Exhibit 4.4









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                             MEDIANEWS GROUP, INC.,


                                   as Issuer,


                                       and


                              THE BANK OF NEW YORK,

                                   as Trustee

                                    INDENTURE

                          Dated as of November 25, 2003

                    6-7/8% Senior Subordinated Notes due 2013





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


<PAGE>

                         CROSS-REFERENCE TABLE

  TIA                                                       Indenture
SECTION                                                      SECTION

310(a)(1)...............................................      7.10
    (a)(2)..............................................      7.10
    (a)(3)..............................................      N.A.
    (a)(4)..............................................      N.A.
    (a)(5)..............................................      7.08; 7.10
    (b).................................................      7.08; 7.10
    (c).................................................      N.A.
311(a)..................................................      7.11
    (b).................................................      7.11
    (c).................................................      N.A.
312(a)..................................................      2.05
    (b).................................................      11.03
    (c).................................................      11.03
313(a)..................................................      7.06
    (b)(1)..............................................      N.A.
    (b)(2)..............................................      7.06
    (c).................................................      7.06; 11.02
    (d).................................................      7.06
314(a).................................................. 4.07; 4.08; 11.02
    (b)................................................       N.A.
    (c)(1).............................................       11.04
    (c)(2)..............................................      11.04
    (c)(3)..............................................      N.A.
    (d).................................................      N.A.
    (e).................................................      11.05
    (f).................................................      N.A.
315(a)..................................................      7.01(b)
    (b).................................................      7.05; 11.02
    (c).................................................      7.01(a)
    (d).................................................      7.01(c)
    (e).................................................      6.11
316(a)(last sentence)...................................      2.09
    (a)(1)(A)...........................................      6.05
    (a)(1)(B)...........................................      6.04
    (a)(2)..............................................      N.A.
    (b).................................................      6.07
    (c).................................................      6.10; 9.04
317(a)(1)...............................................      6.08
    (a)(2)..............................................      6.09
    (b).................................................      2.04
318(a)..................................................      11.01
    (b).................................................      11.01
    (c).................................................      11.01

---------
N.A. means Not Applicable

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


<PAGE>
                                TABLE OF CONTENTS

                                                                          PAGE
                                                                          ----
                                   ARTICLE ONE

                   DEFINITIONS AND INCORPORATION BY REFERENCE

   SECTION 1.01.    Definitions............................................ 1
   SECTION 1.02.    Incorporation by Reference of TIA......................19
   SECTION 1.03.    Rules of Construction..................................20

                                   ARTICLE TWO

                                    THE NOTES

   SECTION 2.01.    Form and Dating........................................20
   SECTION 2.02.    Execution and Authentication...........................21
   SECTION 2.03.    Registrar and Paying Agent.............................22
   SECTION 2.04.    Paying Agent to Hold Money in Trust....................22
   SECTION 2.05.    Holder Lists...........................................23
   SECTION 2.06.    Transfer and Exchange..................................23
   SECTION 2.07.    Replacement Notes......................................36
   SECTION 2.08.    Outstanding Notes......................................36
   SECTION 2.09.    Treasury Notes.........................................36
   SECTION 2.10.    Temporary Notes........................................37
   SECTION 2.11.    Cancellation...........................................37
   SECTION 2.12.    Defaulted Interest.....................................37
   SECTION 2.13.    Record Date............................................38
   SECTION 2.14.    CUSIP Numbers..........................................38

                                  ARTICLE THREE

                                   REDEMPTION

   SECTION 3.01.    Notices to Trustee.....................................38
   SECTION 3.02.    Selection of Notes To Be Redeemed......................38
   SECTION 3.03.    Notice of Redemption...................................39
   SECTION 3.04.    Effect of Notice of Redemption.........................39
   SECTION 3.05.    Deposit of Redemption Price............................40
   SECTION 3.06.    Notes Redeemed in Part.................................40


