the Company, such Holder shall furnish an indemnity bond
sufficient in the judgment of the Company and the Trustee to protect the
Company, the Subsidiary Guarantors, the Trustee, the Paying Agent, the Registrar
and any co-registrar from any loss which any of them may suffer if a Security is
replaced, and, in the absence of notice to the Company, the Subsidiary
Guarantors or the Trustee that such Security has been acquired by a protected
purchaser, the Company shall execute and upon Company Order the Trustee shall
authenticate and make available for delivery, in exchange for any such mutilated
Security or in lieu of any such destroyed, lost or stolen Security, a new
Security of like tenor and principal amount, bearing a number not
contemporaneously outstanding.

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


                                       45
<PAGE>
          Upon the issuance of any new Security under this Section 2.7, the
Company may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) in connection
therewith.

          Every new Security issued pursuant to this Section 2.7 in lieu of any
mutilated, destroyed, lost or stolen Security shall constitute an original
additional contractual obligation of the Company, any Subsidiary Guarantor (if
applicable) and any other obligor upon the Securities, whether or not the
mutilated, destroyed, lost or stolen Security shall be at any time enforceable
by anyone, and shall be entitled to all benefits of this Indenture equally and
proportionately with any and all other Securities duly issued hereunder.

          The provisions of this Section 2.7 are exclusive and shall preclude
(to the extent lawful) all other rights and remedies with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Securities.

          SECTION 2.8. Outstanding Securities. Securities outstanding at any
time are all Securities authenticated by the Trustee except for those canceled
by it, those delivered to it for cancellation and those described in this
Section 2.8 as not outstanding. A Security shall be deemed to be outstanding in
the event the Company or an Affiliate of the Company holds the Security,
provided, however, that (i) for purposes of determining which are outstanding
for consent or voting purposes hereunder, the provisions of Section 11.6 shall
apply and (ii) in determining whether the Trustee shall be protected in making a
determination whether the Holders of the requisite principal amount of
outstanding Securities are present at a meeting of Holders of Securities for
quorum purposes or have consented to or voted in favor of any request, demand,
authorization, direction, notice, consent, waiver, amendment or modification
hereunder, or relying upon any such quorum, consent or vote, only Securities
which a Trust Officer of the Trustee actually knows to be held by the Company or
an Affiliate of the Company shall not be considered outstanding.

          If a Security is replaced pursuant to Section 2.7, it ceases to be
outstanding unless the Trustee and the Company receive proof satisfactory to
them that the replaced Security is held by a protected purchaser.

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

          SECTION 2.9. Temporary Securities. In the event that Definitive
Securities are to be issued under the terms of this Indenture, until such
Definitive Securities are ready for delivery, the Company may prepare and the
Trustee shall authenticate temporary Securities. Temporary Securities shall be
substantially in the form of Definitive Securities but may have variations that
the Company considers appropriate for temporary Securities. Without unreasonable
delay, the Company shall prepare and the Trustee shall authenticate Definitive


                                       46
<PAGE>
Securities. After the preparation of Definitive Securities, the temporary
Securities shall be exchangeable for Definitive Securities upon surrender of the
temporary Securities at any office or agency maintained by the Company for that
purpose and such exchange shall be without charge to the Holder. Upon surrender
for cancellation of any one or more temporary Securities, the Company shall
execute, and the Trustee shall authenticate and make available for delivery in
exchange therefor, one or more Definitive Securities representing an equal
principal amount of Securities. Until so exchanged, the Holder of temporary
Securities shall in all respects be entitled to the same benefits under this
Indenture as a Holder of Definitive Securities.

          SECTION 2.10. Cancellation. The Company at any time may deliver
Securities to the Trustee for cancellation. The Registrar and the Paying Agent
shall forward to the Trustee any Securities surrendered to them for registration
of transfer, exchange or payment. The Trustee and no one else shall cancel all
Securities surrendered for registration of transfer, exchange, payment or
cancellation and destroy such Securities in accordance with its internal
policies and, upon the Company's written request, deliver a certificate (a
"Certificate of Destruction") describing such Securities disposed (subject to
the record retention requirements of the Exchange Act). The Company may not
issue new Securities to replace Securities it has paid or delivered to the
Trustee for cancellation for any reason other than in connection with a transfer
or exchange.

          SECTION 2.11. Payment of Interest; Defaulted Interest. Interest on any
Security which is payable, and is punctually paid or duly provided for, on any
interest payment date shall be paid to the Person in whose name such Security
(or one or more predecessor Securities) is registered at the close of business
on the regular record date for such interest at the office or agency of the
Company maintained for such purpose pursuant to Section 2.3.

          Any interest on any Security which is payable, but is not paid when
the same becomes due and payable and such nonpayment continues for a period of
30 days shall forthwith cease to be payable to the Holder on the regular record
date by virtue of having been such Holder, and such defaulted interest and (to
the extent lawful) interest on such defaulted interest at the rate borne by the
Securities (such defaulted interest and interest thereon herein collectively
called "Defaulted Interest") shall be paid by the Company, at its election in
each case, as provided in clause (a) or (b) below:

          (a) The Company may elect to make payment of any Defaulted Interest to
     the Persons in whose names the Securities (or their respective predecessor
     Securities) are registered at the close of business on a Special Record
     Date (as defined below) for the payment of such Defaulted Interest, which
     shall be fixed in the following manner. The Company shall notify the
     Trustee in writing of the amount of Defaulted Interest proposed to be paid
     on each Security and the date (not less than 30 days after such notice) of
     the proposed payment (the "Special Interest Payment Date"), and at the same
     time the Company shall deposit with the Trustee an amount of money equal to
     the aggregate amount proposed to be paid in respect of such Defaulted
     Interest or shall make arrangements satisfactory to the Trustee for such
     deposit prior to the date of the proposed payment, such money when
     deposited to be held in trust for the benefit of the Persons entitled to
     such Defaulted Interest as in this clause provided. Thereupon the Trustee
     shall fix a record date (the "Special Record Date") for the payment of such
     Defaulted Interest,


                                       47
<PAGE>
     which date shall be not more than 15 days and not less than 10 days prior
     to the Special Interest Payment Date and not less than 10 days after the
     receipt by the Trustee of the notice of the proposed payment. The Trustee
     shall promptly notify the Company of such Special Record Date, and in the
     name and at the expense of the Company, shall cause notice of the proposed
     payment of such Defaulted Interest and the Special Record Date and Special
     Interest Payment Date therefor to be given in the manner provided for in
     Section 11.2, not less than 10 days prior to such Special Record Date.
     Notice of the proposed payment of such Defaulted Interest and the Special
     Record Date and Special Interest Payment Date therefor having been so
     given, such Defaulted Interest shall be paid on the Special Interest
     Payment Date to the Persons in whose names the Securities (or their
     respective predecessor Securities) are registered at the close of business
     on such Special Record Date and shall no longer be payable pursuant to the
     following clause (b).

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

          Subject to the foregoing provisions of this Section 2.11, each
Security delivered under this Indenture upon registration of, transfer of or in
exchange for or in lieu of any other Security shall carry the rights to interest
accrued and unpaid, and to accrue, which were carried by such other Security.

          SECTION 2.12. Computation of Interest. Interest on the Securities
shall be computed on the basis of a 360-day year of twelve 30-day months.

          SECTION 2.13. CUSIP Numbers. The Company in issuing the Securities may
use "CUSIP" numbers (if then generally in use) and, if so, the Trustee shall use
"CUSIP" numbers in notices of redemption as a convenience to Holders; provided,
however, that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Securities or as contained
in any notice of a redemption and that reliance may be placed only on the other
identification numbers printed on the Securities, and any such redemption shall
not be affected by any defect in or omission of such CUSIP numbers.

                                  ARTICLE III

                                    Covenants

          SECTION 3.1. Payment of Securities. The Company shall promptly pay the
principal of and interest on the Securities on the dates and in the manner
provided in the Securities and in this Indenture. Principal and interest shall
be considered paid on the date due if on such date


                                       48
<PAGE>
the Trustee or the Paying Agent holds in accordance with this Indenture
immediately available funds sufficient to pay all principal and interest then
due.

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

          Notwithstanding anything to the contrary contained in this Indenture,
the Company may, to the extent it is required to do so by law, deduct or
withhold income or other similar taxes imposed by the United States of America
from principal or interest payments hereunder.

          SECTION 3.2. Commission Reports. Notwithstanding that the Company may
not be subject to the reporting requirements of Section 13 or 15(d) of the
Exchange Act, to the extent permitted by the Exchange Act, the Company shall
file with the Commission, and make available to the Trustee and the registered
holders of the Securities, the annual reports and the information, documents and
other reports (or copies of such portions of any of the foregoing as the SEC may
by rules and regulations prescribe) that are specified in Sections 13 and 15(d)
of the Exchange Act within the time periods specified therein. In the event that
the Company is not permitted to file such reports, documents and information
with the Commission pursuant to the Exchange Act, the Company will nevertheless
make available such Exchange Act information to the Trustee and the holders of
the Securities as if the Company were subject to the reporting requirements of
Section 13 or 15(d) of the Exchange Act within the time periods specified
therein or in the relevant forms.

          If the Company has designated any of its Subsidiaries as Unrestricted
Subsidiaries, then the quarterly and annual financial information required by
the preceding paragraph shall include a reasonably detailed presentation, either
on the face of the financial statements or in the footnotes to the financial
statements and in Management's Discussion and Analysis of Results of Operations
and Financial Condition, of the financial condition and results of operations of
the Company and its Restricted Subsidiaries.

          In addition, the Company and the Subsidiary Guarantors agree that they
shall make available to the Holders and to prospective investors, upon the
request of such Holders, the information required to be delivered pursuant to
Rule 144A(d)(4) under the Securities Act so long as the Securities are not
freely transferable under the Securities Act. For purposes of this Section 3.2,
the Company and the Subsidiary Guarantors will be deemed to have furnished the
reports to the Trustee and the Holders of the Securities as required by this
Section 3.2 if it has filed such reports with the Commission via the EDGAR
filing system and such reports are publicly available.

          SECTION 3.3. Limitation on IndebtednessThe Company shall not, and
shall not permit any of its Restricted Subsidiaries to, Incur any Indebtedness
(including Acquired Indebtedness); provided, however, that the Company and the
Subsidiary Guarantors may Incur Indebtedness (including Acquired Indebtedness)
if on the date thereof:

          (1)  the Consolidated Coverage Ratio for the Company and its
               Restricted Subsidiaries is at least 2.00 to 1.00; and


                                       49
<PAGE>
          (2)  no Default or Event of Default will have occurred or be
               continuing or would occur as a consequence of Incurring the
               Indebtedness or transactions relating to such Incurrence.

          The first paragraph of this Section 3.3 will not prohibit the
Incurrence of the following Indebtedness:

          (1)  Indebtedness of the Company and Guarantees of Restricted
               Subsidiaries Incurred pursuant to a Credit Facility in an
               aggregate principal amount up to $235.0 million less the
               aggregate principal amount of all principal repayments with the
               proceeds from Asset Dispositions utilized in accordance with
               clause 3(a) of Section 3.7 that permanently reduce the
               commitments thereunder;

          (2)  Guarantees by the Company or Subsidiary Guarantors of
               Indebtedness Incurred by the Company or a Subsidiary Guarantor in
               accordance with the provisions of this Indenture and (y)
               Non-Guarantor Restricted Subsidiaries of Indebtedness Incurred by
               Non-Guarantor Restricted Subsidiaries in accordance with the
               provisions of this Indenture; provided that in the event such
               Indebtedness that is being Guaranteed is a Subordinated
               Obligation or a Guarantor Subordinated Obligation, then the
               related Guarantee shall be subordinated in right of payment to
               the Securities or the Subsidiary Guarantee, as the case may be;

          (3)  Indebtedness of the Company owing to and held by any Restricted
               Subsidiary or Indebtedness of a Restricted Subsidiary owing to
               and held by the Company or any other Restricted Subsidiary;
               provided, however,

               (a)  if the Company is the obligor on such Indebtedness, such
                    Indebtedness is expressly subordinated to the prior payment
                    in full in cash of all obligations with respect to the
                    Securities;

               (b)  if a Subsidiary Guarantor is the obligor on such
                    Indebtedness and the Company or a Subsidiary Guarantor is
                    not the obligee, such Indebtedness is subordinated in right
                    of payment to the Subsidiary Guarantees of such Subsidiary
                    Guarantor; and

               (c)  (i) any subsequent issuance or transfer of Capital Stock or
                    any other event which results in any such Indebtedness being
                    beneficially held by a Person other than the Company or a
                    Restricted Subsidiary of the Company; and

                    (ii) any sale or other transfer of any such Indebtedness to
                    a Person other than the Company or a Restricted Subsidiary
                    of the Company


                                       50
<PAGE>
          shall be deemed, in each case, to constitute an Incurrence of such
          Indebtedness by the Company or such Subsidiary, as the case may be.

          (4)  Indebtedness represented by (a) the Securities issued on the
               Issue Date, the Subsidiary Guarantees and the related exchange
               notes and exchange guarantees issued in a registered exchange
               offer pursuant to the Registration Rights Agreement, (b) any
               Indebtedness (other than the Indebtedness described in clauses
               (1), (2), (3), (6), (8), (9) and (10)) outstanding on the Issue
               Date and (c) any Refinancing Indebtedness Incurred in respect of
               any Indebtedness described in this clause (4) or clause (5) or
               Incurred pursuant to the first paragraph of this Section 3.3;

          (5)  Indebtedness of a Subsidiary Guarantor Incurred and outstanding
               on the date on which such Subsidiary Guarantor was acquired by,
               or merged into, the Company or any Restricted Subsidiary (other
               than Indebtedness Incurred (a) to provide all or any portion of
               the funds utilized to consummate the transaction or series of
               related transactions pursuant to which such Subsidiary Guarantor
               became a Restricted Subsidiary or was otherwise acquired by the
               Company or (b) otherwise in connection with, or in contemplation
               of, such acquisition); provided, however, that at the time such
               Restricted Subsidiary is acquired by the Company, the Company
               would have been able to Incur $1.00 of additional Indebtedness
               pursuant to the first paragraph of this Section 3.3 after giving
               effect to the Incurrence of such Indebtedness pursuant to this
               clause (5);

          (6)  Indebtedness under Hedging Obligations that are Incurred in the
               ordinary course of business (and not for speculative purposes)
               (1) for the purpose of fixing or hedging interest rate risk with
               respect to any Indebtedness Incurred without violation of this
               Indenture; (2) for the purpose of fixing or hedging currency
               exchange rate risk with respect to any currency exchanges; or (3)
               for the purpose of fixing or hedging commodity price risk with
               respect to any commodities;

          (7)  the Incurrence by the Company or any of its Subsidiary Guarantors
               of Indebtedness represented by Capitalized Lease Obligations,
               mortgage financings or purchase money obligations with respect to
               assets other than Capital Stock or other Investments, in each
               case Incurred for the purpose of financing all or any part of the
               purchase price or cost of construction or improvements of
               property used in the business of the Company or such Subsidiary
               Guarantor, and Attributable Indebtedness, in an aggregate
               principal amount, including all Refinancing Indebtedness Incurred
               to refund, defease, renew, extend, refinance or replace any
               Indebtedness Incurred pursuant to this clause (7), not to exceed
               the at any time outstanding the greater of (x) $15.0 million and
               5% of Total Tangible Assets;


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<PAGE>
          (8)  Indebtedness Incurred in respect of workers' compensation claims,
               self insurance obligations, performance, surety and similar bonds
               and completion guarantees provided by the Company or a Restricted
               Subsidiary in the ordinary course of business including
               guarantees or obligations of the Company or any Restricted
               Subsidiary with respect to letters of credit supporting such
               Indebtedness;

          (9)  Indebtedness arising from agreements of the Company or a
               Restricted Subsidiary providing for indemnification, adjustment
               of purchase price or similar obligations, in each case, Incurred
               or assumed in connection with the disposition of any business,
               assets or Capital Stock of a Restricted Subsidiary, provided that
               the maximum aggregate liability in respect of all such
               Indebtedness shall at no time exceed the gross proceeds actually
               received by the Company and its Restricted Subsidiaries in
               connection with such disposition;

          (10) Indebtedness arising from the honoring by a bank or other
               financial institution of a check, draft or similar instrument
               (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 five
               business days of Incurrence;

          (11) Indebtedness of Subsidiaries that are not Subsidiary Guarantors
               in an amount of up to $20.0 million; and

          (12) in addition to the items referred to in clauses (1) through (11)
               above, Indebtedness of the Company, the Restricted Subsidiaries
               and the Unrestricted Subsidiaries in an aggregate outstanding
               principal amount which, when taken together with the principal
               amount of all other Indebtedness Incurred pursuant to this clause
               (12) and then outstanding, will not exceed $20.0 million at any
               time outstanding.

          The Company shall not Incur any Indebtedness under the preceding
paragraph if the proceeds thereof are used, directly or indirectly, to refinance
any Subordinated Obligations of the Company unless such Indebtedness will be
subordinated to the Securities to at least the same extent as such Subordinated
Obligations. No Subsidiary Guarantor will Incur any Indebtedness if the proceeds
thereof are used, directly or indirectly, to refinance any Guarantor
Subordinated Obligations of such Subsidiary Guarantor unless such Indebtedness
will be subordinated to the obligations of such Subsidiary Guarantor under its
Subsidiary Guarantee to at least the same extent as such Guarantor Subordinated
Obligations. No Restricted Subsidiary (other than a Subsidiary Guarantor) may
Incur any Indebtedness if the proceeds are used to refinance Indebtedness of the
Company.

          For purposes of determining compliance with, and the outstanding
principal amount of any particular Indebtedness Incurred pursuant to and in
compliance with, this Section 3.3:


                                       52
<PAGE>
          (1)  in the event that Indebtedness meets the criteria of more than
               one of the categories described in clauses (1) through (12)
               above, or is entitled to be Incurred pursuant to the first
               paragraph of this Section 3.3, the Company, in its sole
               discretion, will classify such item of Indebtedness on the date
               of Incurrence and, with the exception of clause (1) of the second
               paragraph, may later classify such item of Indebtedness in any
               manner that complies with this Section 3.3 and only be required
               to include the amount and type of such Indebtedness in one of
               such clauses;

          (2)  all Indebtedness outstanding on the date of this Indenture under
               the Senior Secured Credit Agreement shall be deemed Incurred
               under clause (1) of the second paragraph of this Section 3.3 and
               not the first paragraph or clause (4) of the second paragraph of
               this Section 3.3;

          (3)  Guarantees of, or obligations in respect of letters of credit
               relating to, Indebtedness which is otherwise included in the
               determination of a particular amount of Indebtedness shall not be
               included;

          (4)  if obligations in respect of letters of credit are Incurred
               pursuant to a Credit Facility and are being treated as Incurred
               pursuant to clause (1) of the second paragraph above and the
               letters of credit relate to other Indebtedness, then such other
               Indebtedness shall not be included;

          (5)  the principal amount of any Disqualified Stock of the Company or
               a Restricted Subsidiary, or Preferred Stock of a Restricted
               Subsidiary that is not a Subsidiary Guarantor, will be equal to
               the greater of the maximum mandatory redemption or repurchase
               price (not including, in either case, any redemption or
               repurchase premium) or the liquidation preference thereof;

          (6)  Indebtedness permitted by this Section 3.3 need not be permitted
               solely by reference to one provision permitting such Indebtedness
               but may be permitted in part by one such provision and in part by
               one or more other provisions of this Section 3.3 permitting such
               Indebtedness; and

          (7)  the amount of Indebtedness issued at a price that is less than
               the principal amount thereof will be equal to the amount of the
               liability in respect thereof determined in accordance with GAAP.

          Accrual of interest, accrual of dividends, the accretion of accreted
value, the payment of interest in the form of additional Indebtedness and the
payment of dividends in the form of additional shares of Preferred Stock or
Disqualified Stock will not be deemed to be an Incurrence of Indebtedness for
purposes of this Section 3.3. The amount of any Indebtedness outstanding as of
any date shall be (i) the accreted value thereof in the case of any Indebtedness
issued with original issue discount and (ii) the principal amount or liquidation
preference thereof, together with any interest thereon that is more than 30 days
past due, in the case of any other Indebtedness.


                                       53
<PAGE>
          In addition, the Company will not permit any of its Unrestricted
Subsidiaries to Incur any Indebtedness or issue any shares of Disqualified
Stock, other than Indebtedness permitted under clause (11) above and Non
Recourse Debt. If at any time an Unrestricted Subsidiary becomes a Restricted
Subsidiary, any Indebtedness of such Subsidiary shall be deemed to be Incurred
by a Restricted Subsidiary as of such date (and, if such Indebtedness is not
permitted to be Incurred as of such date under this Section 3.3, the Company
shall be in Default of this Section 3.3).

          For purposes of determining compliance with any U.S.
dollar-denominated restriction on the Incurrence of Indebtedness, the U.S.
dollar equivalent principal amount of Indebtedness denominated in a foreign
currency shall be calculated based on the relevant currency exchange rate in
effect on the date such Indebtedness was Incurred, in the case of term
Indebtedness, or first committed, in the case of revolving credit Indebtedness;
provided that if such Indebtedness is Incurred to refinance other Indebtedness
denominated in a foreign currency, and such refinancing would cause the
applicable U.S. dollar-denominated restriction to be exceeded if calculated at
the relevant currency exchange rate in effect on the date of such refinancing,
such U.S. dollar-denominated restriction shall be deemed not to have been
exceeded so long as the principal amount of such refinancing Indebtedness does
not exceed the principal amount of such Indebtedness being refinanced.
Notwithstanding any other provision of this Section 3.3, the maximum amount of
Indebtedness that the Company may Incur pursuant to this Section 3.3 shall not
be deemed to be exceeded solely as a result of fluctuations in the exchange rate
of currencies. The principal amount of any Indebtedness Incurred to refinance
other Indebtedness, if Incurred in a different currency from the Indebtedness
being refinanced, shall be calculated based on the currency exchange rate
applicable to the currencies in which such Refinancing Indebtedness is
denominated that is in effect on the date of such refinancing.

          SECTION 3.4 Limitation on Restricted Payments. The Company shall not,
and shall not permit any of its Restricted Subsidiaries, directly or indirectly,
to:

          (1)  declare or pay any dividend or make any distribution (whether
               made in cash, securities or other property) on or in respect of
               its Capital Stock (including any payment in connection with any
               merger or consolidation involving the Company or any of its
               Restricted Subsidiaries) except:

               (a)  dividends or distributions payable in Capital Stock of the
                    Company (other than Disqualified Stock) or in options,
                    warrants or other rights to purchase such Capital Stock of
                    the Company; and

               (b)  dividends or distributions payable to the Company or a
                    Restricted Subsidiary (and if such Restricted Subsidiary is
                    not a Wholly-Owned Subsidiary, to its other holders of
                    common Capital Stock on a pro rata basis);

          (2)  purchase, redeem, retire or otherwise acquire for value any
               Capital Stock of the Company or any direct or indirect parent of
               the Company held by Persons other than the Company or a
               Restricted Subsidiary (other than in


                                       54
<PAGE>
               exchange for Capital Stock of the Company (other than
               Disqualified Stock));

          (3)  purchase, repurchase, redeem, defease or otherwise acquire or
               retire for value, prior to scheduled maturity, scheduled
               repayment or scheduled sinking fund payment, any Subordinated
               Obligations or Guarantor Subordinated Obligations (other than (x)
               Indebtedness of the Company owing to and held by any Subsidiary
               Guarantor or Indebtedness of a Subsidiary Guarantor owing to and
               held by the Company or any other Subsidiary Guarantor permitted
               under clause (3) of the second paragraph of Section 3.3 or (y)
               the purchase, repurchase, redemption, defeasance or other
               acquisition or retirement of Subordinated Obligations or
               Guarantor Subordinated Obligations purchased in anticipation of
               satisfying a sinking fund obligation, principal installment or
               final maturity, in each case due within one year of the date of
               purchase, repurchase, redemption, defeasance or other acquisition
               or retirement); or

          (4)  make any Restricted Investment in any Person;

(any such dividend, distribution, purchase, redemption, repurchase, defeasance,
other acquisition, retirement or Restricted Investment referred to in clauses
(1) through (4) shall be referred to herein as a "Restricted Payment"), if at
the time the Company or such Restricted Subsidiary makes such Restricted
Payment:

               (a)  a Default shall have occurred and be continuing (or would
                    result therefrom); or

               (b)  the Company is not able to Incur an additional $1.00 of
                    Indebtedness pursuant to the first paragraph of Section 3.3
                    after giving effect, on a pro forma basis, to such
                    Restricted Payment; or

               (c)  the aggregate amount of such Restricted Payment and all
                    other Restricted Payments declared or made subsequent to the
                    Issue Date (excluding clauses (1), (2), (3), (4), (7), (8)
                    and (9)) would exceed the sum of:

                    (i)  50% of Consolidated Net Income for the period (treated
                         as one accounting period) from the Issue Date to the
                         end of the most recent fiscal quarter ending prior to
                         the date of such Restricted Payment for which financial
                         statements are in existence (or, in case such
                         Consolidated Net Income is a deficit, minus 100% of
                         such deficit);

                    (ii) 100% of the aggregate Net Cash Proceeds and the fair
                         market value as determined in good faith by the Board
                         of Directors of the Company of stock or other property
                         received by the Company from the issue or sale of its
                         Capital


                                       55
<PAGE>
                         Stock (other than Disqualified Stock) or other capital
                         contributions subsequent to the Issue Date (other than
                         Net Cash Proceeds received from an issuance or sale of
                         such Capital Stock to a Subsidiary of the Company or an
                         employee stock ownership plan, option plan or similar
                         trust to the extent such sale to an employee stock
                         ownership plan or similar trust is financed by loans
                         from or Guaranteed by the Company or any Restricted
                         Subsidiary unless such loans have been repaid with cash
                         on or prior to the date of determination) excluding in
                         any event Net Cash Proceeds received by the Company
                         from the issue and sale of its Capital Stock or capital
                         contributions to the extent applied to redeem
                         Securities in compliance with the provisions set forth
                         under the second paragraph of Section 5.1;

                    (iii) the amount by which Indebtedness of the Company or its
                         Restricted Subsidiaries is reduced on the Company's
                         balance sheet upon the conversion or exchange (other
                         than by a Subsidiary of the Company) subsequent to the
                         Issue Date of any Indebtedness of the Company or its
                         Restricted Subsidiaries convertible or exchangeable for
                         Capital Stock (other than Disqualified Stock) of the
                         Company (less the amount of any cash, or the fair
                         market value of any other property, distributed by the
                         Company upon such conversion or exchange); and

                    (iv) the amount equal to the net reduction in Restricted
                         Investments made by the Company or any of its
                         Restricted Subsidiaries in any Person resulting from:

                         (A) repurchases or redemptions of such Restricted
                         Investments by such Person, proceeds realized upon the
                         sale of such Restricted Investment to an unaffiliated
                         purchaser, repayments of loans or advances or other
                         transfers of assets (including by way of dividend or
                         distribution) by such Person to the Company or any
                         Restricted Subsidiary (other than for reimbursement of
                         tax payments); or

                         (B) the redesignation of Unrestricted Subsidiaries as
                         Restricted Subsidiaries (valued in each case as
                         provided in the definition of "Investment") not to
                         exceed, in the case of any Unrestricted Subsidiary, the
                         amount of Investments previously made by the Company or
                         any Restricted Subsidiary in such Unrestricted
                         Subsidiary,


                                    56
<PAGE>
                         which amount in each case under this clause (iv) was
                         included in the calculation of the amount of Restricted
                         Payments; provided, however, that no amount will be
                         included under this clause (iv) to the extent it is
                         already included in Consolidated Net Income.

          The provisions of the preceding paragraph will not prohibit:

          (1)  any purchase, repurchase, redemption, defeasance or other
               acquisition or retirement of Capital Stock, Disqualified Stock or
               Subordinated Obligations of the Company or Guarantor Subordinated
               Obligations of any Subsidiary Guarantor made by exchange for, or
               out of the proceeds of the substantially concurrent sale of,
               Capital Stock of the Company (other than Disqualified Stock and
               other than Capital Stock issued or sold to a Subsidiary or an
               employee stock ownership plan or similar trust to the extent such
               sale to an employee stock ownership plan or similar trust is
               financed by loans from or Guaranteed by the Company or any
               Restricted Subsidiary unless such loans have been repaid with
               cash on or prior to the date of determination); provided,
               however, that the Net Cash Proceeds from such sale of Capital
               Stock will be excluded from clause (c)(ii) of the preceding
               paragraph;

          (2)  any purchase, repurchase, redemption, defeasance or other
               acquisition or retirement of Subordinated Obligations of the
               Company or Guarantor Subordinated Obligations of any Subsidiary
               Guarantor made by exchange for, or out of the proceeds of the
               substantially concurrent sale of, Subordinated Obligations of the
               Company or any purchase, repurchase, redemption, defeasance or
               other acquisition or retirement of Guarantor Subordinated
               Obligations made by exchange for or out of the proceeds of the
               substantially concurrent sale of Guarantor Subordinated
               Obligations that, in each case, is permitted to be Incurred
               pursuant to Section 3.3 and that in each case constitutes
               Refinancing Indebtedness;

          (3)  any purchase, repurchase, redemption, defeasance or other
               acquisition or retirement of Disqualified Stock of the Company or
               a Restricted Subsidiary made by exchange for or out of the
               proceeds of the substantially concurrent sale of Disqualified
               Stock of the Company or such Restricted Subsidiary, as the case
               may be, that, in each case, is permitted to be Incurred pursuant
               to Section 3.3 and that in each case constitutes Refinancing
               Indebtedness;

          (4)  so long as no Default or Event of Default has occurred and is
               continuing, any purchase or redemption of Subordinated
               Obligations or Guarantor Subordinated Obligations of a Subsidiary
               Guarantor from Net Available Cash to the extent permitted under
               Section 3.7;


                                       57
<PAGE>
          (5)  dividends paid within 60 days after the date of declaration if at
               such date of declaration such dividend would have complied with
               this provision;

          (6)  so long as no Default or Event of Default has occurred and is
               continuing,

               (a)  the purchase, redemption or other acquisition, cancellation
                    or retirement for value of Capital Stock, or options,
                    warrants, equity appreciation rights or other rights to
                    purchase or acquire Capital Stock of the Company or any
                    Restricted Subsidiary or any parent of the Company held by
                    any existing or former employees or management of the
                    Company or any Subsidiary of the Company or their assigns,
                    estates or heirs, in each case in connection with the
                    repurchase provisions under employee stock option or stock
                    purchase agreements or other agreements to compensate
                    management employees; provided that such redemptions or
                    repurchases pursuant to this clause will not exceed $5.0
                    million in the aggregate during any calendar year; and

               (b)  loans or advances to employees or directors of the Company
                    or any Subsidiary of the Company the proceeds of which are
                    used to purchase Capital Stock of the Company, in an
                    aggregate amount not in excess of $3.0 million at any one
                    time outstanding; provided, however, that the Company and
                    its Subsidiaries shall comply in all material respects with
                    the provisions of the Sarbanes Oxley Act of 2002 and the
                    rules and regulations promulgated in connection therewith
                    relating to such loans and advances;

          (7)  so long as no Default or Event of Default has occurred and is
               continuing, the declaration and payment of dividends to holders
               of any class or series of Disqualified Stock of the Company
               issued in accordance with the terms of this Indenture to the
               extent such dividends are included in the definition of
               "Consolidated Interest Expense;"

          (8)  repurchases of Capital Stock deemed to occur upon the exercise of
               stock options, warrants or other convertible securities if such
               Capital Stock represents a portion of the exercise price thereof;

          (9)  the purchase, repurchase, redemption, defeasance or other
               acquisition or retirement for value of any Subordinated
               Obligation (i) at a purchase price not greater than 101% of the
               principal amount of such Subordinated Obligation in the event of
               a Change of Control in accordance with provisions similar to
               those of Section 3.9 or (ii) at a purchase price not greater than
               100% of the principal amount thereof in accordance with
               provisions similar to those of Section 3.7; provided that, prior
               to or simultaneously with such purchase, repurchase, redemption,
               defeasance or other acquisition or retirement, the Company has
               made the Change of Control Offer or Asset Disposition Offer, as
               applicable, as provided in


                                       58
<PAGE>
               Section 3.9 with respect to the Securities and has completed the
               repurchase or redemption of all Securities validly tendered for
               payment in connection with such Change of Control Offer or Asset
               Disposition Offer;

          (10) the purchase, repurchase, acquisition or redemption of the
               10.625% Notes (including any prepayment penalties, premiums, fees
               (including consent fees) and expenses); and

          (11) Restricted Payments in an amount not to exceed $30.0 million.

          The amount of all Restricted Payments (other than cash) shall be the
fair market value on the date of such Restricted Payment of the asset(s) or
securities proposed to be paid, transferred or issued by the Company or such
Restricted Subsidiary, as the case may be, pursuant to such Restricted Payment.
The fair market value of any cash Restricted Payment shall be its face amount
and any non-cash Restricted Payment shall be determined conclusively by the
Board of Directors of the Company acting in good faith whose resolution with
respect thereto shall be delivered to the Trustee, such determination to be
based upon an opinion or appraisal issued by an accounting, appraisal or
investment banking firm of national standing if such fair market value is
estimated in good faith by the Board of Directors of the Company to exceed $1.0
million. Not later than the date of making any Restricted Payment, the Company
shall deliver to the Trustee an Officers' Certificate stating that such
Restricted Payment is permitted and setting forth the basis upon which the
calculations required by this Section 3.4 were computed, together with a copy of
any fairness opinion or appraisal required by this Indenture.

          SECTION 3.5 Limitation on Liens. The Company shall not, and shall not
permit any of its Restricted Subsidiaries to, directly or indirectly, create,
Incur or suffer to exist any Lien (other than Permitted Liens) upon any of its
property or assets (including Capital Stock of Restricted Subsidiaries), whether
owned on the date of this Indenture or acquired after that date, which Lien is
securing any Indebtedness, unless contemporaneously with the Incurrence of such
Liens effective provision is made to secure the Indebtedness due under this
Indenture and the Securities or, in respect of Liens on any Restricted
Subsidiary's property or assets, any Subsidiary Guarantee of such Restricted
Subsidiary, equally and ratably with (or senior in priority to in the case of
Liens with respect to Subordinated Obligations or Guarantor Subordinated
Obligations, as the case may be) the Indebtedness secured by such Lien for so
long as such Indebtedness is so secured.

          SECTION 3.6 Limitation on Restrictions on Distributions from
Restricted Subsidiaries. The Company shall not, and shall not permit any
Restricted Subsidiary to, 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:

          (1)  pay dividends or make any other distributions on its Capital
               Stock or pay any Indebtedness or other obligations owed to the
               Company or any Restricted Subsidiary (it being understood that
               the priority of any Preferred Stock in receiving dividends or
               liquidating distributions prior to dividends


                                       59
<PAGE>
               or liquidating distributions being paid on Common Stock shall not
               be deemed a restriction on the ability to make distributions on
               Capital Stock);

          (2)  make any loans or advances to the Company or any Restricted
               Subsidiary (it being understood that the subordination of loans
               or advances made to the Company or any Restricted Subsidiary to
               other Indebtedness Incurred by the Company or any Restricted
               Subsidiary shall not be deemed a restriction on the ability to
               make loans or advances); or

          (3)  transfer any of its property or assets to the Company or any
               Restricted Subsidiary (it being understood that such transfers
               shall not include any type of transfer described in clause (1) or
               (2) above).

          The preceding provisions will not prohibit:

               (i) any encumbrance or restriction pursuant to an agreement in
               effect at or entered into on the date of this Indenture,
               including, without limitation, this Indenture, the Securities,
               the Exchange Notes, the Subsidiary Guarantees, the indenture for
               the 10.625% Notes, the 10.625% Notes and the related guarantees
               and the Senior Secured Credit Agreement (and related
               documentation) in effect on such date;

               (ii) any encumbrance or restriction with respect to a Restricted
               Subsidiary pursuant to an agreement relating to any Capital Stock
               or Indebtedness Incurred by a Restricted Subsidiary on or before
               the date on which such Restricted Subsidiary was acquired by the
               Company or a Restricted Subsidiary (other than Capital Stock or
               Indebtedness Incurred as consideration in, or to provide all or
               any portion of the funds utilized to consummate, the transaction
               or series of related transactions pursuant to which such
               Restricted Subsidiary became a Restricted Subsidiary or was
               acquired by the Company or in contemplation of the transaction)
               and outstanding on such date provided, that any such encumbrance
               or restriction shall not extend to any assets or property of the
               Company or any other Restricted Subsidiary other than the assets
               and property so acquired;

               (iii) any encumbrance or restriction with respect to a Restricted
               Subsidiary pursuant to an agreement effecting a refunding,
               replacement or refinancing of Indebtedness Incurred pursuant to
               an agreement referred to in clause (i) or (ii) of this paragraph
               or this clause (iii) or contained in any amendment, restatement,
               modification, renewal, supplement, refunding, replacement or
               refinancing of an agreement referred to in clause (i) or (ii) of
               this paragraph or this clause (iii); provided, however, that the
               encumbrances and restrictions with respect to such Restricted
               Subsidiary contained in any such agreement are no less favorable
               in any material respect, taken as a whole, to the holders of the
               Securities than the encumbrances and restrictions contained in
               such agreements referred to in clauses (i) or (ii) of this
               paragraph on the Issue Date or the date such Restricted
               Subsidiary


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<PAGE>
               became a Restricted Subsidiary or was merged into a Restricted
               Subsidiary, whichever is applicable;

               (iv) in the case of clause (3) of the first paragraph of this
               Section 3.6, any encumbrance or restriction:

                    (a) that restricts in a customary manner the subletting,
                    assignment or transfer of any property or asset that is
                    subject to a lease, license or similar contract, or the
                    assignment or transfer of any such lease, license or other
                    contract;

                    (b) contained in mortgages, pledges or other security
                    agreements permitted under this Indenture securing
                    Indebtedness of the Company or a Restricted Subsidiary to
                    the extent such encumbrances or restrictions restrict the
                    transfer of the property subject to such mortgages, pledges
                    or other security agreements; or

                    (c) pursuant to customary provisions restricting
                    dispositions of real property interests set forth in any
                    reciprocal easement agreements of the Company or any
                    Restricted Subsidiary;

               (v) (a) purchase money obligations for property acquired in the
               ordinary course of business and (b) Capitalized Lease Obligations
               permitted under this Indenture, in each case, that impose
               encumbrances or restrictions of the nature described in clause
               (3) of the first paragraph of this Section 3.6 on the property so
               acquired;

               (vi) any restriction with respect to a Restricted Subsidiary (or
               any of its property or assets) imposed pursuant to an agreement
               entered into for the direct or indirect sale or disposition of
               the Capital Stock or assets of such Restricted Subsidiary (or the
               property or assets that are subject to such restriction) pending
               the closing of such sale or disposition;

               (vii) any customary provisions in joint venture agreements
               relating to joint ventures that are not Restricted Subsidiaries
               and other similar agreements entered into in the ordinary course
               of business;

               (viii) net worth provisions in leases and other agreements
               entered into by the Company or any Restricted Subsidiary in the
               ordinary course of business;

               (ix) encumbrances or restrictions arising or existing by reason
               of applicable law or any applicable rule, regulation or order;

               (x) encumbrances or restrictions contained in indentures or debt
               instruments or other debt arrangements Incurred or Preferred
               Stock issued by Subsidiary Guarantors in accordance with Section
               3.3 that are not more


                                       61
<PAGE>
               restrictive, taken as a whole, than those applicable to the
               Company in either this Indenture or the Senior Secured Credit
               Agreement on the Issue Date (which results in encumbrances or
               restrictions comparable to those applicable to the Company at a
               Restricted Subsidiary level); and

               (xi) encumbrances or restrictions contained in indentures or
               other debt instruments or debt arrangements Incurred or Preferred
               Stock issued by Restricted Subsidiaries that are not Subsidiary
               Guarantors subsequent to the Issue Date pursuant to clauses (5)
               and (12) of the second paragraph of Section 3.3 by Restricted
               Subsidiaries, provided that after giving effect to such
               Incurrence of Indebtedness, the Company would be permitted to
               incur at least $1.00 of additional Indebtedness pursuant to the
               Consolidated Coverage Ratio test set forth in the first paragraph
               of Section 3.3.