<PAGE>

                                                                          PAGE
                                                                          ----
                                  ARTICLE FOUR

                                    COVENANTS

   SECTION 4.01.    Payment of Notes.......................................40
   SECTION 4.02.    Maintenance of Office or Agency........................41
   SECTION 4.03.    Corporate Existence....................................41
   SECTION 4.04.    Payment of Taxes and Other Claims......................41
   SECTION 4.05.    [Intentionally Omitted]................................42
   SECTION 4.06.    Compliance Certificate; Notice of Default..............42
   SECTION 4.07.    Compliance with Laws...................................42
   SECTION 4.08.    Commission Reports.....................................43
   SECTION 4.09.    Waiver of Stay, Extension or Usury Laws................43
   SECTION 4.10.    Limitation on Restricted Payments......................44
   SECTION 4.11.    Limitation on Transactions with Affiliates.............45
   SECTION 4.12.    Limitation on Additional Debt..........................46
   SECTION 4.13.    Limitation on Dividend and Other Payment
                    Restrictions Affecting Restricted Subsidiaries.........48
   SECTION 4.14.    Limitation on Restricted and Unrestricted
                    Subsidiaries...........................................48
   SECTION 4.15.    Limitation on Senior Subordinated Debt.................49
   SECTION 4.16.    Change of Control......................................49
   SECTION 4.17.    Limitation on Sales of Assets..........................51
   SECTION 4.18.    Limitation on Liens Securing Certain Debts.............53
   SECTION 4.19.    Limitation on Business.................................53
   SECTION 4.20.    Investment Company Act.................................53

                                  ARTICLE FIVE

                              SUCCESSOR CORPORATION

   SECTION 5.01.    When Company May Merge, Etc............................53
   SECTION 5.02.    Successor Corporation Substituted......................54

                                   ARTICLE SIX

                              DEFAULT AND REMEDIES

   SECTION 6.01.    Events of Default......................................55
   SECTION 6.02.    Acceleration...........................................56
   SECTION 6.03.    Other Remedies.........................................57
   SECTION 6.04.    Waiver of Past Defaults................................57
   SECTION 6.05.    Control by Majority....................................58
   SECTION 6.06.    Limitation on Suits....................................58
   SECTION 6.07.    Rights of Holders To Receive Payment...................58
   SECTION 6.08.    Collection Suit by Trustee.............................59

<PAGE>

                                                                          PAGE
                                                                          ----

   SECTION 6.09.    Trustee May File Proofs of Claim.......................59
   SECTION 6.10.    Priorities.............................................59
   SECTION 6.11.    Undertaking for Costs..................................60

                                  ARTICLE SEVEN

                                     TRUSTEE

   SECTION 7.01.    Duties of Trustee......................................60
   SECTION 7.02.    Rights of Trustee......................................61
   SECTION 7.03.    Individual Rights of Trustee...........................63
   SECTION 7.04.    Trustee's Disclaimer...................................63
   SECTION 7.05.    Notice of Default......................................63
   SECTION 7.06.    Reports by Trustee to Holders..........................63
   SECTION 7.07.    Compensation and Indemnity.............................64
   SECTION 7.08.    Replacement of Trustee.................................65
   SECTION 7.09.    Successor Trustee by Merger, Etc.......................66
   SECTION 7.10.    Eligibility; Disqualification..........................66
   SECTION 7.11.    Preferential Collection of Claims Against Company......66

                                  ARTICLE EIGHT

               SATISFACTION AND DISCHARGE OF INDENTURE; DEFEASANCE

   SECTION 8.01.    Termination of Company's Obligations...................66
   SECTION 8.02.    Acknowledgment of Discharge by Trustee.................69
   SECTION 8.03.    Application of Trust Money.............................70
   SECTION 8.04.    Repayment to the Company...............................70
   SECTION 8.05.    Reinstatement..........................................70