          SECTION 3.7 Limitation on Sales of Assets and Subsidiary Stock. (b)
The Company shall not, and shall not permit any of its Restricted Subsidiaries
to, make any Asset Disposition unless:

          (1)  the Company or such Restricted Subsidiary, as the case may be,
               receives consideration at least equal to the fair market value
               (such fair market value to be determined on the date of
               contractually agreeing to such Asset Disposition), as determined
               in good faith by the Board of Directors (including as to the
               value of all non cash consideration), of the shares and assets
               subject to such Asset Disposition;

          (2)  at least 75% of the consideration received in the Asset
               Disposition by the Company or such Restricted Subsidiary is in
               the form of cash. For purposes of this paragraph (2), each of the
               following will be deemed to be cash:

               (a)  Cash Equivalents;

               (b)  Short Term Investments;

               (c)  any liabilities, as shown on the Company's most recent
                    consolidated balance sheet, of the Company or any Restricted
                    Subsidiary (other than contingent liabilities and
                    liabilities that are by their terms subordinated to the
                    notes or any Subsidiary Guarantee) that are assumed by the
                    transferee of any such assets pursuant to a customary
                    novation agreement that releases the Company or such
                    Restricted Subsidiary from further liability;

               (d)  any securities, notes or other obligations received by the
                    Company or any such Restricted Subsidiary from such
                    transferee that are converted by the Company or such
                    Restricted Subsidiary into cash within 180 days of receipt,
                    to the extent of the cash received in that conversion; and


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<PAGE>
               (e)  any Designated Noncash Consideration the Fair Market Value
                    of which, when taken together with all other Designated
                    Noncash Consideration received pursuant to this clause (d)
                    (and not subsequently converted into Cash Equivalents or
                    Short Term Investments that are treated as Net Proceeds of
                    an Asset Sale), does not exceed $30.0 million since the
                    Issue Date, with the Fair Market Value of each item of
                    Designated Noncash Consideration being measured at the time
                    received and without giving effect to subsequent changes in
                    value.

          Notwithstanding the foregoing, the 75% limitation referred to in
clause (2) above shall not apply to any Asset Disposition in which the cash,
Cash Equivalents or Short Term Investments portion of the consideration received
therefrom, determined in accordance with the foregoing provision, is equal to or
greater than what the after-tax proceeds would have been had such Asset
Disposition complied with the aforementioned 75% limitation.

          (3)  an amount equal to 100% of the Net Available Cash from such Asset
               Disposition is applied by the Company or such Restricted
               Subsidiary, as the case may be:

               (a) first, to the extent the Company or any Restricted
               Subsidiary, as the case may be, elects (or is required by the
               terms of any Indebtedness), to prepay, repay or purchase
               Indebtedness of the Company (other than any Disqualified Stock or
               Subordinated Obligations) or Indebtedness of a Restricted
               Subsidiary (other than any Disqualified Stock or Guarantor
               Subordinated Obligations of a Subsidiary Guarantor) (in each case
               other than Indebtedness owed to the Company or an Affiliate of
               the Company) within 365 days from the later of the date of such
               Asset Disposition or the receipt of such Net Available Cash;
               provided, however, that, in connection with any prepayment,
               repayment or purchase of Indebtedness pursuant to this clause
               (a), the Company or such Restricted Subsidiary will retire such
               Indebtedness and will cause the related commitment (if any) to be
               permanently reduced in an amount equal to the principal amount so
               prepaid, repaid or purchased; and

               (b) second, to the extent of the balance of such Net Available
               Cash after application in accordance with clause (a), to the
               extent the Company or such Restricted Subsidiary elects, to
               invest in Additional Assets within 365 days from the later of the
               date of such Asset Disposition or the receipt of such Net
               Available Cash;

               provided that pending the final application of any such Net
               Available Cash in accordance with clause (a) or clause (b) above,
               the Company and its Restricted Subsidiaries may temporarily
               reduce Indebtedness or otherwise invest such Net Available Cash
               in any manner not prohibited by this Indenture.


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<PAGE>
          (b) Any Net Available Cash from Asset Dispositions that are not
applied or invested as provided in the preceding paragraph will be deemed to
constitute "Excess Proceeds." On the 366th day after an Asset Disposition, if
the aggregate amount of Excess Proceeds exceeds $20.0 million, the Company will
be required to make an offer ("Asset Disposition Offer") to all holders of
Securities and to the extent required by the terms of other Pari Passu
Indebtedness, to all holders of other Pari Passu Indebtedness outstanding with
similar provisions requiring the Company to make an offer to purchase such Pari
Passu Indebtedness with the proceeds from any Asset Disposition ("Pari Passu
Notes"), to purchase the maximum principal amount of Securities and any such
Pari Passu Notes to which the Asset Disposition Offer applies that may be
purchased out of the Excess Proceeds, at an offer price in cash in an amount
equal to 100% of the principal amount of the Securities and Pari Passu Notes
plus accrued and unpaid interest to the date of purchase, in accordance with the
procedures set forth in this Indenture or the agreements governing the Pari
Passu Notes, as applicable, in each case in integral multiples of $1,000. To the
extent that the aggregate amount of Securities and Pari Passu Notes so validly
tendered and not properly withdrawn pursuant to an Asset Disposition Offer is
less than the Excess Proceeds, the Company may use any remaining Excess Proceeds
for general corporate purposes, subject to other covenants contained in this
Indenture. If the aggregate principal amount of Securities surrendered by
holders thereof and other Pari Passu Notes surrendered by holders or lenders,
collectively, exceeds the amount of Excess Proceeds, the Trustee shall select
the Securities and Pari Passu Notes to be purchased on a pro rata basis on the
basis of the aggregate principal amount of tendered Securities and Pari Passu
Notes. Upon completion of such Asset Disposition Offer, the amount of Excess
Proceeds shall be reset at zero.

          (c) The Asset Disposition Offer shall remain open for a period of 20
Business Days following its commencement, except to the extent that a longer
period is required by applicable law (the "Asset Disposition Offer Period"). No
later than five Business Days after the termination of the Asset Disposition
Offer Period (the "Asset Disposition Purchase Date"), the Company will purchase
the principal amount of Securities and Pari Passu Notes required to be purchased
pursuant to this Section 3.7 (the "Asset Disposition Offer Amount") or, if less
than the Asset Disposition Offer Amount has been so validly tendered, all
Securities and Pari Passu Notes validly tendered in response to the Asset
Disposition Offer.

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

     On or before the Asset Disposition Purchase Date, the Company will, to the
extent lawful, accept for payment, on a pro rata basis to the extent necessary,
the Asset Disposition Offer Amount of Securities and Pari Passu Notes or
portions of Securities and Pari Passu Notes so validly tendered and not properly
withdrawn pursuant to the Asset Disposition Offer, or if less than the Asset
Disposition Offer Amount has been validly tendered and not properly withdrawn,
all Securities and Pari Passu Notes so validly tendered and not properly
withdrawn, in each case in integral multiples of $1,000. The Company will
deliver to the Trustee an Officers' Certificate stating that such Securities or
portions thereof were accepted for payment by the Company in accordance with the
terms of this Section 3.7 and, in addition, the Company will deliver all


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<PAGE>
certificates and notes required, if any, by the agreements governing the Pari
Passu Notes. The Company or the Paying Agent, as the case may be, will promptly
(but in any case not later than five Business Days after termination of the
Asset Disposition Offer Period) mail or deliver to each tendering holder of
Securities or holder or lender of Pari Passu Notes, as the case may be, an
amount equal to the purchase price of the Securities or Pari Passu Notes so
validly tendered and not properly withdrawn by such holder or lender, as the
case may be, and accepted by the Company for purchase, and the Company will
promptly issue a new Security, and the Trustee, upon delivery of an Officers'
Certificate from the Company, will authenticate and mail or deliver such new
Security to such holder, in a principal amount equal to any unpurchased portion
of the Security surrendered; provided that each such new Security will be in a
principal amount of $1,000 or an integral multiple of $1,000. In addition, the
Company will take any and all other actions required by the agreements governing
the Pari Passu Notes. Any Security not so accepted will be promptly mailed or
delivered by the Company to the holder thereof. The Company will publicly
announce the results of the Asset Disposition Offer on the Asset Disposition
Purchase Date.

     For the purposes of this Section 3.7, the following will be deemed to be
cash:

          (1)  the assumption by the transferee of Indebtedness (other than
               Subordinated Obligations or Disqualified Stock) of the Company or
               Indebtedness of a Restricted Subsidiary (other than Guarantor
               Subordinated Obligations or Disqualified Stock of any Subsidiary
               Guarantor) and the release of the Company or such Restricted
               Subsidiary from all liability on such Indebtedness in connection
               with such Asset Disposition (in which case the Company will,
               without further action, be deemed to have applied such deemed
               cash to Indebtedness in accordance with clause (a) above); and

          (2)  securities, notes or other obligations received by the Company or
               any Restricted Subsidiary from the transferee that are promptly
               converted by the Company or such Restricted Subsidiary into cash.

     The Company will comply, to the extent applicable, with the requirements of
Rule 14e-1 under the Exchange Act and any other securities laws or regulations
in connection with the repurchase of Securities pursuant to this Indenture. To
the extent that the provisions of any securities laws or regulations conflict
with provisions of this Section 3.7, the Company will comply with the applicable
securities laws and regulations and will not be deemed to have breached its
obligations under this Indenture by virtue of any conflict.

          SECTION 3.8 Limitation on Affiliate Transactions. The Company shall
not, and shall not permit any of its Restricted Subsidiaries to, directly or
indirectly, enter into or conduct any transaction (including the purchase, sale,
lease or exchange of any property or the rendering of any service) with any
Affiliate of the Company (an "Affiliate Transaction") unless:

          (1)  the terms of such Affiliate Transaction are no less favorable to
               the Company or such Restricted Subsidiary, as the case may be,
               than those that could be obtained in a comparable transaction at
               the time of such transaction in arm's-length dealings with a
               Person who is not such an Affiliate;


                                       65
<PAGE>
          (2)  in the event such Affiliate Transaction involves an aggregate
               consideration in excess of $3.0 million, the terms of such
               transaction have been approved by a majority of the members of
               the Board of Directors of the Company and by a majority of the
               members of such Board having no personal stake in such
               transaction, if any (and such majority or majorities, as the case
               may be, determines that such Affiliate Transaction satisfies the
               criteria in clause (1) above); and

          (3)  in the event such Affiliate Transaction involves an aggregate
               consideration in excess of $10.0 million, the Company has
               received a written opinion from an independent investment
               banking, accounting or appraisal firm of nationally recognized
               standing that such Affiliate Transaction is not materially less
               favorable than those that might reasonably have been obtained in
               a comparable transaction at such time on an arm's length basis
               from a Person that is not an Affiliate.

          The preceding paragraph will not apply to:

          (1)  any Restricted Payment (other than a Restricted Investment)
               permitted to be made pursuant to Section 3.4;

          (2)  any issuance of securities, or other payments, awards or grants
               in cash, securities or otherwise pursuant to, or the funding of,
               employment agreements and other compensation arrangements,
               options to purchase Capital Stock of the Company, restricted
               stock plans, long-term incentive plans, stock appreciation rights
               plans, participation plans, health plans, retirement plans or
               similar employee benefits plans and/or indemnity provided on
               behalf of officers and employees approved by the Board of
               Directors of the Company;

          (3)  loans or advances to employees, officers or directors in the
               ordinary course of business of the Company or any of its
               Restricted Subsidiaries but in any event not to exceed $3.0
               million in the aggregate outstanding at any one time (without
               giving effect to the forgiveness of any such loan) with respect
               to all loans or advances made since the Issue Date; provided,
               however, that the Company and its Subsidiaries shall comply in
               all material respects with all provisions of the Sarbanes-Oxley
               Act of 2002 and the rules and regulations promulgated in
               connection therewith that would be applicable to an issuer with
               debt securities registered under the Securities Act relating to
               such loans and advances;

          (4)  any transaction between the Company and a Restricted Subsidiary
               or between Restricted Subsidiaries and Guarantees issued by the
               Company or a Restricted Subsidiary for the benefit of the Company
               or a Restricted Subsidiary, as the case may be, in accordance
               with Section 3.3;


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<PAGE>
          (5)  the payment of reasonable and customary fees paid to, and
               indemnity provided on behalf of, directors of the Company or any
               Restricted Subsidiary;

          (6)  the existence of, and the performance of obligations of the
               Company or any of its Restricted Subsidiaries under the terms of
               any agreement to which the Company or any of its Restricted
               Subsidiaries is a party as of or on the Issue Date and identified
               on a schedule to this Indenture on the Issue Date, as these
               agreements may be amended, modified, supplemented, extended or
               renewed from time to time; provided, however, that any future
               amendment, modification, supplement, extension or renewal entered
               into after the Issue Date will be permitted to the extent that
               its terms are not more disadvantageous to the holders of the
               Securities than the terms of the agreements in effect on the
               Issue Date;

          (7)  transactions with customers, clients, suppliers or purchasers or
               sellers of goods or services, in each case in the ordinary course
               of the business of the Company and its Restricted Subsidiaries
               and otherwise in compliance with the terms of this Indenture;
               provided that in the reasonable determination of the members of
               the Board of Directors or senior management of the Company, such
               transactions are on terms that are no less favorable to the
               Company or the relevant Restricted Subsidiary than those that
               would have been obtained in a comparable transaction by the
               Company or such Restricted Subsidiary with an unrelated Person;

          (8)  the payment of management, consulting and advisory fees and
               related expenses to Onex Partners Manager LP and its Affiliates;
               and

          (9)  any issuance or sale of Capital Stock (other than Disqualified
               Stock) to Affiliates of the Company and the granting of
               registration and other customary rights in connection therewith.

          SECTION 3.9 Change of Control

          (a) If a Change of Control occurs, unless the Company has exercised
its right to redeem all of the Securities as described under Section 5.1, each
Holder of Securities will have the right to require the Company to repurchase
all or any part (equal to $1,000 or an integral multiple thereof) of such
Holder's Securities at a purchase price in cash equal to 101% of the principal
amount of the Securities plus accrued and unpaid interest, if any, to the date
of purchase (subject to the right of Holders of record on the relevant record
date to receive interest due on the relevant interest payment date).

          (b) Within 30 days following any Change of Control, unless the Company
has exercised its right to redeem all of the Securities as described under
Section 5.1, the Company will mail a notice (the "Change of Control Offer") to
each Holder, with a copy to the Trustee, stating:


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

          (2)  the repurchase date (which shall be no earlier than 30 days nor
               later than 60 days from the date such notice is mailed) (the
               "Change of Control Payment Date"); and

          (3)  the procedures determined by the Company, consistent with this
               Indenture, that a Holder must follow in order to have its
               Securities repurchased.

          (c) On the Change of Control Payment Date, the Company will, to the
extent lawful:

          (1)  accept for payment all Securities or portions of Securities (in
               integral multiples of $1,000) properly tendered pursuant to the
               Change of Control Offer;

          (2)  deposit with the Paying Agent an amount equal to the Change of
               Control Payment in respect of all Securities or portions of
               Securities so tendered; and

          (3)  deliver or cause to be delivered to the Trustee the Securities so
               accepted together with an Officers' Certificate stating the
               aggregate principal amount of Securities or portions of
               Securities being purchased by the Company.

          (d) The Paying Agent will promptly mail to each Holder of Securities
so tendered the Change of Control Payment for such Securities, and the Trustee
will promptly authenticate and mail (or cause to be transferred by book entry)
to each Holder a new Security equal in principal amount to any unpurchased
portion of the Securities surrendered, if any; provided that each such new
Security will be in a principal amount of $1,000 or an integral multiple
thereof.

          (e) If the Change of Control Payment Date is on or after an interest
record date and on or before the related interest payment date, any accrued and
unpaid interest, if any, will be paid to the Person in whose name a Security is
registered at the close of business on such record date, and no additional
interest will be payable to Holders who tender pursuant to the Change of Control
Offer.

          (f) Prior to mailing a Change of Control Offer, and as a condition to
such mailing (i) the requisite holders of each issue of Indebtedness issued
under an indenture or other agreement that may be violated by such payment shall
have consented to such Change of Control Offer being made and waived the Event
of Default, if any, caused by the Change of Control or (ii) the Company will
repay all outstanding Indebtedness issued under an indenture or other agreement


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<PAGE>
that may be violated by a payment to the holders of Securities under a Change of
Control Offer or the Company must offer to repay all such Indebtedness, and make
payment to the holders of such Indebtedness that accept such offer, and obtain
waivers of any Event of Default from the remaining holders of such Indebtedness.
The Company covenants to effect such repayment or obtain such consent within 30
days following any Change of Control, it being a default of the Change of
Control provisions of this Indenture if the Company fails to comply with such
covenant.

          (g) The Company 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
Company and purchases all Securities validly tendered and not withdrawn under
such Change of Control Offer.

          (h) The Company will comply, to the extent applicable, with the
requirements of Rule 14e-1 of the Exchange Act and any other securities laws or
regulations in connection with the repurchase of Securities pursuant to this
Section 3.9. To the extent that the provisions of any securities laws or
regulations conflict with provisions of this Indenture, the Company will comply
with the applicable securities laws and regulations and will not be deemed to
have breached its obligations described in this Indenture by virtue of its
compliance.

          SECTION 3.10 Limitation on Sale of Capital Stock of Restricted
Subsidiaries. The Company shall not, and shall not permit any Restricted
Subsidiary to, transfer, convey, sell, lease or otherwise dispose of any Voting
Stock of any Restricted Subsidiary or, with respect to any Restricted
Subsidiary, to issue any of the Voting Stock of a Restricted Subsidiary (other
than, if necessary, shares of its Voting Stock constituting directors'
qualifying shares) to any Person except:

          (1)  to the Company or a Wholly-Owned Restricted Subsidiary; or

          (2)  in compliance with Section 3.7 and immediately after giving
               effect to such issuance or sale, such Restricted Subsidiary would
               continue to be a Restricted Subsidiary.

          Notwithstanding the preceding paragraph, the Company or any Restricted
Subsidiary may sell all the Voting Stock of a Restricted Subsidiary as long as
the Company or its Restricted Subsidiaries comply with the terms of Section 3.7.

          SECTION 3.11 Future Subsidiary Guarantors. The Company will cause each
Restricted Subsidiary that Guarantees, on the Issue Date or any time thereafter,
any Indebtedness of the Company or any Subsidiary Guarantor to execute and
deliver to the Trustee a supplemental indenture pursuant to which such
Restricted Subsidiary will unconditionally Guarantee, on a joint and several
basis, the full and prompt payment of the principal of, premium, if any, and
interest (including Additional Interest, if any) in respect of the Securities on
a senior basis and all other obligations under this Indenture. Notwithstanding
the foregoing, in the event any Subsidiary Guarantor is released and discharged
in full from all of its obligations under its Guarantees of (1) the Senior
Secured Credit Agreement and (2) all other Indebtedness of the Company and its
Restricted Subsidiaries, then the Subsidiary Guarantee of such Subsidiary


                                       69
<PAGE>
Guarantor shall be automatically and unconditionally released or discharged;
provided that such Restricted Subsidiary has not Incurred any Indebtedness in
reliance on its status as a Subsidiary Guarantor under Section 3.3 unless such
Subsidiary Guarantor's obligations under such Indebtedness are satisfied in full
and discharged or are otherwise permitted to be Incurred by a Restricted
Subsidiary (other than a Subsidiary Guarantor) under the second paragraph of
Section 3.3. Any such Subsidiary Guarantee will be governed by Article X. Each
Subsidiary Guarantee shall be released in accordance with the provisions of this
Indenture described under Section 10.2.

          SECTION 3.12 Limitation on Lines of Business. The Company shall not,
and shall not permit any Restricted Subsidiary to, engage in any business other
than a Related Business.

          SECTION 3.13 Limitation on Sale/Leaseback Transactions. The Company
shall not, and shall not permit any of its Restricted Subsidiaries to, enter
into any Sale/Leaseback Transaction unless:

          (1)  the Company or such Restricted Subsidiary, as the case may be,
               receives consideration at the time of such Sale/Leaseback
               Transaction at least equal to the fair market value (as evidenced
               by a resolution of the Board of Directors of the Company) of the
               property subject to such transaction;

          (2)  the Company or such Restricted Subsidiary could have Incurred
               Indebtedness in an amount equal to the Attributable Indebtedness
               in respect of such Sale/Leaseback Transaction pursuant to Section
               3.3.

          (3)  the Company or such Restricted Subsidiary would be permitted to
               create a Lien on the property subject to such Sale/Leaseback
               Transaction without securing the Securities under Section 3.5;
               and

          (4)  the Sale/Leaseback Transaction is treated as an Asset Disposition
               and all of the conditions of this Indenture described under
               Section 3.7 (including the provisions concerning the application
               of Net Available Cash) are satisfied with respect to such
               Sale/Leaseback Transaction, treating all of the consideration
               received in such Sale/Leaseback Transaction as Net Available Cash
               for purposes of Section 3.7.

          SECTION 3.14 Maintenance of Office or Agency. The Company will
maintain an office or agency where the Securities may be presented or
surrendered for payment, where, if applicable, the Securities may be surrendered
for registration of transfer or exchange and where notices and demands to or
upon the Company in respect of the Securities and this Indenture may be served.
The Company will give prompt written notice to the Trustee of any change in the
location of any such office or agency. If at any time the Company shall fail to
maintain any such required office or agency or shall fail to furnish the Trustee
with the address thereof, such presentations, surrenders, notices and demands
may be made or served at the trustee's principal corporate trust office (the
"Corporate Trust Office"), and the Company hereby appoints the Trustee as its
agent to receive all such presentations, surrenders, notices and demands.


                                       70
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          The Company may also from time to time designate one or more other
offices or agencies where the Securities may be presented or surrendered for any
or all such purposes and may from time to time rescind any such designation. The
Company will give prompt written notice to the Trustee of any such designation
or rescission and any change in the location of any such other office or agency.

          SECTION 3.15 Corporate Existence. Subject to Article IV and Section
10.2, the Company and each of the Subsidiary Guarantors will do or cause to be
done all things necessary to preserve and keep in full force and effect its
corporate existence and that of each Restricted Subsidiary and the corporate
rights (charter and statutory) licenses and franchises of the Company and each
Restricted Subsidiary; provided, however, that the Company shall not be required
to preserve any such existence (except the Company), right, license or franchise
if the Board of Directors of the Company shall determine that the preservation
thereof is no longer desirable in the conduct of the business of the Company and
each of its Restricted Subsidiaries, taken as a whole, and that the loss thereof
would not have a material adverse effect on the ability of the Company to
perform its obligations under the Securities or this Indenture, provided,
further, the Company may engage in transactions in accordance with Sections 4.1
and 10.2.

          SECTION 3.16 Payment of Taxes and Other Claims. The Company shall pay
or discharge or cause to be paid or discharged, before the same shall become
delinquent, all material taxes, assessments and governmental charges levied or
imposed upon the Company or any Subsidiary or upon the income, profits or
property of the Company or any Subsidiary, provided, however, that the Company
shall not be required to pay or discharge or cause to be paid or discharged any
such tax, assessment, charge or claim whose amount, applicability or validity is
being contested in good faith by appropriate proceedings and for which
appropriate reserves, if necessary (in the good faith judgment of management of
the Company), are being maintained in accordance with GAAP or where the failure
to effect such payment will not be disadvantageous to the Holders.

          SECTION 3.17 Payments for Consent. Neither the Company nor any of its
Restricted Subsidiaries shall, directly or indirectly, pay or cause to be paid
any consideration, whether by way of interest, fees or otherwise, to any Holder
of any Securities for or as an inducement to any consent, waiver or amendment of
any of the terms or provisions of this Indenture or the Securities unless such
consideration is offered to be paid or is paid to all Holders of the Securities
that consent, waive or agree to amend in the time frame set forth in the
solicitation documents relating to such consent, waiver or amendment.

          SECTION 3.18 Compliance Certificate. The Company shall deliver to the
Trustee within 120 days after the end of each fiscal year of the Company an
Officers' Certificate stating that in the course of the performance by the
signers of their duties as Officers of the Company, they would normally have
knowledge of any Default or Event of Default and whether or not the signers know
of any Default that occurred during such period. If they do, the certificate
shall describe the Default, its status and what action the Company is taking or
proposes to take with respect thereto. The Company and the Subsidiary Guarantors
also shall comply with TIA Section 314(a)(4).


                                       71
<PAGE>
          SECTION 3.19 Further Instruments and Acts. Upon the request of the
Trustee, the Company will execute and deliver such further instruments and do
such further acts as may be reasonably necessary or proper to carry out more
effectively the purpose of this Indenture.

          SECTION 3.20 Statement by Officers as to Default. The Company shall
deliver to the Trustee, as soon as possible and in any event within 30 days
after the Company becomes aware of the occurrence of any Default or an event
which, with notice or the lapse of time or both, would constitute an Default, an
Officers' Certificate setting forth the details of such Default and the action
which the Company is taking or proposing to take with respect thereto.

                                   ARTICLE IV

                                Successor Company

          SECTION 4.1. Merger and Consolidation. The Company shall not
consolidate with or merge with or into, or convey, transfer or lease all or
substantially all its assets to, any Person, unless:

          (1)  the resulting, surviving or transferee Person (the "Successor
               Company") will be a corporation organized and existing under the
               laws of the United States of America, any State of the United
               States or the District of Columbia and the Successor Company (if
               not the Company) will expressly assume, by supplemental
               indenture, executed and delivered to the Trustee, in form
               satisfactory to the Trustee, all the obligations of the Company
               under the Securities, this Indenture and the Registration Rights
               Agreement;

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

          (3)  immediately after giving effect to such transaction, the
               Successor Company would be able to Incur at least an additional
               $1.00 of Indebtedness pursuant to the first paragraph of Section
               3.3;

          (4)  each Subsidiary Guarantor (unless it is the other party to the
               transactions above, in which case clause (1) shall apply) shall
               have by supplemental indenture confirmed that its Subsidiary
               Guarantee shall apply to such Person's obligations in respect of
               this Indenture and the Securities and its obligations under the
               Registration Rights Agreement shall continue to be in effect; and


                                       72
<PAGE>
          (5)  the Company shall have delivered to the Trustee an Officers'
               Certificate and an Opinion of Counsel, each stating that such
               consolidation, merger or transfer and such supplemental indenture
               (if any) comply with this Indenture.

          For purposes of this Section 4.1, the sale, lease, conveyance,
assignment, transfer, or other disposition of all or substantially all of the
properties and assets of one or more Subsidiaries of the Company, which
properties and assets, if held by the Company instead of such Subsidiaries,
would constitute all or substantially all of the properties and assets of the
Company on a consolidated basis, shall be deemed to be the transfer of all or
substantially all of the properties and assets of the Company.

          The predecessor Company will be released from its obligations under
this Indenture, and the Successor Company will succeed to, and be substituted
for, and may exercise every right and power of, the Company under this
Indenture, but, in the case of a lease of all or substantially all its assets,
the predecessor Company will not be released from the obligation to pay the
principal of and interest on the Securities.

          Notwithstanding the preceding clause (3), (x) any Restricted
Subsidiary may consolidate or merge with, merge into or transfer all or part of
its properties and assets to the Company and (y) the Company may merge with an
Affiliate incorporated solely for the purpose of reincorporating the Company in
another jurisdiction to realize tax benefits; provided that, in the case of a
Restricted Subsidiary that merges into the Company, the Company will not be
required to comply with the preceding clause (5).

          In addition, the Company will not permit any Subsidiary Guarantor to
consolidate with or merge with or into any person (other than another Subsidiary
Guarantor) and will not permit the conveyance, transfer or lease of
substantially all of the assets of any Subsidiary Guarantor unless:

          (1)  (a) if such entity remains a Subsidiary Guarantor, the resulting,
               surviving or transferee Person will be a corporation,
               partnership, trust or limited liability company organized and
               existing under the laws of the United States of America, any
               State of the United States or the District of Columbia; (b)
               immediately after giving effect to such transaction (and treating
               any Indebtedness that becomes an obligation of the resulting,
               surviving or transferee Person or any Restricted Subsidiary as a
               result of such transaction as having been Incurred by such Person
               or such Restricted Subsidiary at the time of such transaction),
               no Default of Event of Default shall have occurred and be
               continuing; and (c) the Company will have delivered to the
               Trustee an Officers' Certificate and an Opinion of Counsel, each
               stating that such consolidation, merger or transfer and such
               supplemental indenture (if any) comply with this Indenture; and

          (2)  the transaction is made in compliance with the provisions
               described under Section 3.7, Section 3.10 and this Section 4.1.


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<PAGE>
                                    ARTICLE V

                            Redemption of Securities

          SECTION 5.1. Optional Redemption. Except as set forth below, the
Securities are not redeemable until October 15, 2009. On and after October 15,
2009, the Company may redeem all or, from time to time, a part of the Securities
upon not less than 30 nor more than 60 days' notice, at the following redemption
prices (expressed as a percentage of principal amount) plus accrued and unpaid
interest on the Securities, if any, to the applicable date of redemption (any
such date, a "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), if redeemed during the twelve-month period beginning on October
15 of the years indicated below:

<TABLE>
<CAPTION>
YEAR                     PERCENTAGE
----                     ----------
<S>                      <C>
2009..................    103.875%
2010..................    101.938%
2011 and thereafter...    100.000%
</TABLE>

          Prior to October 15, 2008, the Company may on any one or more
occasions redeem up to 35% of the original principal amount of the Securities
with the Net Cash Proceeds of one or more Equity Offerings at a redemption price
of 107.75% of the principal amount thereof, plus accrued and unpaid interest, if
any, to the 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); provided that

          (1)  at least 65% of the original principal amount of the Securities
               remains outstanding after each such redemption; and

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

          In addition, before October 15, 2009, the Company may redeem all or,
from time to time, a part of the Securities upon not less than 30 nor more than
60 days' notice, at a redemption price equal to 100% of the principal amount
thereof plus the Applicable Premium plus accrued and unpaid interest, if any, to
the 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).

          If the optional Redemption Date is on or after an interest record date
and on or before the related interest payment date, the accrued and unpaid
interest, if any, will be paid to the Person in whose name the Security is
registered at the close of business, on such record date, and no additional
interest will be payable to Holders whose Securities will be subject to
redemption by the Company.


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<PAGE>
          SECTION 5.2. Applicability of Article. Redemption of Securities at the
election of the Company or otherwise, as permitted or required by any provision
of this Indenture, shall be made in accordance with such provision and this
Article.

          SECTION 5.3. Election to Redeem; Notice to Trustee. The election of
the Company to redeem any Securities pursuant to Section 5.1 shall be evidenced
by a resolution of the Board of Directors. In case of any redemption at the
election of the Company, the Company shall, upon not later than the earlier of
the date that is 45 days prior to the Redemption Date fixed by the Company or
the date on which notice is given to the Holders (except as provided in Section
5.5 or unless a shorter notice shall be satisfactory to the Trustee), notify the
Trustee of such Redemption Date and of the principal amount of Securities to be
redeemed and shall deliver to the Trustee such documentation and records as
shall enable the Trustee to select the Securities to be redeemed pursuant to
Section 5.4.

          SECTION 5.4. Selection by Trustee of Securities to Be Redeemed. In the
case of any partial redemption, selection of the Securities for redemption will
be made, subject to the procedures of DTC, by the Trustee in compliance with the
requirements of the principal national securities exchange, if any, on which the
Securities are listed or, if the Securities are not listed, then on a pro rata
basis, by lot or by such other method as the Trustee in its sole discretion will
deem to be fair and appropriate, although no Security of $1,000 in original
principal amount or less will be redeemed in part. If any Security is to be
redeemed in part only, the notice of redemption relating to such Security will
state the portion of the principal amount thereof to be redeemed. A new Security
in principal amount equal to the unredeemed portion thereof will be issued in
the name of the holder thereof upon cancellation of the original Security.

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

          SECTION 5.5. Notice of Redemption. Notice of redemption shall be given
by the Company not less than 30 nor more than 60 days prior to the Redemption
Date, to each Holder of Securities to be redeemed. The Company may request the
Trustee to give notice of redemption in the Company's name and at the Company's
expense; provided, however, that the Company shall deliver to the Trustee, at
least 45 days prior to the Redemption Date (unless a shorter notice shall be
satisfactory to the Trustee), an Officers' Certificate requesting that the
Trustee give such notice at the Company's expense and setting forth the
information to be stated in such notice as provided in the following items.

          All notices of redemption shall state:

          (1)  the Redemption Date,

          (2)  the redemption price and the amount of accrued interest to the
               Redemption Date payable as provided in Section 5.7, if any,


                                       75
<PAGE>
          (3)  if less than all outstanding Securities are to be redeemed, the
               identification of the particular Securities (or portion thereof)
               to be redeemed, as well as the aggregate principal amount of
               Securities to be redeemed and the aggregate principal amount of
               Securities to be outstanding after such partial redemption,

          (4)  in case any Security is to be redeemed in part only, the notice
               which relates to such Security shall state that on and after the
               Redemption Date, upon surrender of such Security, the Holder will
               receive, without charge, a new Security or Securities of
               authorized denominations for the principal amount thereof
               remaining unredeemed,

          (5)  that on the Redemption Date the redemption price (and accrued
               interest, if any, to the Redemption Date payable as provided in
               Section 5.7) will become due and payable upon each such Security,
               or the portion thereof, to be redeemed, and, unless the Company
               defaults in making the redemption payment, that interest on
               Securities called for redemption (or the portion thereof) will
               cease to accrue on and after said date,

          (6)  the place or places where such Securities are to be surrendered
               for payment of the redemption price and accrued interest, if any,

          (7)  the name and address of the Paying Agent,

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

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

          (10) the paragraph of this Indenture pursuant to which the Securities
               are to be redeemed.

          SECTION 5.6. Deposit of Redemption Price. Prior to 10:00 a.m. New York
City time, on any Redemption Date, the Company shall deposit with the Trustee or
with a Paying Agent (or, if the Company is acting as its own Paying Agent,
segregate and hold in trust as provided in Section 2.4) an amount of money
sufficient to pay the redemption price of, and accrued interest on, all the
Securities which are to be redeemed on that date.

          SECTION 5.7. Securities Payable on Redemption Date. Notice of
redemption having been given as aforesaid, the Securities so to be redeemed
shall, on the Redemption Date, become due and payable at the redemption price
therein specified (together with accrued interest, if any, to the Redemption
Date), and from and after such date (unless the Company shall default in the
payment of the redemption price and accrued interest) such Securities shall
cease to bear interest. Upon surrender of any such Security for redemption in
accordance with said notice, such Security shall be paid by the Company at the
redemption price, together with accrued interest, if


                                       76
<PAGE>
any, to the Redemption Date (subject to the rights of Holders of record on the
relevant record date to receive interest due on the relevant interest payment
date).

          If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal (and premium, if any) shall,
until paid, bear interest from the Redemption Date at the rate borne by the
Securities.

          SECTION 5.8. Securities Redeemed in Part. Any Security which is to be
redeemed only in part (pursuant to the provisions of this Article) shall be
surrendered at the office or agency of the Company maintained for such purpose
pursuant to Section 3.13 (with, if the Company or the Trustee so require, due
endorsement by, or a written instrument of transfer in form satisfactory to the
Company duly executed by, the Holder thereof or such Holder's attorney duly
authorized in writing), and the Company shall execute, and the Trustee shall
authenticate and make available for delivery to the Holder of such Security at
the expense of the Company, a new Security or Securities, of any authorized
denomination as requested by such Holder, in an aggregate principal amount equal
to and in exchange for the unredeemed portion of the principal of the Security
so surrendered, provided, that each such new Security will be in a principal
amount of $1,000 or integral multiple thereof.

                                   ARTICLE VI

                              Defaults and Remedies

          SECTION 6.1. Events of Default. Each of the following is an "Event of
Default":

          (1)  default in any payment of interest or additional interest (as
               required by the Registration Rights Agreement) on any Security
               when due, continued for 30 days;

          (2)  default in the payment of principal of or premium, if any, on any
               Security when due at its Stated Maturity, upon optional
               redemption, upon required repurchase, upon declaration or
               otherwise;

          (3)  failure by the Company or any Subsidiary Guarantor to comply with
               its obligations under Article IV;

          (4)  failure by the Company to comply for 30 days after notice with
               any of its obligations under Sections 3.2 through 3.13,
               inclusive, and 3.17 (in each case, other than a failure to
               purchase Securities which will constitute an Event of Default
               under clause (2) above and other than a failure to comply with
               Article IV which is covered by clause (3));

          (5)  failure by the Company to comply for 60 days after notice with
               its other agreements contained in this Indenture;


                                       77
<PAGE>
          (6)  default under any mortgage, indenture or instrument under which
               there may be issued or by which there may be secured or evidenced
               any Indebtedness for money borrowed by the Company or any of its
               Restricted Subsidiaries (or the payment of which is guaranteed by
               the Company or any of its Restricted Subsidiaries), other than
               Indebtedness owed to the Company or a Restricted Subsidiary,
               whether such Indebtedness or guarantee now exists, or is created
               after the date of this Indenture, which default:

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

               (b)  results in the acceleration of such Indebtedness prior to
                    its maturity (the "cross acceleration provision");

               and, in each case, the principal amount of any such Indebtedness,
               together with the principal amount of any other such Indebtedness
               under which there has been a payment default or the maturity of
               which has been so accelerated, aggregates $20.0 million or more;

          (7)  (a) the Company or a Significant Subsidiary or group of
               Restricted Subsidiaries that, taken together (as of the latest
               audited consolidated financial statements for the Company and its
               Restricted Subsidiaries), would constitute a Significant
               Subsidiary pursuant to or within the meaning of any Bankruptcy
               Law:

               (i)  commences a voluntary case or proceeding;

               (ii) consents to the entry of judgment, decree or order for
                    relief against it in an involuntary case or proceeding;

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

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

               (v)  consents to or acquiesces in the institution of a bankruptcy
                    or an insolvency proceeding against it; or

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

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

               (i)  is for relief in an involuntary case against the Company or
                    a Significant Subsidiary or group of Restricted Subsidiaries
                    that, taken together (as of the latest audited consolidated
                    financial


                                       78
<PAGE>
                    statements for the Company and its Restricted Subsidiaries),
                    would constitute a Significant Subsidiary pursuant to or
                    within the meaning of any Bankruptcy Law;

               (ii) appoints a Custodian for all or substantially all of the
                    property of the Company or a Significant Subsidiary or group
                    of Restricted Subsidiaries that, taken together (as of the
                    latest audited consolidated financial statements for the
                    Company and its Restricted Subsidiaries), would constitute a
                    Significant Subsidiary pursuant to or within the meaning of
                    any Bankruptcy Law; or

               (iii) orders the winding up or liquidation of the Company or a
                    Significant Subsidiary or group of Restricted Subsidiaries
                    that, taken together (as of the latest audited consolidated
                    financial statements for the Company and its Restricted
                    Subsidiaries), would constitute a Significant Subsidiary
                    pursuant to or within the meaning of any Bankruptcy Law; and

               (iv) in each case the order, decree or relief remains unstayed
                    and in effect for 60 days;

          (8)  failure by the Company or any Significant Subsidiary or group of
               Restricted Subsidiaries that, taken together (as of the latest
               audited consolidated financial statements for the Company and its
               Restricted Subsidiaries), would constitute a Significant
               Subsidiary to pay final judgments aggregating in excess of $20.0
               million (net of any amounts that a reputable and creditworthy
               insurance company has acknowledged liability for in writing),
               which judgments are not paid, discharged or stayed for a period
               of 60 days (the "judgment default provision"); or

          (9)  any Subsidiary Guarantee shall cease to be in full force and
               effect (except as contemplated by the terms of this Indenture) or
               is declared to be null and void in a judicial proceeding; or any
               Subsidiary Guarantor denies or disaffirms its obligations under
               this Indenture or its Subsidiary Guarantee.

However, a Default under clauses (4) and (5) of this Section 6.1 will not
constitute an Event of Default until the Trustee or the Holders of 25% in
principal amount of the outstanding Securities notify the Company of the Default
and the Company does not cure such Default within the time specified in clauses
(4) and (5) of this Section 6.1 after receipt of such notice.

          SECTION 6.2. Acceleration. If an Event of Default (other than an Event
of Default described in clause (7) of Section 6.1) occurs and is continuing, the
Trustee by notice to the Company, or the Holders of at least 25% in principal
amount of the outstanding Securities by notice to the Company and the Trustee,
may, and the Trustee at the request of such Holders shall, declare the principal
of, premium, if any, and accrued and unpaid interest, if any, on all the
Securities to be due and payable. Upon such a declaration, such principal,
premium and accrued and unpaid interest will be due and payable immediately. In
the event of a declaration of


                                       79
<PAGE>
acceleration of the Securities because an Event of Default described in clause
(6) of Section 6.1 has occurred and is continuing, the declaration of
acceleration of the Securities shall be automatically annulled if the event of
default or payment default triggering such Event of Default pursuant to clause
(6) of Section 6.1 shall be remedied or cured by the Company or a Restricted
Subsidiary or waived by the Holders of the relevant Indebtedness within 20 days
after the declaration of acceleration with respect thereto and if (1) the
annulment of the acceleration of the Securities would not conflict with any
judgment or decree of a court of competent jurisdiction and (2) all existing
Events of Default, except nonpayment of principal, premium or interest on the
Securities that became due solely because of the acceleration of the Securities,
have been cured or waived. If an Event of Default described in clause (7) of
Section 6.1 above occurs and is continuing, the principal of, premium, if any,
and accrued and unpaid interest on all the Securities will become and be
immediately due and payable without any declaration or other act on the part of
the Trustee or any Holders. The Holders of a majority in principal amount of the
outstanding Securities may waive all past defaults (except with respect to
nonpayment of principal, premium or interest) and rescind any such acceleration
with respect to the Securities and its consequences if (1) rescission would not
conflict with any judgment or decree of a court of competent jurisdiction and
(2) all existing Events of Default, other than the nonpayment of the principal
of, premium, if any, and interest on the Securities that have become due solely
by such declaration of acceleration, have been cured or waived.