                                  ARTICLE NINE

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

   SECTION 9.01.    Without Consent of Holders.............................71
   SECTION 9.02.    With Consent of Holders................................71
   SECTION 9.03.    Compliance with TIA....................................72
   SECTION 9.04.    Revocation and Effect of Consents......................73
   SECTION 9.05.    Notation on or Exchange of Notes.......................73
   SECTION 9.06.    Trustee To Sign Amendments, Etc........................74


<PAGE>

                                                                          PAGE
                                                                          ----
                                   ARTICLE TEN

                                  SUBORDINATION

   SECTION 10.01.   Notes Subordinated to Senior Debt......................74
   SECTION 10.02.   Liquidation; Dissolution; Bankruptcy...................74
   SECTION 10.03.   Default on Senior Debt.................................75
   SECTION 10.04.   No Suspension of Remedies..............................76
   SECTION 10.05.   When Distributions Must Be Paid Over...................76
   SECTION 10.06.   Notice by Company......................................77
   SECTION 10.07.   Subrogation............................................77
   SECTION 10.08.   Relative Rights........................................77
   SECTION 10.09.   Subordination May Not Be Impaired by Company...........78
   SECTION 10.10.   Distribution or Notice to Representative...............78
   SECTION 10.11.   Rights of Trustee and Paying Agent.....................78
   SECTION 10.12.   Authorization to Effect Subordination..................79
   SECTION 10.13.   Reliance on Judicial Order or Certificate of
                    Liquidating Agent......................................79

                                 ARTICLE ELEVEN

                                  MISCELLANEOUS

   SECTION 11.01.   TIA Controls...........................................79
   SECTION 11.02.   Notices................................................80
   SECTION 11.03.   Communications by Holders with Other Holders...........81
   SECTION 11.04.   Certificate and Opinion as to Conditions Precedent.....81
   SECTION 11.05.   Statements Required in Certificate or Opinion..........81
   SECTION 11.06.   Rules by Trustee, Paying Agent, Registrar..............82
   SECTION 11.07.   Legal Holidays.........................................82
   SECTION 11.08.   Governing Law..........................................82
   SECTION 11.09.   No Adverse Interpretation of Other Agreements..........82
   SECTION 11.10.   No Recourse Against Others.............................82
   SECTION 11.11.   Successors.............................................82
   SECTION 11.12.   Duplicate Originals....................................83
   SECTION 11.13.   Severability...........................................83

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                                                                       PAGE
                                                                       ----

Exhibit A     -   Form of Note........................................  A-1
Exhibit B     -   Form of Certificate of Transfer.....................  B-1
Exhibit C     -   Form of Certificate of Exchange.....................  C-1
Exhibit D     -   Form of Certificate from Acquiring
                  Institutional Accredited Investor...................  D-1
Exhibit E-1   -   Form of Global Note Legend..........................  E-1-1
Exhibit E-2   -   Form of Private Placement Legend....................  E-2-1
Exhibit E-3   -   Form of Regulation S Temporary Global Note
                  Legend..............................................  E-3-1

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


<PAGE>

            INDENTURE, dated as of November 25, 2003, between MediaNews Group,
Inc., a Delaware corporation (the "Company"), and The Bank of New York, a New
York banking corporation, as Trustee (the "Trustee").

            Each party hereto agrees as follows for the benefit of the other
parties and for the equal and ratable benefit of the Holders of the Company's
6-7/8% Senior Subordinated Notes due 2013:

                                   ARTICLE ONE

                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01.     DEFINITIONS.