          SECTION 6.3. Other Remedies. If an Event of Default occurs and is
continuing, the Trustee may pursue any available remedy to collect the payment
of principal of (or premium, if any) or interest on the Securities or to enforce
the performance of any provision of the Securities or this Indenture.

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

          SECTION 6.4. Waiver of Past Defaults. Subject to Section 6.2, the
Holders of a majority in principal amount of the outstanding Securities by
notice to the Trustee may (a) waive, by their consent (including, without
limitation consents obtained in connection with a purchase of, or tender offer
or exchange offer for, Securities), an existing Default or Event of Default and
its consequences except (i) a Default or Event of Default in the payment of the
principal of, or premium, if any, or interest on a Security or (ii) a Default or
Event of Default in respect of a provision that under Section 9.2 cannot be
amended without the consent of each Securityholder affected and (b) rescind any
such acceleration with respect to the Securities and its consequences if
rescission would not conflict with any judgment or decree of a court of
competent jurisdiction. When a Default or Event of Default is waived, it is
deemed cured, but no such waiver shall extend to any subsequent or other Default
or Event of Default or impair any consequent right.

          SECTION 6.5. Control by Majority. The Holders of a majority in
principal amount of the outstanding Securities may direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee or of
exercising any trust or power conferred


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<PAGE>
on the Trustee. However, the Trustee may refuse to follow any direction that
conflicts with law or this Indenture or, subject to Sections 7.1 and 7.2, that
the Trustee determines is unduly prejudicial to the rights of other
Securityholders or would involve the Trustee in personal liability; provided,
however, that the Trustee may take any other action deemed proper by the Trustee
that is not inconsistent with such direction. Prior to taking any action
hereunder, the Trustee shall be entitled to indemnification satisfactory to it
in its sole discretion against all losses and expenses caused by taking or not
taking such action.

          SECTION 6.6. Limitation on Suits. Subject to the provisions of this
Indenture relating to the duties of the Trustee, if an Event of Default occurs
and is continuing, the Trustee will be under no obligation to exercise any of
the rights or powers under this Indenture at the request or direction of any of
the Holders unless such Holders have offered to the Trustee reasonable indemnity
or security against any loss, liability or expense. Except to enforce the right
to receive payment of principal, premium, if any, or interest when due, no
Holder may pursue any remedy with respect to this Indenture or the Securities
unless:

          (1)  such Holder has previously given to the Trustee notice stating
               that an Event of Default is continuing;

          (2)  Holders of at least 25% in principal amount of the outstanding
               Securities have requested that the Trustee pursue the remedy;

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

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

          (5)  the Holders of a majority in principal amount of the outstanding
               Securities have not given the Trustee a direction that, in the
               opinion of the Trustee, is inconsistent with such request within
               such 60-day period.

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

          SECTION 6.7. Rights of Holders to Receive Payment. Notwithstanding any
other provision of this Indenture (including, without limitation, Section 6.6),
the right of any Holder to receive payment of principal of, premium (if any) or
interest on the Securities held by such Holder, on or after the respective due
dates expressed in the Securities shall not be impaired or affected without the
consent of such Holder.

          SECTION 6.8. Collection Suit by Trustee. If an Event of Default
specified in clauses (1) or (2) of Section 6.1 occurs and is continuing, the
Trustee may recover judgment in its own name and as trustee of an express trust
against the Company for the whole amount then due and owing (together with
interest on any unpaid interest to the extent lawful) and the amounts provided
for in Section 7.7.


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<PAGE>
          SECTION 6.9. Trustee May File Proofs of Claim. The Trustee may file
such proofs of claim and other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee and the Securityholders
allowed in any judicial proceedings relative to the Company, its Subsidiaries or
its or their respective creditors or properties and, unless prohibited by law or
applicable regulations, may vote on behalf of the Holders in any election of a
trustee in bankruptcy or other Person performing similar functions, and any
Custodian in any such judicial proceeding is hereby authorized by each Holder to
make payments to the Trustee and, in the event that the Trustee shall consent to
the making of such payments directly to the Holders, to pay to the Trustee any
amount due it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and its counsel, and any other amounts due
the Trustee under Section 7.7.

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

          FIRST: to the Trustee for amounts due under Section 7.7;

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

          THIRD: to the Company or the Subsidiary Guarantors.

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

          SECTION 6.11. Undertaking for Costs. In any suit for the enforcement
of any right or remedy under this Indenture or in any suit against the Trustee
for any action taken or omitted by it as Trustee, a court in its discretion may
require the filing by any party litigant in the suit of an undertaking to pay
the costs of the suit, and the court in its discretion may assess reasonable
costs, including reasonable attorneys' fees, against any party litigant in the
suit, having due regard to the merits and good faith of the claims or defenses
made by the party litigant. This Section 6.11 does not apply to a suit by the
Trustee, a suit by the Company, a suit by a Holder pursuant to Section 6.7 or a
suit by Holders of more than 10% in outstanding principal amount of the
Securities.

          SECTION 6.12. Additional Payments. In the case of any Event of Default
occurring by reason of any willful action (or inaction) taken (or not taken) by
or on behalf of the Company with the intention of avoiding payment of the
premium that the Company would have had to pay if the Company then had elected
to redeem the Securities pursuant to the optional redemption provisions of this
Indenture or was required to repurchase the Securities, an equivalent premium
shall also become and be immediately due and payable to the extent permitted by
law upon the acceleration of the Securities. If an Event of Default occurs prior
to October 15, 2009 by reason of any willful action (or inaction) taken (or not
taken) by or on behalf of the Company with


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<PAGE>
the intention of avoiding the prohibition on redemption of the Securities prior
to October 15, 2009, the premium specified in this Indenture shall also become
immediately due and payable to the extent permitted by law upon the acceleration
of the Securities.

          SECTION 6.13. Waiver of Stay. Each of the Company and the Subsidiary
Guarantors covenant (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, extension or usury law or other law wherever
enacted, now or at any time hereafter in force, which would prohibit or forgive
the Company or any Subsidiary Guarantor from paying all of any portion of the
principal of (premium, if any, on) or interest on the Securities as contemplated
herein, or which may affect the covenants or the performance of this Indenture;
and (to the extent that it may lawfully do so) each of the Company and the
Subsidiary Guarantors hereby expressly waive all benefit or advantage of any
such law, and covenants that they will not hinder, delay or impede the execution
of any power herein granted to the Trustee, but will suffer and permit the
execution of every such power as though no such law had been enacted.

                                   ARTICLE VII

                                     Trustee

          SECTION 7.1. Duties of Trustee. (a) If an Event of Default has
occurred and is continuing, the Trustee shall exercise the rights and powers
vested in it by this Indenture and use the same degree of care and skill in
their exercise as a prudent Person would exercise or use under the circumstances
in the conduct of such Person's own affairs; provided that if an Event of
Default occurs and is continuing, the Trustee will be under no obligation to
exercise the rights or powers under this Indenture at the request or direction
of any of the holders unless such holders have offered to the Trustee reasonable
indemnity or security against loss, liability or expense.

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

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

          (2)  in the absence of bad faith on its part, the Trustee may
               conclusively rely, as to the truth of the statements and the
               correctness of the opinions expressed therein, upon certificates,
               opinions or orders furnished to the Trustee and conforming to the
               requirements of this Indenture. However, in the case of any such
               certificates or opinions which by any provisions hereof are
               specifically required to be furnished to the Trustee, the Trustee
               shall examine such certificates and opinions to determine whether
               or not they conform on their face to the requirements of this
               Indenture (but need not confirm or investigate the accuracy of
               mathematical calculations or other facts stated therein).


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

          (1)  this paragraph does not limit the effect of paragraph (b) of this
               Section 7.1;

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

          (3)  the Trustee shall not be liable with respect to any action it
               takes or omits to take in good faith in accordance with a
               direction received by it pursuant to Section 6.5.

          (d) Every provision of this Indenture that in any way relates to the
Trustee is subject to paragraphs (a), (b) and (c) of this Section 7.1.

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

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

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

          (h) Every provision of this Indenture relating to the conduct or
affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section 7.1 and to the provisions of the TIA.

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

          (j) The Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request or direction of
any of the Holders unless such Holders shall have offered to the Trustee
reasonable security or indemnity satisfactory to it against the costs, expenses
(including reasonable attorneys' fees and expenses) and liabilities that might
be incurred by it in compliance with such request or direction.

          SECTION 7.2. Rights of Trustee. Subject to Section 7.1:

          (a) The Trustee may conclusively rely on any document (whether in its
original or facsimile form) reasonably 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.


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

          (d) The Trustee shall not be liable for any action it takes or omits
to take in good faith which it believes to be authorized or within its rights or
powers, unless the Trustee's conduct constitutes willful misconduct or
negligence.

          (e) The Trustee may consult with counsel of its selection, and the
advice or opinion of counsel with respect to legal matters relating to this
Indenture and the Securities shall be full and complete authorization and
protection from liability in respect 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 not be charged with knowledge of any Default or
Event of Default with respect to the Securities, unless either (1) a Trust
Officer shall have actual knowledge of such Default or Event of Default or (2)
written notice of such Default or Event of Default shall have been given to the
Trustee by the Company or by any Holder of the Securities and such notice
references this Indenture and the Securities; and

          (g) The permissive rights of the Trustee enumerated herein shall not
be construed as duties.

          SECTION 7.3. Individual Rights of Trustee. The Trustee in its
individual or any other capacity may become the owner or pledgee of Securities
and may otherwise deal with the Company or its Affiliates with the same rights
it would have if it were not Trustee. Any Paying Agent, Registrar, co-registrar
or co-paying agent may do the same with like rights. However, the Trustee must
comply with Sections 7.10 and 7.11.

          SECTION 7.4. Trustee's Disclaimer. The Trustee shall not be
responsible for and makes no representation as to the validity or adequacy of
this Indenture or the Securities, it shall not be accountable for the Company's
use of the proceeds from the Securities, and it shall not be responsible for any
statement of the Company in this Indenture or in any document issued in
connection with the sale of the Securities or in the Securities other than the
Trustee's certificate of authentication.

          SECTION 7.5. Notice of Defaults. If a Default occurs and is
continuing, the Trustee shall mail to each Securityholder notice of the Default
within 90 days after it occurs and becomes known to the Trustee. Except in the
case of a Default in payment of principal of, premium, if any, or interest on
any Security (including payments pursuant to the optional redemption or required
repurchase provisions of such Security, if any), the Trustee may withhold notice
if and so long as a committee of its Trust Officers in good faith determines
that withholding notice is in the interests of Securityholders.


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<PAGE>
          SECTION 7.6. Reports by Trustee to Holders. As promptly as practicable
after each April 15 beginning with the April 15 following the date of this
Indenture, and in any event prior to June 15 in each year for so long as the
Securities remain outstanding, the Trustee shall mail to each Securityholder a
brief report dated as of such April 15 that complies with TIA Section 313(a).
The Trustee also shall comply with TIA Section 313(b). The Trustee shall also
transmit by mail all reports required by TIA Section 313(c).

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

          SECTION 7.7. Compensation and Indemnity. The Company shall pay to the
Trustee from time to time reasonable compensation for its acceptance of this
Indenture and services hereunder as the Company and the Trustee shall from time
to time agree in writing. The Trustee's compensation shall not be limited by any
law on compensation of a trustee of an express trust. The Company shall
reimburse the Trustee upon request for all reasonable out-of-pocket expenses
incurred or made by it, including costs of collection, costs of preparing and
reviewing reports, certificates and other documents, costs of preparation and
mailing of notices to Securityholders, in addition to the compensation for its
services. Such expenses shall include the reasonable compensation and expenses,
disbursements and advances of the Trustee's agents, counsel, accountants and
experts. The Company shall indemnify the Trustee against any and all loss,
liability, damages, claims or expense (including reasonable attorneys' fees and
expenses) incurred by it without negligence, willful misconduct or bad faith on
its part in connection with the administration of this trust and the performance
of its duties hereunder, including the costs and expenses of enforcing this
Indenture (including this Section 7.7) and of defending itself against any
claims (whether asserted by any Securityholder, the Company or otherwise). The
Trustee shall notify the Company promptly of any claim for which it may seek
indemnity. Failure by the Trustee to so notify the Company shall not relieve the
Company of its obligations hereunder. The Company shall defend the claim and the
Trustee shall provide reasonable cooperation at the Company's expense in the
defense. The Trustee may have separate counsel and the Company shall pay the
fees and expenses of such counsel provided that the Company shall not be
required to pay such fees and expenses if it assumes the Trustee's defense, and,
in the reasonable judgment of outside counsel to the Trustee, there is no
conflict of interest between the Company and the Trustee in connection with such
defense. The Company shall not be under any obligation to pay for any written
settlement without its consent, which consent shall not be unreasonably delayed,
conditioned or withheld. The Company need not reimburse any expense or indemnify
against any loss, liability or expense incurred by the Trustee through the
Trustee's own willful misconduct, negligence or bad faith.

          To secure the Company's payment obligations in this Section 7.7, the
Trustee shall have a lien prior to the Securities on all money or property held
or collected by the Trustee other than money or property held in trust to pay
principal of and interest on particular Securities.

          The Company's payment obligations pursuant to this Section 7.7 shall
survive the discharge of this Indenture. When the Trustee incurs expenses after
the occurrence of a Default


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<PAGE>
specified in clause (7) of Section 6.1 with respect to the Company, the expenses
are intended to constitute expenses of administration under any Bankruptcy Law.
The obligations of the Company under this Section 7.7 shall survive the
resignation or removal of the Trustee and the termination, satisfaction or
discharge of this Indenture.

          SECTION 7.8. Replacement of Trustee. The Trustee may resign at any
time by so notifying the Company. The Holders of a majority in principal amount
of the then outstanding Securities may remove the Trustee by so notifying the
Trustee and may appoint a successor Trustee. The Company shall remove the
Trustee if:

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

          (2)  the Trustee is adjudged bankrupt or insolvent;

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

          (4)  the Trustee otherwise becomes incapable of acting.

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

          A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee shall mail a notice of its
succession to Securityholders. The retiring Trustee shall promptly transfer all
property held by it as Trustee to the successor Trustee, subject to the lien
provided for in Section 7.7.

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

          If the Trustee fails to comply with Section 7.10, unless the Trustee's
duty to resign is stayed as provided in TIA Section 310(b), any Securityholder
who has been a bona fide Holder of a Security for at least six months may
petition any court of competent jurisdiction for the removal of the Trustee and
the appointment of a successor Trustee.

          Notwithstanding the replacement of the Trustee pursuant to this
Section 7.8, the Company's obligations under Section 7.7 shall continue for the
benefit of the retiring Trustee.

          SECTION 7.9. Successor Trustee by Merger. If the Trustee consolidates
with, merges or converts into, or transfers all or substantially all its
corporate trust business or assets to,


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<PAGE>
another corporation or banking association, the resulting, surviving or
transferee corporation without any further act shall be the successor Trustee.

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

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

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

                                  ARTICLE VIII

                       Discharge of Indenture; Defeasance

          SECTION 8.1. Discharge of Liability on Securities; Defeasance. (a)
Subject to Section 8.1(c), when (i)(x) the Company delivers to the Trustee all
outstanding Securities (other than Securities replaced pursuant to Section 2.7)
for cancellation or (y) all outstanding Securities not theretofore delivered for
cancellation have become due and payable or will become due and payable at their
Stated Maturity within one year or are to be called for redemption within one
year under arrangements satisfactory to the Trustee for the giving of notice of
redemption pursuant to Article V hereof and the Company or any Subsidiary
Guarantor irrevocably deposits or causes to be deposited with the Trustee as
trust funds in trust solely for the benefit of the Holders cash in U.S. dollars,
U.S. Government Obligations, or a combination thereof, in such amounts as will
be sufficient without consideration of any reinvestment of interest to pay and
discharge the entire indebtedness on such Securities not theretofore delivered
to the Trustee for cancellation for principal, premium, if any, and accrued
interest to the date of maturity or redemption; (ii) no Default or Event of
Default shall have occurred and be continuing on the date of such deposit or
shall occur as a result of such deposit and such deposit will not result in a
breach or violation of, or constitute a default under, any other material
instrument to which the Company is a party or by which the Company or any
Subsidiary Guarantor is bound (in each case, other than any breach of a


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<PAGE>
covenant related to the Incurrence of Indebtedness used to fund the discharge of
this Indenture); (iii) the Company or any Subsidiary Guarantor has paid or
caused to be paid all sums payable under this Indenture and the Securities; and
(iv) the Company has delivered irrevocable instructions to the Trustee under
this Indenture to apply the deposited money toward the payment of such
Securities at maturity or the Redemption Date, as the case may be, then the
Trustee shall acknowledge satisfaction and discharge of this Indenture on demand
of the Company (accompanied by an Officers' Certificate and an Opinion of
Counsel stating that all conditions precedent specified herein relating to the
satisfaction and discharge of this Indenture have been complied with) and at the
cost and expense of the Company.

          (b) Subject to Sections 8.1(c) and 8.2, the Company at any time may
terminate (i) all its obligations under the Securities and this Indenture and
all obligations of the Subsidiary Guarantors under the Subsidiary Guarantees and
this Indenture ("legal defeasance option"), and after giving effect to such
legal defeasance, any omission to comply with such obligations shall no longer
constitute a Default or Event of Default or (ii) its obligations under Sections
3.2 through 3.13, inclusive, Section 3.17 and Section 4.1(3) and the Company may
omit to comply with and shall have no liability in respect of any term,
condition or limitation set forth in any such 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 with such covenants shall no
longer constitute a Default or an Event of Default under Section 6.1(4) and
6.1(5) and the operation of Sections 6.1(6), 6.1(7) (but only with respect to
Significant Subsidiaries), 6.1(8) and 6.1(9), and the events specified in such
Sections shall no longer constitute an Event of Default (clause (ii) being
referred to as the "covenant defeasance option"), but except as specified above,
the remainder of this Indenture and the Securities shall be unaffected thereby.
The Company may exercise its legal defeasance option notwithstanding its prior
exercise of its covenant defeasance option.

          If the Company exercises its legal defeasance option, payment of the
Securities may not be accelerated because of an Event of Default with respect to
the Securities, and the Subsidiary Guarantees in effect at such time shall
terminate. If the Company exercises its covenant defeasance option, payment of
the Securities may not be accelerated because of an Event of Default specified
in Section 6.1(4), 6.1(5), 6.1(6), 6.1(7) (but only with respect to Significant
Subsidiaries), 6.1(8) or 6.1(9) or because of the failure of the Company to
comply with Section 4.1(3).

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

          (c) Notwithstanding the provisions of Sections 8.1(a) and (b), the
Company's obligations in Sections 2.2, 2.3, 2.4, 2.5, 2.6, 2.7, 2.8, 2.9, 3.14,
3.15, 6.7, 7.7, 7.8 and in this Article VIII shall survive until the Securities
have been paid in full. Thereafter, the Company's obligations in Sections 7.7,
8.4 and 8.5 shall survive.

          SECTION 8.2. Conditions to Defeasance. The Company may exercise its
legal defeasance option or its covenant defeasance option only if:


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

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

          (3)  no Default or Event of Default shall have occurred and be
               continuing on the date of such deposit or, with respect to the
               Company under Section 6.1(7), on the 123rd day after such date of
               deposit (except as a result of any breach of covenants in
               connection with Incurring Indebtedness to fund such defeasance);

          (4)  such legal defeasance or covenant defeasance shall not result in
               a breach or violation of, or constitute a Default under, this
               Indenture or any other material agreement or instrument to which
               the Company or any of its Subsidiaries is a party or by which the
               Company or any of its Subsidiaries is bound;

          (5)  the Company shall have delivered to the Trustee an Opinion of
               Counsel (subject to customary assumptions and exclusions) to the
               effect that (A) the Securities and (B) assuming no intervening
               bankruptcy of the Company between the date of deposit and the
               123rd day following the deposit and that no Holder of the
               Securities is an insider of the Company within the meaning of the
               Bankruptcy Law, after the 123rd day following the deposit, the
               trust funds will not be subject to the effect of any applicable
               bankruptcy, insolvency, reorganization or similar laws affecting
               creditors' right generally;

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


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

          (8)  the Company delivers to the Trustee an Officers' Certificate and
               an Opinion of Counsel, each stating that all conditions precedent
               to the defeasance and discharge of the Securities and this
               Indenture as contemplated by this Article VIII have been complied
               with.

          SECTION 8.3. Application of Trust Money. The Trustee shall hold in
trust money or U.S. Government Obligations deposited with it pursuant to this
Article VIII. It shall apply the deposited money and the money from U.S.
Government Obligations through the Paying Agent and in accordance with this
Indenture to the payment of principal of and interest on the Securities.

          SECTION 8.4. Repayment to Company. The Trustee and the Paying Agent
shall promptly turn over to the Company upon request any excess money, U.S.
Government Obligations or securities held by them upon payment of all the
obligations under this Indenture.

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

          SECTION 8.5. Indemnity for U.S. Government Obligations. The Company
shall pay and shall indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against deposited U.S. Government Obligations or the
principal and interest received on such U.S. Government Obligations.

          SECTION 8.6. Reinstatement. If the Trustee or Paying Agent is unable
to apply any money or U.S. Government Obligations in accordance with this
Article VIII by reason of any legal proceeding or by reason of any order or
judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, the obligations of the Company and the
Subsidiary Guarantors under this Indenture and the Securities shall be revived
and reinstated as though no deposit had occurred pursuant to this Article VIII
until such time as the Trustee or Paying Agent is permitted to apply all such
money or U.S. Government Obligations in accordance with this Article VIII;
provided, however, that, if the Company has made any payment of interest on or
principal of any Securities because of the reinstatement of its obligations, the
Company shall be subrogated to the rights of the Holders of such Securities to
receive such payment from the money or U.S. Government Obligations held by the
Trustee or Paying Agent.


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<PAGE>
                                   ARTICLE IX

                                   Amendments

          SECTION 9.1. Without Consent of Holders. The Company, the Subsidiary
Guarantors and the Trustee may amend this Indenture and the Securities without
consent of any Securityholder:

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

          (2)  to provide for the assumption by a Successor Company of an
               obligation of the Company or any Subsidiary Guarantor under this
               Indenture;

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

          (4)  to add Guarantees with respect to the Securities or release a
               Subsidiary Guarantor upon its designation as an Unrestricted
               Subsidiary; provided, however, that the designation is in
               accordance with the terms of this Indenture;

          (5)  to secure the Securities;

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

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

          (8)  to comply with any requirement of the Commission in connection
               with the qualification of this Indenture under the Trust
               Indenture Act;

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

          (10) to release a Subsidiary Guarantor from its obligations under its
               Subsidiary Guarantee or this Indenture in accordance with the
               applicable provisions of this Indenture; or


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<PAGE>
          (11) to provide for the appointment of a successor trustee; provided
               that the successor trustee is otherwise qualified and eligible to
               act as such under the terms of this Indenture.

          After an amendment under this Section 9.1 becomes effective, the
Company shall mail to Securityholders a notice briefly describing such
amendment. The failure to give such notice to all Securityholders, or any defect
therein, shall not impair or affect the validity of an amendment under this
Section 9.1.

          SECTION 9.2. With Consent of Holders. Except as provided below, this
Indenture and the Securities may be amended or supplemented with the consent of
the Holders of a majority in principal amount of the Securities then outstanding
(including without limitation, consents obtained in connection with a purchase
of, or tender offer or exchange offer for, Securities) and, except as provided
below, any past default or compliance with any provisions may be waived with the
consent of the Holders of a majority in principal amount of the Securities then
outstanding (including, without limitation, consents obtained in connection with
a purchase of, or tender offer or exchange offer for, Securities). However,
without the consent of each Holder of an outstanding Security affected, no
amendment, supplement or waiver may, among other things:

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

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

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

          (4)  reduce the premium payable upon the redemption or repurchase of
               any Security or change the time at which any Security may be
               redeemed or repurchased as described under Article V, Section 3.7
               or Section 3.9 with respect to a Change of Control or Asset
               Disposition, as the case may be, that has occurred, in each case
               whether through an amendment or waiver of provisions in the
               covenants, definitions or otherwise;

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

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

          (7)  make any change in the amendment provisions which require each
               Holder's consent or in the waiver provisions; or

          (8)  modify the Subsidiary Guarantees in any manner adverse to the
               Holders of the Securities.


                                       93
<PAGE>
          It shall not be necessary for the consent of the Holders under this
Section 9.2 to approve the particular form of any proposed amendment or
supplement, but it shall be sufficient if such consent approves the substance
thereof. A consent to any amendment, supplement or waiver under this Indenture
by any Holder of the Securities given in connection with a tender of such
Holder's Securities will not be rendered invalid by such tender.

          After an amendment under this Section 9.2 becomes effective, the
Company shall mail to Securityholders a notice briefly describing such
amendment. The failure to give such notice to all Securityholders, or any defect
therein, shall not impair or affect the validity of an amendment under this
Section 9.2.

          SECTION 9.3. Compliance with Trust Indenture Act. Every amendment or
supplement to this Indenture or the Securities shall comply with the TIA as then
in effect.

          SECTION 9.4. Revocation and Effect of Consents and Waivers. A consent
to an amendment or a waiver by a Holder of a Security shall bind the Holder and
every subsequent Holder of that Security or portion of the Security that
evidences the same debt as the consenting Holder's Security, even if notation of
the consent or waiver is not made on the Security. However, any such Holder or
subsequent Holder may revoke the consent or waiver as to such Holder's Security
or portion of the Security if the Trustee receives the notice of revocation
before the date the amendment or waiver becomes effective. After an amendment or
waiver becomes effective, it shall bind every Securityholder. An amendment or
waiver shall become effective upon receipt by the Trustee of the requisite
number of written consents under Section 9.1 or 9.2 as applicable.

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

          SECTION 9.5. Notation on or Exchange of Securities. If an amendment
changes the terms of a Security, the Trustee may require the Holder of the
Security to deliver it to the Trustee. The Trustee may place an appropriate
notation on the Security regarding the changed terms and return it to the
Holder. Alternatively, if the Company or the Trustee so determines, the Company
in exchange for the Security shall issue and the Trustee shall authenticate a
new Security that reflects the changed terms. Failure to make the appropriate
notation or to issue a new Security shall not affect the validity of such
amendment.

          SECTION 9.6. Trustee To Sign Amendments. The Trustee shall sign any
amendment authorized pursuant to this Article IX if the amendment does not
adversely affect the rights, duties, liabilities or immunities of the Trustee.
If it does, the Trustee may but need not sign it. In signing such amendment the
Trustee shall be entitled to receive indemnity reasonably satisfactory to it and
to receive, in addition to the documents required by Section 11.4, and (subject


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<PAGE>
to Sections 7.1 and 7.2) shall be fully protected in relying upon an Officers'
Certificate and an Opinion of Counsel stating that such amendment is authorized
or permitted by this Indenture.

                                    ARTICLE X

                              Subsidiary Guarantee

          SECTION 10.1. Subsidiary Guarantee. Each Subsidiary Guarantor hereby
fully and unconditionally guarantees, as primary obligor and not merely as
surety, jointly and severally with each other Subsidiary Guarantor, to each
Holder of the Securities and the Trustee the full and punctual payment when due,
whether at maturity, by acceleration, by redemption or otherwise, of the
principal of, premium, if any, and interest on the Securities and all other
obligations and liabilities of the Company under this Indenture (all the
foregoing being hereinafter collectively called the "Obligations"). Each
Subsidiary Guarantor further agrees (to the extent permitted by law) that the
Obligations may be extended or renewed, in whole or in part, without notice or
further assent from it, and that it will remain bound under this Article X
notwithstanding any extension or renewal of any Obligation.

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

          Each Subsidiary Guarantor further agrees that its Subsidiary Guarantee
herein constitutes a Guarantee of payment when due (and not a Guarantee of
collection) and waives any right to require that any resort be had by any Holder
to any security held for payment of the Obligations.

          Except as expressly set forth in Sections 8.1(b) and 10.2, the
obligations of each Subsidiary Guarantor hereunder shall not be subject to any
reduction, limitation, impairment or termination for any reason (other than
payment of the Obligations in full), including any claim of waiver, release,
surrender, alteration or compromise, and shall not be subject to any defense of
setoff, counterclaim, recoupment or termination whatsoever or by reason of the
invalidity, illegality or unenforceability of the Obligations or otherwise.
Without limiting the generality of the foregoing, the obligations of each
Subsidiary Guarantor herein shall not be discharged or impaired or otherwise
affected by the failure of any Holder to assert any claim or demand or to
enforce any remedy under this Indenture, the Securities or any other agreement,
by any waiver or modification of any thereof, by any default, failure or delay,
willful or otherwise, in the


                                       95
<PAGE>
performance of the Obligations, or by any other act or thing or omission or
delay to do any other act or thing which may or might in any manner or to any
extent vary the risk of any Subsidiary Guarantor or would otherwise operate as a
discharge of such Subsidiary Guarantor as a matter of law or equity.

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

          In furtherance of the foregoing and not in limitation of any other
right which any Holder has at law or in equity against any Subsidiary Guarantor
by virtue hereof, upon the failure of the Company to pay any of the Obligations
when and as the same shall become due, whether at maturity, by acceleration, by
redemption or otherwise, each Subsidiary Guarantor hereby promises to and will,
upon receipt of written demand by the Trustee, forthwith pay, or cause to be
paid, in cash, to the Holders an amount equal to the sum of (i) the unpaid
amount of such Obligations then due and owing and (ii) accrued and unpaid
interest on such Obligations then due and owing (but only to the extent not
prohibited by law) and except as provided in Section 10.2.

          Each Subsidiary Guarantor further agrees that, as between such
Subsidiary Guarantor, on the one hand, and the Holders, on the other hand, (x)
the maturity of the Obligations guaranteed hereby may be accelerated as provided
in this Indenture for the purposes of its Subsidiary Guarantee herein,
notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the Obligations guaranteed hereby and (y) in the
event of any such declaration of acceleration of such Obligations, such
Obligations (whether or not due and payable) shall forthwith become due and
payable by the Subsidiary Guarantor for the purposes of this Subsidiary
Guarantee.

          SECTION 10.2. Limitation on Liability; Termination, Release and
Discharge.

          (a) The obligations of each Subsidiary Guarantor hereunder will be
limited as set forth in Section 10.3.

          (b) Subject to Section 3.7 and Article IV, each Subsidiary Guarantor
may consolidate with or merge into or sell all or substantially all of its
property and assets to the Company or another Subsidiary Guarantor without
limitation. Upon the sale or disposition of a Subsidiary Guarantor (by merger,
consolidation, the sale of its Capital Stock or the sale of all or substantially
all of its assets (other than by lease)), whether or not the Subsidiary
Guarantor is the surviving corporation in such transaction, to a Person (whether
or not an Affiliate of the Subsidiary Guarantor) which is not the Company or a
Restricted Subsidiary of the Company, which sale or disposition is otherwise in
compliance with this Indenture (including, without limitation, Sections 3.7.,
3.10 and Article IV), such Subsidiary Guarantor will be deemed released from its
Subsidiary Guarantee and its obligations under this Indenture and the
Registration Rights Agreement; provided, however, that any such termination will
occur only to the extent that all obligations of such Subsidiary Guarantor under
the Senior Secured Credit Agreement and any other agreements relating to any
other Indebtedness of the Company or its Restricted Subsidiaries will also
terminate upon such release, sale or transfer.


                                       96
<PAGE>
          (c) A Subsidiary Guarantor will be deemed released and relieved of its
obligations under this Indenture, its Subsidiary Guarantee and the Registration
Rights Agreement without any further action required on the part of the Company
or such Subsidiary Guarantor (i) upon the designation of such Subsidiary
Guarantor as an Unrestricted Subsidiary in accordance with the terms of this
Indenture, (ii) if the Subsidiary Guarantor is dissolved or liquidated in
accordance with Section 3.14 or (iii) in connection with a legal defeasance in
accordance with Article VIII.

          SECTION 10.3. Limitation of Subsidiary Guarantors' Liability. Each
Subsidiary Guarantor, and by its acceptance hereof each Holder, hereby confirm
that it is the intention of all such parties that the guarantee by such
Subsidiary Guarantor pursuant to its Subsidiary Guarantee not constitute a
fraudulent transfer or conveyance for purposes of the Federal Bankruptcy Code,
the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or
any similar Federal or state law. To effectuate the foregoing intention, the
Holders and each Subsidiary Guarantor hereby irrevocably agree that the
obligations of such Subsidiary Guarantor under its Subsidiary Guarantee will be
limited to the maximum amount as will, after giving effect to all other
contingent and fixed liabilities (including, but not limited to, Guarantor
Senior Indebtedness) of such Subsidiary Guarantor and after giving effect to any
collections from or payments made by or on behalf of any other Subsidiary
Guarantor in respect of the obligations of such other Subsidiary Guarantor under
its Subsidiary Guarantee or pursuant to Section 10.4 hereof, result in the
obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not
constituting such a fraudulent conveyance or fraudulent transfer. This Section
10.3 is for the benefit of the creditors of each Subsidiary Guarantor.

          SECTION 10.4. Contribution. Each Subsidiary Guarantor hereby agrees
that to the extent that any Subsidiary Guarantor shall have paid more than its
proportionate share of any payment made on the obligations under the Subsidiary
Guarantees, such Subsidiary Guarantor shall be entitled to seek and receive
contribution from and against the Company or any other Subsidiary Guarantor who
has not paid its proportionate share of such payment. Each Subsidiary
Guarantor's right of contribution shall be subject to the terms and conditions
of Section 3.6. The provisions of this Section 10.4 shall in no respect limit
the obligations and liabilities of each Subsidiary Guarantor to the Trustee and
the Holders, and each Subsidiary Guarantor shall remain liable to the Trustee
and the Holders for the full amount guaranteed by such Subsidiary Guarantor
hereunder.

                                   ARTICLE XI

                                  Miscellaneous

          SECTION 11.1. Trust Indenture Act Controls. If any provision of this
Indenture limits, qualifies or conflicts with another provision which is
required to be included in this Indenture by the TIA, the provision required by
the TIA shall control. Each Subsidiary Guarantor, in addition to performing its
obligations under its Subsidiary Guarantee, shall perform such other obligations
as may be imposed upon it with respect to this Indenture under the TIA.


                                       97
<PAGE>
          SECTION 11.2. Notices. Any notice or communication shall be in writing
and delivered in person or mailed by first-class mail addressed as follows:

               if to the Company or any Subsidiary Guarantor:
               Res-Care, Inc.
               10140 Linn Station Road
               Louisville, Kentucky 40223
               Attention: David W. Miles, Vice President, Controller and
               Interim Chief Financial Officer

               if to the Trustee:
               Wells Fargo Bank, National Association
               213 Court Street
               Suite 703
               Middletown, Connecticut 06457
               Attention: Corporate Trust Services

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

          Any notice or communication mailed to a registered Securityholder may
be mailed to the Securityholder at the Securityholder's address as it appears on
the registration books of the Registrar and shall be sufficiently given if so
mailed within the time prescribed. Any notice or communication shall also be
mailed to any Person described in TIA Section 313(c), to the extent required by
the TIA.

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

          SECTION 11.3. Communication by Holders with other Holders.
Securityholders may communicate pursuant to TIA Section 312(b) with other
Securityholders with respect to their rights under this Indenture or the
Securities. The Company, the Trustee, the Registrar and anyone else shall have
the protection of TIA Section 312(c).

          SECTION 11.4. Certificate and Opinion as to Conditions Precedent. Upon
any request or application by the Company to the Trustee to take or refrain from
taking any action under this Indenture, the Company shall furnish to the
Trustee:

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


                                       98
<PAGE>
          (2)  an Opinion of Counsel in form and substance reasonably
               satisfactory to the Trustee stating that, in the opinion of such
               counsel, all such conditions precedent have been complied with.

          SECTION 11.5. Statements Required in Certificate or Opinion. Each
certificate or opinion with respect to compliance with a covenant or condition
provided for in this Indenture shall include:

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

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

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

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

          In giving such Opinion of Counsel, counsel may rely as to factual
matters on an Officers' Certificate or on certificates of public officials.

          SECTION 11.6. When Securities Disregarded. In determining whether the
Holders of the required principal amount of Securities have concurred in any
direction, waiver or consent, Securities owned by the Company or by any
Affiliate of the Company shall be disregarded and deemed not to be outstanding,
except that, for the purpose of determining whether a Trust Officer of the
Trustee shall be protected in relying on any such direction, waiver or consent,
only Securities which the Trustee knows are so owned shall be so disregarded.
Also, subject to the foregoing, only Securities outstanding at the time shall be
considered in any such determination.

          SECTION 11.7. Rules by Trustee, Paying Agent and Registrar. The
Trustee may make reasonable rules for action by, or a meeting of,
Securityholders. The Registrar and the Paying Agent may make reasonable rules
for their functions.

          SECTION 11.8. Legal Holidays. A "Legal Holiday" is a Saturday, a
Sunday or other day on which commercial banking institutions are authorized or
required to be closed in New York City. If a payment date is a Legal Holiday,
payment shall be made on the next succeeding day that is not a Legal Holiday,
and no interest shall accrue for the intervening period. If a regular record
date is a Legal Holiday, the record date shall not be affected.


                                       99
<PAGE>
          SECTION 11.9. GOVERNING LAW. THIS INDENTURE AND THE SECURITIES SHALL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.

          SECTION 11.10. No Recourse Against Others. An incorporator, director,
officer, employee, stockholder or controlling person, as such, of the Company or
any Subsidiary Guarantor shall not have any liability for any obligations of the
Company or any Subsidiary Guarantor under the Securities, this Indenture or the
Subsidiary Guarantees or for any claim based on, in respect of or by reason of
such obligations or their creation. By accepting a Security, each Securityholder
shall waive and release all such liability. The waiver and release shall be part
of the consideration for the issue of the Securities.

          SECTION 11.11. Successors. All agreements of the Company in this
Indenture and the Securities shall bind their respective successors. All
agreements of the Trustee in this Indenture shall bind its successors.

          SECTION 11.12. Multiple Originals. The parties may sign any number of
copies of this Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement. One signed copy is enough to prove this
Indenture.

          SECTION 11.13. Qualification of Indenture. The Company shall qualify
this Indenture under the TIA in accordance with the terms and conditions of the
Registration Rights Agreement and shall pay all reasonable costs and expenses
(including attorneys' fees and expenses for the Company, the Trustee and the
Holders) incurred in connection therewith, including, but not limited to, costs
and expenses of qualification of this Indenture and the Securities and printing
this Indenture and the Securities. The Trustee shall be entitled to receive from
the Company any such Officers' Certificates or other documentation as it may
reasonably request in connection with any such qualification of this Indenture
under the TIA.

          SECTION 11.14. Severability. In case any provision of this Indenture
or in the Securities shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.

          SECTION 11.15. Table of Contents; Headings. The table of contents,
cross-reference sheet and headings of the Articles and Sections of this
Indenture have been inserted for convenience of reference only, are not intended
to be considered a part hereof and shall not modify or restrict any of the terms
or provisions hereof.


                                      100
<PAGE>
          IN WITNESS WHEREOF, the parties have caused this Indenture to be duly
executed as of the date first written above.

                                        Very truly yours,

                                        RES-CARE, INC.


                                        By /s/ David W. Miles
                                           -------------------------------------
                                        Name: David W. Miles
                                        Title: Vice President and Interim Chief
                                               Financial Officer


                                        By /s/ David W. Miles
                                           -------------------------------------
                                        Name: David W. Miles
                                              On behalf of the SUBSIDIARY
                                              GUARANTORS listed in Schedule 1
                                              hereto


                                       101
<PAGE>
                                        WELLS FARGO BANK, NATIONAL
                                        ASSOCIATION, as Trustee


                                        By: /s/ Joseph P. O'Donnell
                                            ------------------------------------
                                        Name: Joseph P. O'Donnell
                                        Title: Vice President


                                       102
<PAGE>
                                                                      SCHEDULE 1

                                   Guarantors

<TABLE>
<CAPTION>
                         NAME                           STATE OF INCORPORATION/FORMATION
-----------------------------------------------------   --------------------------------
<S>                                                     <C>
The Academy for Individual Excellence, Inc.             Delaware
Alternative Choices, Inc.                               California
Alternative Youth Services, Inc.                        Delaware
Arbor E&T, LLC                                          Kentucky
Bald Eagle Enterprises, Inc.                            Missouri
Capital TX Investments, Inc.                            Delaware
CATX Properties, Inc.                                   Delaware
CNC/Access, Inc.                                        Rhode Island
Community Advantage, Inc.                               Delaware
Community Alternatives Illinois, Inc.                   Delaware
Community Alternatives Kentucky, Inc.                   Delaware
Community Alternatives Missouri, Inc.                   Missouri
Community Alternatives Nebraska, Inc.                   Delaware
Community Alternatives Texas Partner, Inc.              Delaware
Community Alternatives Virginia, Inc.                   Delaware
Creative Networks, LLC                                  Arizona
EduCare Community Living - Texas Living Centers, Inc.   Texas
General Health Corporation                              Arizona
d/b/a Arizona Youth Associates
Habilitation Opportunities of Ohio, Inc.                Ohio
Health Services Personnel, Inc.                         North Carolina
J. & J. Care Centers, Inc.                              California
New Summit School Corporation                           Delaware
Normal Life, Inc.                                       Kentucky
PeopleServe, Inc.                                       Delaware
RAISE Geauga, Inc.                                      Ohio
Res-Care Alabama, Inc.                                  Delaware
Res-Care California, Inc.                               Delaware
d/b/a RCCA Services
ResCare DTS International, LLC                          Delaware
Res-Care Illinois, Inc.                                 Delaware
ResCare International, Inc.                             Delaware
Res-Care Kansas, Inc.                                   Delaware
Res-Care New Jersey, Inc.                               Delaware
Res-Care New Mexico, Inc.                               Delaware
</TABLE>


                                       A-1
<PAGE>
<TABLE>
<S>                                                     <C>
Res-Care Ohio, Inc.                                     Delaware
Res-Care Oklahoma, Inc.                                 Delaware
Res-Care Other Options, Inc.                            Delaware
Res-Care Premier, Inc.                                  Delaware
Res-Care Training Technologies, Inc.                    Delaware
Res-Care Washington, Inc.                               Delaware
Rockcreek, Inc.                                         California
RSCR California, Inc.                                   Delaware
RSCR Inland, Inc.                                       California
RSCR West Virginia                                      Delaware
Southern Home Care Services, Inc.                       Georgia
Tangram Rehabilitation Network, Inc.                    Texas
Texas Home Management, Inc.                             Delaware
THM Homes, Inc.                                         Delaware
Youthtrack, Inc.                                        Delaware
EduCare Community Living Limited Partnership            Kentucky
Normal Life of Indiana                                  Indiana
Brinkley Group Homes, Inc.                              Missouri
Baker Management, Inc.                                  Missouri
Bolivar Developmental Training Center, Inc.             Missouri
Bolivar Estates, Inc.                                   Missouri
Ebenezer Estates, Inc.                                  Missouri
Fort Mason Estates, Inc.                                Missouri
Hillside Estates, Inc.                                  Missouri
Hydesburg Estates, Inc.                                 Missouri
Individualized Supported Living, Inc.                   Missouri
Meadow Lane Estates                                     Missouri
Missouri Progressive Services, Inc.                     Missouri
Oak Wood Suites of Bolivar, Inc.                        Missouri
Oakview Estates of Bolivar, Inc.                        Missouri
Pebble Creek Estates                                    Missouri
River Bluff Estates, Inc.                               Missouri
Sha-Ree Estates, Inc.                                   Missouri
Upward Bound, Inc.                                      Missouri
Willard Estates, Inc.                                   Missouri
Careers in Progress, Inc.                               Louisiana
EduCare Community Living - Normal Life, Inc.            Texas
Normal Life of California, Inc.                         California
Normal Life of Central Indiana, Inc.                    Indiana
Normal Life Family Services, Inc.                       Louisiana
Normal Life of Georgia, Inc.                            Georgia
Normal Life of Lafayette, Inc.                          Louisiana
</TABLE>


                                       A-2
<PAGE>
<TABLE>
<S>                                                     <C>
Normal Life of Lake Charles, Inc.                       Louisiana
Normal Life of Louisiana, Inc.                          Louisiana
Normal Life of Southern Indiana, Inc.                   Indiana
Res-Care Florida, Inc.                                  Florida
EduCare Community Living Corporation-America            Delaware
PSI Holdings, Inc.                                      Ohio
VOCA Corporation of America                             Oho
VOCA Residential Services, Inc.                         Ohio
B.W.J. Opportunity Centers, Inc. Texas
The Citadel Group, Inc.                                 Texas
EduCare Community Living Corporation - Gulf Coast       Texas
EduCare Community Living Corporation - Missouri         Missouri
EduCare Community Living Corporation - Nevada           Nevada
EduCare Community Living Corporation - New Mexico       New Mexico
EduCare Community Living Corporation - North Carolina   North Carolina
EduCare Community Living Corporation - Texas            Texas
Community Alternatives of Washington, D.C., Inc.        District of Columbia
VOCA Corp.                                              Ohio
VOCA Corporation of Florida                             Florida
VOCA Corporation of Indiana                             Indiana
VOCA of Indiana, LLC                                    Indiana
VOCA Corporation of Maryland                            Maryland
VOCA Corporation of New Jersey                          New Jersey
VOCA Corporation of North Carolina                      North Carolina
VOCA Corporation of Ohio                                Ohio
VOCA Corporation of West Virginia, Inc.                 West Virginia
Employ-Ability Unlimited, Inc.                          Ohio
</TABLE>


                                       A-3
<PAGE>
                                    EXHIBIT A

                       [FORM OF FACE OF UNREGISTERED NOTE]

                    [Applicable Restricted Securities Legend]
                       [Depository Legend, if applicable]

No. [___]                                        Principal Amount $[___________]
                                                            CUSIP NO. [________]

                                 RES-CARE, INC.

                          7 3/4 % Senior Notes due 2013

          RES-CARE, INC., a Kentucky corporation, promises to pay to
[__________], or registered assigns, the principal sum of [_______________]
Dollars, on October 15, 2013.

          Interest Payment Dates: April 15 and October 15
          Record Dates: April 1 and October 1

          Additional provisions of this Security are set forth on the other side
of this Security.


                                       A-4
<PAGE>
Date: [______]

                                        RES-CARE, INC.


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


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

TRUSTEE'S CERTIFICATE OF
   AUTHENTICATION

WELLS FARGO BANK, NATIONAL ASSOCIATION
as Trustee, certifies that this is one
of the Securities referred to in the
Indenture.


By
   -------------------------------------
   Authorized Officer


                                       A-5
<PAGE>
                   [FORM OF REVERSE SIDE OF UNREGISTERED NOTE]

                          7 3/4 % Senior Notes due 2013

1. Interest

          RES-CARE, INC., a Kentucky corporation (such corporation, and its
successors and assigns under the Indenture hereinafter referred to, being herein
called the "Company"), promises to pay interest on the principal amount of this
Security at the rate per annum shown above.

          The Company will pay interest semiannually on April 15 and October 15
of each year commencing April 15, 2006. Interest on the Securities will accrue
from the most recent date to which interest has been paid on the Securities or,
if no interest has been paid, from October 3, 2005. The Company shall pay
interest on overdue principal or premium, if any (plus interest on such interest
to the extent lawful), at the rate borne by the Securities to the extent lawful.
Interest will be computed on the basis of a 360-day year of twelve 30-day
months.

2. Method of Payment

          By no later than 10:00 a.m. (New York City time) on the date on which
any principal of or interest on any Security is due and payable, the Company
shall irrevocably deposit with the Trustee or the Paying Agent money sufficient
to pay such principal, premium, if any, and/or interest. The Company will pay
interest (except Defaulted Interest) to the Persons who are registered Holders
of Securities at the close of business on the April 1 or October 1 next
preceding the interest payment date even if Securities are cancelled,
repurchased or redeemed after the record date and on or before the interest
payment date. Holders must surrender Securities to a Paying Agent to collect
principal payments. The Company will pay principal and interest in money of the
United States that at the time of payment is legal tender for payment of public
and private debts. Payments in respect of Securities represented by a Global
Security (including principal, premium, if any, and interest) will be made by
the transfer of immediately available funds to the accounts specified by The
Depository Trust Company. The Company shall make all payments in respect of a
Definitive Security (including principal, premium, if any, and interest) at the
office or agency of the Company maintained for such purpose; provided, however,
that, at the option of the Company, each installment of interest may be paid by
(i) check mailed to addresses of the Persons entitled thereto as such addresses
shall appear on the Note Register or (ii) wire transfer to an account located in
the United States maintained by the payee.

3. Paying Agent and Registrar

          Initially, WELLS FARGO BANK, NATIONAL ASSOCIATION (the "Trustee") will
act as Trustee, Paying Agent and Registrar. The Company may appoint and change
any Paying Agent, Registrar or co-registrar without notice to any
Securityholder. The Company or any of its Restricted Subsidiaries may act as
Paying Agent, Registrar or co-registrar.


                                       A-6
<PAGE>
4. Indenture

          The Company issued the Securities under an Indenture dated as of
October 3, 2005 (as it may be amended or supplemented from time to time in
accordance with the terms thereof, the "Indenture"), among the Company, the
Subsidiary Guarantors and the Trustee. The terms of the Securities include those
stated in the Indenture and those made part of the Indenture by reference to the
Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on
the date of the Indenture (the "Trust Indenture Act"; provided, however, that in
the event the Trust Indenture Act is amended after such date, "Trust Indenture
Act" shall mean, to the extent required by any such amendment, the Trust
Indenture Act of 1939 as so amended). Capitalized terms used herein and not
defined herein have the meanings ascribed thereto in the Indenture. The
Securities are subject to all such terms, and Securityholders are referred to
the Indenture and the Trust Indenture Act for a statement of those terms.

          The Securities are general unsecured senior obligations of the
Company. The aggregate principal amount of securities that may be authenticated
and delivered under the Indenture is unlimited. This Security is one of the 7
3/4 % Senior Notes due 2013 referred to in the Indenture. The Securities include
(i) $150,000,000 aggregate principal amount of the Company's 7 3/4 % Senior
Notes due 2013 issued under the Indenture on October 3, 2005 (herein called
"Initial Securities"), (ii) if and when issued, additional 7 3/4 % Senior Notes
due 2013 of the Company that may be issued from time to time under the Indenture
subsequent to October 3, 2005 (herein called "Additional Securities") and (iii)
if and when issued, the Company's 7 3/4 % Senior Notes due 2013 that may be
issued from time to time under the Indenture in exchange for Initial Securities
or Additional Securities in an offer registered under the Securities Act as
provided in the Registration Rights Agreement. The Initial Securities,
Additional Securities and Exchange Securities are treated as a single class of
securities under the Indenture.

          To guarantee the due and punctual payment of the principal, premium,
if any, and interest on the Securities and all other amounts payable by the
Company under the Indenture and the Securities when and as the same shall be due
and payable, whether at maturity, by acceleration or otherwise, according to the
terms of the Securities and the Indenture, the Subsidiary Guarantors have
unconditionally guaranteed (and future Subsidiary Guarantors, together with the
Subsidiary Guarantors, will unconditionally guarantee), jointly and severally,
such obligations on a unsecured senior basis pursuant to the terms of the
Indenture.

5. Redemption

          The Securities are redeemable as provided for in Article V of the
Indenture.

6. Repurchase Provisions

          (a) Upon a Change of Control, the Company will be required to offer to
repurchase all or any part (equal to $1,000 or an integral multiple thereof) of
the Securities at a purchase price in cash equal to 101% of the principal amount
thereof, plus accrued and unpaid interest, if any, to the date of repurchase
(subject to the right of Holders of record on the relevant record date to
receive interest due on the relevant interest payment date) as provided in, and
subject to the terms of, the Indenture.


                                       A-7
<PAGE>
          (b) In the event of an Asset Disposition that requires the purchase of
Securities pursuant to Section 3.7(b) of the Indenture, the Company will be
required to apply such Excess Proceeds to the offer to purchase of the
Securities and any Pari Passu Notes in accordance with the procedures set forth
in Section 3.7 of the Indenture.

7. Denominations; Transfer; Exchange

          The Securities are in registered form without coupons in denominations
of principal amount of $1,000 and whole multiples of $1,000. A Holder may
transfer or exchange Securities in accordance with the Indenture. The Registrar
may require a Holder, among other things, to furnish appropriate endorsements or
transfer documents and to pay any taxes and fees required by law or permitted by
the Indenture. The Registrar need not register the transfer of or exchange of
any Security for a period beginning (i) 15 days before the selection of
Securities to be repurchased or redeemed and ending at the close of business on
the day of such selection (except, in the case of Securities to be redeemed in
part, the portion of the Security not to be redeemed) or (ii) 15 days before an
interest payment date and ending on such interest payment date

8. Persons Deemed Owners

          The registered Holder of this Security may be treated as the owner of
it for all purposes.

9. Unclaimed Money

          If money for the payment of principal or interest remains unclaimed
for two years, the Trustee or Paying Agent shall pay the money back to the
Company at its request unless an abandoned property law designates another
Person. After any such payment, Holders entitled to the money must look only to
the Company and not to the Trustee for payment.

10. Defeasance

          Subject to certain conditions set forth in the Indenture, the Company
at any time may terminate some or all of its obligations under the Securities
and the Indenture if the Company deposits with the Trustee money or U.S.
Government Obligations for the payment of principal and interest on the
Securities to redemption or maturity, as the case may be.

11. Amendment, Waiver, Defaults and Remedies

          The Indenture may be amended as provided in Article IX of the
Indenture.

          Securityholders may not enforce the Indenture or the Securities except
as provided in the Indenture. The Trustee may refuse to enforce the Indenture or
the Securities unless it receives reasonable indemnity or security. Subject to
certain limitations, Holders of a majority in principal amount of the Securities
may direct the Trustee in its exercise of any trust or power. The Trustee may
withhold from Securityholders notice of any continuing Default or Event of
Default (except a Default or Event of Default in payment of principal or
interest) if it determines that withholding notice is in their interest.


                                       A-8
<PAGE>
12. Trustee Dealings with the Company

          Subject to certain limitations set forth in the Indenture, the Trustee
under the Indenture, in its individual or any other capacity, may become the
owner or pledgee of Securities and may otherwise deal with and collect
obligations owed to it by the Company or its Affiliates and may otherwise deal
with the Company or its affiliates with the same rights it would have if it were
not Trustee.

13. No Recourse Against Others

          An incorporator, director, officer, employee, stockholder or
controlling person, as such, of the Company or any Subsidiary Guarantor shall
not have any liability for any obligations of the Company or any Subsidiary
Guarantor under the Securities, the Indenture or the Subsidiary Guarantees or
for any claim based on, in respect of or by reason of such obligations or their
creation. By accepting a Security, each Securityholder waives and releases all
such liability. The waiver and release are part of the consideration for the
issue of the Securities.

14. Authentication

          This Security shall not be valid until an authorized signatory of the
Trustee (or an authenticating agent acting on its behalf) manually signs the
certificate of authentication on the other side of this Security.

15. Abbreviations

          Customary abbreviations may be used in the name of a Securityholder or
an assignee, such as TEN COM (= tenants in common), TEN ENT (= tenants by the
entirety), JT TEN (= joint tenants with rights of survivorship and not as
tenants in common), CUST (= custodian) and U/G/M/A (= Uniform Gift to Minors
Act).

16. CUSIP Numbers

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

17. Governing Law

          This Security shall be governed by, and construed in accordance with,
the laws of the State of New York.

          The Company will furnish to any Securityholder upon written request
and without charge to the Securityholder a copy of the Indenture, which has in
it the text of this Security. Requests may be made to:


                                       A-9
<PAGE>
                                 RES-CARE, INC.
                             10140 Linn Station Road
                           Louisville, Kentucky 40223
            Attention: David W. Miles, Vice President, Controller and
                         Interim Chief Financial Officer


                                      A-10
<PAGE>
                                 ASSIGNMENT FORM

          To assign this Security, fill in the form below:

          I or we assign and transfer this Security to

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

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

     and irrevocably appoint ___________ agent to transfer this Security on the
     books of the Company. The agent may substitute another to act for him.

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


Date:                                   Your Signature:
      -----------------------                           ------------------------


Signature Guarantee:
                     -----------------------------------------------------------
                         (Signature must be guaranteed)


--------------------------------------------------------------------------------
Sign exactly as your name appears on the other side of this Security.

The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
S.E.C. Rule 17Ad-15.

     In connection with any transfer or exchange of any of the Securities
evidenced by this certificate occurring prior to the date that is two years
after the later of the date of original issuance of such Securities and the last
date, if any, on which such Securities were owned by the Company or any
Affiliate of the Company, the undersigned confirms that such Securities are
being:

CHECK ONE BOX BELOW:

     1 [ ] acquired for the undersigned's own account, without transfer; or

     2 [ ] transferred to the Company; or

     3 [ ] transferred pursuant to and in compliance with Rule 144A under the
           Securities Act of 1933, as amended (the "Securities Act"); or

     4 [ ] transferred pursuant to an effective registration statement under the
           Securities Act; or

     5 [ ] transferred pursuant to and in compliance with Regulation S under the
           Securities Act; or


                                      A-11
<PAGE>
     6 [ ] transferred 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 appears as
           Exhibit C of the Indenture); or

     7 [ ] transferred pursuant to another available exemption from the
           registration requirements of the Securities Act of 1933.

Unless one of the boxes is checked, the Trustee will refuse to register any of
the Securities evidenced by this certificate in the name of any person other
than the registered Holder thereof; provided, however, that if box (5), (6) or
(7) is checked, the Trustee or the Company may require, prior to registering any
such transfer of the Securities, in their sole discretion, such legal opinions,
certifications and other information as the Trustee or the Company may
reasonably request 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 of 1933, such as the exemption provided by
Rule 144 under such Act.


                                        ----------------------------------------
                                        Signature

Signature Guarantee:
                     ----------------


-------------------------------------   ----------------------------------------
(Signature must be guaranteed)          Signature

The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
S.E.C. Rule 17Ad-15.

TO BE COMPLETED BY PURCHASER IF (1) OR (3) ABOVE IS CHECKED.

     The undersigned represents and warrants that it is purchasing this Security
for its own account or an account with respect to which it exercises sole
investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act of
1933, as amended, and is aware that the sale to it is being made in reliance on
Rule 144A and acknowledges that it has received such information regarding the
Company as the undersigned has requested pursuant to Rule 144A 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.

----------------------------------------
Dated:


                                      A-12
<PAGE>
                      [TO BE ATTACHED TO GLOBAL SECURITIES]

              SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

          The following increases or decreases in this Global Security have been
made:

<TABLE>
<CAPTION>
                                                            Principal Amount of       Signature of
           Amount of decrease in   Amount of increase in   this Global Security   authorized signatory
 Date of    Principal Amount of     Principal Amount of       following such          of Trustee or
Exchange    this Global Security    this Global Security   decrease or increase   Securities Custodian
--------   ---------------------   ---------------------   --------------------   --------------------
<S>        <C>                     <C>                     <C>                    <C>

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

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

--------   ---------------------   ---------------------   --------------------   --------------------
</TABLE>


                                      A-13
<PAGE>
                       OPTION OF HOLDER TO ELECT PURCHASE

          If you want to elect to have this Security purchased by the Company
pursuant to Section 3.7 or 3.9 of the Indenture, check either box:

                                [ ]          [ ]
                                3.7          3.9

          If you want to elect to have only part of this Security purchased by
the Company pursuant to Section 3.7 or 3.9 of the Indenture, state the amount in
principal amount (must be integral multiple of $1,000): $______________________

Date:            Your Signature
      ----------                ------------------------------------------------
      (Sign exactly as your name appears on the other side of the Security)

Signature Guarantee:
                     -----------------------------------------------------------
                                    (Signature must be guaranteed)

The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
S.E.C. Rule 17Ad-15.


                                      A-14
<PAGE>
                                                                       EXHIBIT B

                       [FORM OF FACE OF REGISTERED NOTE]

                       [Depository Legend, if applicable]

No. [___]                                        Principal Amount $[___________]
                                                            CUSIP NO. [________]

                                 RES-CARE, INC.

                          7 3/4 % Senior Notes due 2013

          RES-CARE, INC., a Kentucky corporation, promises to pay to
[__________], or registered assigns, the principal sum of [_______________]
Dollars, on October 15, 2013.

          Interest Payment Dates: April 15 and October 15
          Record Dates: April 1 and October 1

          Additional provisions of this Security are set forth on the other side
of this Security.


                                      B-1
<PAGE>
Date: [_______]

                                        RES-CARE, INC.


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


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

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

WELLS FARGO BANK, NATIONAL ASSOCIATION
as Trustee, certifies that this is one
of the Securities referred to in the
Indenture.


By
   -------------------------------------
   Authorized Officer


                                      B-2
<PAGE>
                    [FORM OF REVERSE SIDE OF REGISTERED NOTE]

                          7 3/4 % Senior Notes due 2013

1. Interest

          RES-CARE, INC., a Kentucky corporation (such corporation, and its
successors and assigns under the Indenture hereinafter referred to, being herein
called the "Company"), promises to pay interest on the principal amount of this
Security at the rate per annum shown above.

          The Company will pay interest semiannually on April 15 and October 15
of each year commencing April 15, 2006. Interest on the Securities will accrue
from the most recent date to which interest has been paid on the Securities or,
if no interest has been paid, from October 3, 2005. The Company shall pay
interest on overdue principal or premium, if any (plus interest on such interest
to the extent lawful), at the rate borne by the Securities to the extent lawful.
Interest will be computed on the basis of a 360-day year of twelve 30-day
months.

2. Method of Payment

          By no later than 10:00 a.m. (New York City time) on the date on which
any principal of or interest on any Security is due and payable, the Company
shall irrevocably deposit with the Trustee or the Paying Agent money sufficient
to pay such principal, premium, if any, and/or interest. The Company will pay
interest (except Defaulted Interest) to the Persons who are registered Holders
of Securities at the close of business on the April 1 or October 1 next
preceding the interest payment date even if Securities are cancelled,
repurchased or redeemed after the record date and on or before the interest
payment date. Holders must surrender Securities to a Paying Agent to collect
principal payments. The Company will pay principal and interest in money of the
United States that at the time of payment is legal tender for payment of public
and private debts. Payments in respect of Securities represented by a Global
Security (including principal, premium, if any, and interest) will be made by
the transfer of immediately available funds to the accounts specified by The
Depository Trust Company. The Company shall make all payments in respect of a
Definitive Security (including principal, premium, if any, and interest) at the
office or agency of the Company maintained for such purpose; provided, however,
that, at the option of the Company, each installment of interest may be paid by
(i) check mailed to addresses of the Persons entitled thereto as such addresses
shall appear on the Note Register or (ii) wire transfer to an account located in
the United States maintained by the payee.

3. Paying Agent and Registrar

          Initially, WELLS FARGO BANK, NATIONAL ASSOCIATION (the "Trustee") will
act as Trustee, Paying Agent and Registrar. The Company may appoint and change
any Paying Agent, Registrar or co-registrar without notice to any
Securityholder. The Company or any of its Restricted Subsidiaries may act as
Paying Agent, Registrar or co-registrar.


                                      B-3
<PAGE>
4. Indenture

          The Company issued the Securities under an Indenture dated as of July
20, 2005 (as it may be amended or supplemented from time to time in accordance
with the terms thereof, the "Indenture"), among the Company, the Subsidiary
Guarantors and the Trustee. The terms of the Securities include those stated in
the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date
of the Indenture (the "Trust Indenture Act"; provided, however, that in the
event the Trust Indenture Act is amended after such date, "Trust Indenture Act"
shall mean, to the extent required by any such amendment, the Trust Indenture
Act of 1939 as so amended). Capitalized terms used herein and not defined herein
have the meanings ascribed thereto in the Indenture. The Securities are subject
to all such terms, and Securityholders are referred to the Indenture and the
Trust Indenture Act for a statement of those terms.

          The Securities are general unsecured senior obligations of the
Company. The aggregate principal amount of securities that may be authenticated
and delivered under the Indenture is unlimited. This Security is one of the 7
3/4 % Senior Notes due 2013 referred to in the Indenture. The Securities include
(i) $150,000,000 aggregate principal amount of the Company's 7 3/4 % Senior
Notes due 2013 issued under the Indenture on October 3, 2005 (herein called
"Initial Securities"), (ii) if and when issued, additional 7 3/4 % Senior Notes
due 2013 of the Company that may be issued from time to time under the Indenture
subsequent to October 3, 2005 (herein called "Additional Securities") and (iii)
if and when issued, the Company's 7 3/4 % Senior Notes due 2013 that may be
issued from time to time under the Indenture in exchange for Initial Securities
or Additional Securities in an offer registered under the Securities Act as
provided in the Registration Rights Agreement. The Initial Securities,
Additional Securities and Exchange Securities are treated as a single class of
securities under the Indenture.

          To guarantee the due and punctual payment of the principal, premium,
if any, and interest on the Securities and all other amounts payable by the
Company under the Indenture and the Securities when and as the same shall be due
and payable, whether at maturity, by acceleration or otherwise, according to the
terms of the Securities and the Indenture, the Subsidiary Guarantors have
unconditionally guaranteed (and future Subsidiary Guarantors, together with the
Subsidiary Guarantors, will unconditionally guarantee), jointly and severally,
such obligations on a unsecured senior basis pursuant to the terms of the
Indenture.

5. Redemption

          The Securities are redeemable as provided for in Article V of the
Indenture.

6. Repurchase Provisions

          (a) Upon a Change of Control, the Company will be required to offer to
repurchase all or any part (equal to $1,000 or an integral multiple thereof) of
the Securities at a purchase price in cash equal to 101% of the principal amount
thereof, plus accrued and unpaid interest, if any, to the date of repurchase
(subject to the right of Holders of record on the relevant record date to
receive interest due on the relevant interest payment date) as provided in, and
subject to the terms of, the Indenture.


                                      B-4
<PAGE>
          (b) In the event of an Asset Disposition that requires the purchase of
Securities pursuant to Section 3.7(b) of the Indenture, the Company will be
required to apply such Excess Proceeds to the offer to purchase of the
Securities and any Pari Passu Notes in accordance with the procedures set forth
in Section 3.7 of the Indenture.

7. Denominations; Transfer; Exchange

          The Securities are in registered form without coupons in denominations
of principal amount of $1,000 and whole multiples of $1,000. A Holder may
transfer or exchange Securities in accordance with the Indenture. The Registrar
may require a Holder, among other things, to furnish appropriate endorsements or
transfer documents and to pay any taxes and fees required by law or permitted by
the Indenture. The Registrar need not register the transfer of or exchange of
any Security for a period beginning (i) 15 days before the selection of
Securities to be repurchased or redeemed and ending at the close of business on
the day of such selection (except, in the case of Securities to be redeemed in
part, the portion of the Security not to be redeemed) or (ii) 15 days before an
interest payment date and ending on such interest payment date

8. Persons Deemed Owners

          The registered Holder of this Security may be treated as the owner of
it for all purposes.

9. Unclaimed Money

          If money for the payment of principal or interest remains unclaimed
for two years, the Trustee or Paying Agent shall pay the money back to the
Company at its request unless an abandoned property law designates another
Person. After any such payment, Holders entitled to the money must look only to
the Company and not to the Trustee for payment.

10. Defeasance

          Subject to certain conditions set forth in the Indenture, the Company
at any time may terminate some or all of its obligations under the Securities
and the Indenture if the Company deposits with the Trustee money or U.S.
Government Obligations for the payment of principal and interest on the
Securities to redemption or maturity, as the case may be.

11. Amendment, Waiver, Defaults and Remedies

          The Indenture may be amended as provided in Article IX of the
Indenture.

          Securityholders may not enforce the Indenture or the Securities except
as provided in the Indenture. The Trustee may refuse to enforce the Indenture or
the Securities unless it receives reasonable indemnity or security. Subject to
certain limitations, Holders of a majority in principal amount of the Securities
may direct the Trustee in its exercise of any trust or power. The Trustee may
withhold from Securityholders notice of any continuing Default or Event of
Default (except a Default or Event of Default in payment of principal or
interest) if it determines that withholding notice is in their interest.


                                      B-5
<PAGE>
12. Trustee Dealings with the Company

          Subject to certain limitations set forth in the Indenture, the Trustee
under the Indenture, in its individual or any other capacity, may become the
owner or pledgee of Securities and may otherwise deal with and collect
obligations owed to it by the Company or its Affiliates and may otherwise deal
with the Company or its affiliates with the same rights it would have if it were
not Trustee.

13. No Recourse Against Others

          An incorporator, director, officer, employee, stockholder or
controlling person, as such, of the Company or any Subsidiary Guarantor shall
not have any liability for any obligations of the Company or any Subsidiary
Guarantor under the Securities, the Indenture or the Subsidiary Guarantees or
for any claim based on, in respect of or by reason of such obligations or their
creation. By accepting a Security, each Securityholder waives and releases all
such liability. The waiver and release are part of the consideration for the
issue of the Securities.

14. Authentication

          This Security shall not be valid until an authorized signatory of the
Trustee (or an authenticating agent acting on its behalf) manually signs the
certificate of authentication on the other side of this Security.

15. Abbreviations

          Customary abbreviations may be used in the name of a Securityholder or
an assignee, such as TEN COM (= tenants in common), TEN ENT (= tenants by the
entirety), JT TEN (= joint tenants with rights of survivorship and not as
tenants in common), CUST (= custodian) and U/G/M/A (= Uniform Gift to Minors
Act).

16. CUSIP Numbers

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

17. Governing Law

          This Security shall be governed by, and construed in accordance with,
the laws of the State of New York.

          The Company will furnish to any Securityholder upon written request
and without charge to the Securityholder a copy of the Indenture, which has in
it the text of this Security. Requests may be made to:


                                      B-6
<PAGE>
                                 RES-CARE, INC.
                             10140 Linn Station Road
                           Louisville, Kentucky 40223
            Attention: David W. Miles, Vice President, Controller and
                         Interim Chief Financial Officer


                                      B-7
<PAGE>
                                 ASSIGNMENT FORM

          To assign this Security, fill in the form below:

          I or we assign and transfer this Security to

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

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

     and irrevocably appoint ___________ agent to transfer this Security on the
     books of the Company. The agent may substitute another to act for him.

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


Date:                                   Your Signature:
      -------------------------------                   ------------------------


Signature Guarantee:
                     -----------------------------------------------------------
                                    (Signature must be guaranteed)


--------------------------------------------------------------------------------
Sign exactly as your name appears on the other side of this Security.

The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
S.E.C. Rule 17Ad-15.


-------------------------------------   ----------------------------------------
(Signature must be guaranteed)          Signature


--------------------------------------------------------------------------------
The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
S.E.C. Rule 17Ad-15.


                                       B-8
<PAGE>
                      [TO BE ATTACHED TO GLOBAL SECURITIES]

              SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

                  The following increases or decreases in this Global Security
have been made:

<TABLE>
<CAPTION>
                                                           Principal Amount of        Signature of
           Amount of decrease in   Amount of increase in   this Global Security   authorized signatory
Date of     Principal Amount of     Principal Amount of      following such           of Trustee or
Exchange    this Global Security    this Global Security   decrease or increase   Securities Custodian
--------   ---------------------   ---------------------   --------------------   --------------------
<S>        <C>                     <C>                     <C>                    <C>

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

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

--------   ---------------------   ---------------------   --------------------   --------------------
</TABLE>


                                       B-9
<PAGE>
                       OPTION OF HOLDER TO ELECT PURCHASE

          If you want to elect to have this Security purchased by the Company
pursuant to Section 3.7 or 3.9 of the Indenture, check either box:

                                [ ]          [ ]
                                3.7          3.9

          If you want to elect to have only part of this Security purchased by
the Company pursuant to Section 3.7 or 3.9 of the Indenture, state the amount in
principal amount (must be integral multiple of $1,000): $______________________


Date:            Your Signature
      ----------                ------------------------------------------------
                   (Sign exactly as your name appears on the other side of the
                                    Security)

Signature Guarantee:
                     -----------------------------------------------------------
                         (Signature must be guaranteed)

The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
S.E.C. Rule 17Ad-15.


                                      B-10
<PAGE>
                                                                       EXHIBIT C

        [FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS
                    TO INSTITUTIONAL ACCREDITED INVESTORS].

                                        [Date]

RES-CARE, INC.
c/o WELLS FARGO BANK, NATIONAL ASSOCIATION
213 Court Street
Suite 703
Middletown, Connecticut 06457
Attention: Corporate Trust Services

Ladies and Gentlemen:

          This certificate is delivered to request a transfer of $_________
principal amount of the 7 3/4 % Senior Notes due 2013 (the "Securities") of
RES-CARE, INC. (the "Company").

          Upon transfer, the Securities would be registered in the name of the
new beneficial owner as follows:

          Name: ___________________________________

          Address: ________________________________

          Taxpayer ID Number: _____________________

          The undersigned represents and warrants to you that:

          1. We are an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as amended (the
"Securities Act")) purchasing for our own account or for the account of such an
institutional "accredited investor" at least $250,000 principal amount of the
Securities, and we are acquiring the Securities not with a view to, or for offer
or sale in connection with, any distribution in violation of the Securities Act.
We have such knowledge and experience in financial and business matters as to be
capable of evaluating the merits and risk of our investment in the Securities
and we invest in or purchase securities similar to the Securities in the normal
course of our business. We and any accounts for which we are acting are each
able to bear the economic risk of our or its investment.

          2. We understand that the Securities have not been registered under
the Securities Act and, unless so registered, may not be sold except as
permitted in the following sentence. We agree on our own behalf and on behalf of
any investor account for which we are purchasing Securities to offer, sell or
otherwise transfer such Securities prior to the date that is two years after the
later of the date of original issue and the last date on which the Company or
any affiliate of the Company was the owner of such Securities (or any
predecessor thereto) (the "Resale Restriction Termination Date") only (a) to the
Company, (b) pursuant to a registration statement which has been declared
effective under the Securities Act, (c) in a transaction


                                      C-1
<PAGE>
complying with the requirements of Rule 144A under the Securities Act, to a
person we reasonably believe is a qualified institutional buyer under Rule 144A
(a "QIB") that purchases for its own account or for the account of a QIB and to
whom notice is given that the transfer is being made in reliance on Rule 144A,
(d) pursuant to offers and sales that occur outside the United States within the
meaning of Regulation S under the Securities Act, (e) to an institutional
"accredited investor" within the meaning of Rule 501(a)(1), (2), (3) or (7)
under the Securities Act that is purchasing for its own account or for the
account of such an institutional "accredited investor," in each case in a
minimum principal amount of Securities of $250,000 or (f) pursuant to any other
available exemption from the registration requirements of the Securities Act,
subject in each of the foregoing cases to any requirement of law that the
disposition of our property or the property of such investor account or accounts
be at all times within our or their control and in compliance with any
applicable state securities laws. The foregoing restrictions on resale will not
apply subsequent to the Resale Restriction Termination Date. If any resale or
other transfer of the Securities is proposed to be made pursuant to clause (e)
above prior to the Resale Restriction Termination Date, the transferor shall
deliver a letter from the transferee substantially in the form of this letter to
the Company and the Trustee, which shall provide, among other things, that the
transferee is an institutional "accredited investor" (within the meaning of Rule
501(a)(1), (2), (3) or (7) under the Securities Act) and that it is acquiring
such Securities for investment purposes and not for distribution in violation of
the Securities Act. Each purchaser acknowledges that the Company and the Trustee
reserve the right prior to any offer, sale or other transfer prior to the Resale
Restriction Termination Date of the Securities pursuant to clauses (d), (e) or
(f) above to require the delivery of an opinion of counsel, certifications
and/or other information satisfactory to the Company and the Trustee.

                                        TRANSFEREE:
                                                    ----------------------------


                                        BY:
                                            ------------------------------------


                                      C-2
<PAGE>
                                                                       EXHIBIT D

        [FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS
                            PURSUANT TO REGULATION S]

                                        [Date]

RES-CARE, INC.
c/o WELLS FARGO BANK, NATIONAL ASSOCIATION
213 Court Street
Suite 703
Middletown, Connecticut 06457
Attention: Corporate Trust Services

          Re: RES-CARE, INC.
              7 3/4 % Senior Notes due 2013 (the "Securities")

Ladies and Gentlemen:

          In connection with our proposed sale of $________ aggregate principal
amount of the Securities, we confirm that such sale has been effected pursuant
to and in accordance with Regulation S under the United States Securities Act of
1933, as amended (the "Securities Act"), and, accordingly, we represent that:

          (a) the offer of the Securities was not made to a person in the United
     States;

          (b) either (i) at the time the buy order 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 (ii) the transaction was executed in, on or through the
     facilities of a designated off-shore securities market and neither we nor
     any person acting on our behalf knows that the transaction has been
     pre-arranged with a buyer in the United States;

          (c) 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; and

          (d) the transaction is not part of a plan or scheme to evade the
     registration requirements of the Securities Act.

          In addition, if the sale is made during a restricted period and the
provisions of Rule 903(c)(3) or Rule 904(c)(1) of Regulation S are applicable
thereto, we confirm that such sale has been made in accordance with the
applicable provisions of Rule 903(c)(3) or Rule 904(c)(1), as the case may be.

          You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or


                                      D-1
<PAGE>
legal proceedings or official inquiry with respect to the matters covered
hereby. Terms used in this certificate have the meanings set forth in Regulation
S.

Very truly yours,

[Name of Transferor]


By:
    ------------------------------------


----------------------------------------
          Authorized Signature


                                      D-2
<PAGE>
                                                                       EXHIBIT E

                          FORM OF SUBSIDIARY GUARANTEE

          This Supplemental Indenture, dated as of ______________ (this
"Supplemental Indenture" or "Guarantee"), among [name of future Subsidiary
Guarantor] (the "Guarantor"), Res-Care, Inc. (together with its successors and
assigns, the "Company"), each other then existing Subsidiary Guarantor under the
Indenture referred to below, and Wells Fargo Bank, National Association, as
Trustee under the Indenture referred to below.

                                  WITNESSETH:

          WHEREAS, the Company, the Subsidiary Guarantors and the Trustee have
heretofore executed and delivered an Indenture, dated as of October 3, 2005 (as
amended, supplemented, waived or otherwise modified, the "Indenture"), providing
for the issuance of 7 3/4 % Senior Notes due 2013 of the Company (the
"Securities");

          WHEREAS, Section 3.11 of the Indenture provides that the Company is
required to cause certain Restricted Subsidiaries created or acquired by the
Company, to execute and deliver to the Trustee a Subsidiary Guarantee in the
form contemplated by the Indenture; and

          WHEREAS, pursuant to Section 9.1 of the Indenture, the Company, the
Subsidiary Guarantors and the Trustee are authorized to execute and deliver this
Supplemental Indenture to amend the Indenture, without the consent of any
Securityholder;

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


                                      E-1
<PAGE>
                                   ARTICLE I

                                  Definitions

          SECTION 1.1 Defined Terms. As used in this Subsidiary Guarantee, terms
defined in the Indenture or in the preamble or recital hereto are used herein as
therein defined. The words "herein," "hereof" and "hereby" and other words of
similar import used in this Supplemental Indenture refer to this Supplemental
Indenture as a whole and not to any particular section hereof.

                                   ARTICLE II

                        Agreement to be Bound; Guarantee

          SECTION 2.1 Agreement to be Bound. The Guarantor hereby becomes a
party to the Indenture, as a Subsidiary Guarantor and as such will have all of
the rights and be subject to all of the obligations and agreements of a
Subsidiary Guarantor under the Indenture. The Guarantor agrees to be bound by
all of the provisions of the Indenture applicable to a Subsidiary Guarantor and
to perform all of the obligations and agreements of a Subsidiary Guarantor under
the Indenture.

          SECTION 2.2 Guarantee. The Guarantor hereby fully, unconditionally and
irrevocably guarantees, as primary obligor and not merely as surety, jointly and
severally with each other Subsidiary Guarantor, to each Holder of the Securities
and the Trustee, the full and punctual payment when due, whether at maturity, by
acceleration, by redemption or otherwise, of the Obligations, subject to and in
accordance with Article X of the Indenture.

                                  ARTICLE III

                                 Miscellaneous

          SECTION 3.1 Notices. All notices and other communications to the
Guarantor shall be given as provided in the Indenture for notices to the
Company.

          SECTION 3.2 Parties. Nothing expressed or mentioned herein is intended
or shall be construed to give any Person, firm or corporation, other than the
Holders and the Trustee, any legal or equitable right, remedy or claim under or
in respect of this Supplemental Indenture or the Indenture or any provision
herein or therein contained.

          SECTION 3.3 Governing Law. This Supplemental Indenture shall be
governed by, and construed in accordance with, the laws of the State of New
York.

          SECTION 3.4 Severability Clause. In case any provision in this
Supplemental Indenture shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the


                                      E-2
<PAGE>
remaining provisions shall not in any way be affected or impaired thereby and
such provision shall be ineffective only to the extent of such invalidity,
illegality or unenforceability.

          SECTION 3.5 Ratification of Indenture; Supplemental Indentures Part of
Indenture. Except as expressly amended hereby, the Indenture is in all respects
ratified and confirmed and all the terms, conditions and provisions thereof
shall remain in full force and effect. This Supplemental Indenture shall form a
part of the Indenture for all purposes, and every Holder of Securities
heretofore or hereafter authenticated and delivered shall be bound hereby. The
Trustee makes no representation or warranty as to the validity or sufficiency of
this Supplemental Indenture.

          SECTION 3.6 Counterparts. The parties hereto may sign one or more
copies of this Supplemental Indenture in counterparts, all of which together
shall constitute one and the same agreement.

          SECTION 3.7 Headings. The headings of the Articles and the sections in
this Guarantee are for convenience of reference only and shall not be deemed to
alter or affect the meaning or interpretation of any provisions hereof.

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

                                        [SUBSIDIARY GUARANTOR],

                                        as a Subsidiary Guarantor


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


                                        RES-CARE, INC.


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


                                        By
                                           -------------------------------------
                                        Name:
                                              ----------------------------------
                                        On behalf of the SUBSIDIARY GUARANTORS
                                        listed in Schedule 1 hereto


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<PAGE>
                                        WELLS FARGO BANK, NATIONAL ASSOCIATION,
                                        as Trustee


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


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<PAGE>
                                                                    SCHEDULE 3.8

                          EXISTING AFFILIATE AGREEMENTS

None