            "Acquired Debt" with respect to any Person, means (i) Debt of an
entity, which entity is acquired by the Company or any of its Subsidiaries
(through the acquisition of Capital Stock or assets) after the Issue Date, (ii)
Debt assumed which is secured by assets acquired by the Company or any of its
Subsidiaries, PROVIDED that the Debt in clauses (i) and (ii) is outstanding at
the time of the acquisition of such entity or such assets, is not created in
contemplation of such acquisition and, in the case of the acquisition of an
entity, is not, directly or indirectly, recourse (including by way of set-off)
to the Company or its Restricted Subsidiaries or any of their respective assets,
other than to the entity and its Subsidiaries so acquired and the assets of the
entity and its Subsidiaries so acquired, or (iii) Refinancings of Debt described
in clauses (i) and (ii), PROVIDED that (a) in the case of Debt incurred to
renew, refinance or extend Debt described in either such clause, the aggregate
principal amount of Debt so issued (or, if such Debt is issued at a price less
than the principal amount thereof, the original issue price) shall not exceed
the aggregate principal amount of the Debt being extended, renewed or refinanced
plus any premium, "make-whole" amounts and penalties actually paid on the Debt
being extended, renewed or refinanced and all reasonable fees and expenses
payable in connection with such renewal, refinancing or extension and (b) in the
case of Debt described in clause (i), the recourse with respect to such
Refinancing Debt is limited to the same extent as the Debt so Refinanced.

            "Additional Notes" means Notes, in addition to, and having identical
terms (except that the date of original issuance shall be a date following the
Issue Date) as the Initial Notes and issued in accordance with Section 2.02 and
in compliance with Section 4.12.

            "Adjusted Consolidated Operating Cash Flow" of a Person means the
Consolidated Operating Cash Flow of such Person as determined on a consolidated
basis in accordance with GAAP, consistently applied, after giving effect to the
following: (i) if, since the first day of the period in which Consolidated
Operating Cash Flow is being calculated, such Person or any of its Subsidiaries
completed an Asset Sale, Consolidated Operating Cash Flow for such period shall
be reduced by an amount equal to the pro forma Consolidated Operating Cash Flow

<PAGE>

(if positive) directly attributable to the assets which are the subject of such
Asset Sale for the period or increased by an amount equal to the pro forma
Consolidated Operating Cash Flow (if negative) directly attributable thereto for
such period; and (ii) if, since the first day of such period in which
Consolidated Operating Cash Flow is being calculated, such Person or any of its
Subsidiaries completes an acquisition of any Person or business which
immediately after such acquisition is a Subsidiary of such Person or whose
assets are held directly by such Person or a Subsidiary of such Person, or makes
a material Investment in any Person other than a Subsidiary that is permitted by
the Indenture, pro forma Consolidated Operating Cash Flow shall be computed so
as to give pro forma effect to the acquisition of such Person or business or the
making of such Investment as if such acquisition or Investment had occurred on
the first day of such period. Any such pro forma calculation may include (a) any
adjustments that would, in the reasonable determination of the Company, set
forth in an Officers' Certificate, satisfy the requirements of Rule 11-02(a) of
Regulation S-X as if included in a registration statement filed with the
Commission, and (b) any other operating expense reductions reasonably expected
to result from any acquisition of assets, if such expected reductions are (i)
set forth in reasonable detail in an operating plan, and (ii) limited to
operating expenses specified in such plan (and, if any such reductions are set
forth as a range, the lowest amount of such range) that would otherwise have
resulted in the payment of cash within twelve months after the date of
consummation of such transaction, net of any operating expenses (other than
extraordinary items, non-recurring or temporary charges and other similar
one-time expenses) reasonably expected to be incurred to implement such plan or
to obtain goods or services (including without limitation personnel, occupancy
and newsprint expenses) in replacement of goods and services that are being
curtailed or eliminated to result in such expected reductions, and that are to
be paid in cash during such twelve-month period, and such Officers' Certificate
so states.

            "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" having meanings correlative to the foregoing. A
lender to such Person or any of its Subsidiaries shall not, as a result of such
loan and any credit or similar agreement entered into in connection therewith,
be deemed an Affiliate of such Person.

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

            "Applicable Procedures" means, with respect to any transfer or
exchange of or for beneficial interests in any Global Note, the rules and
procedures of the Depositary that apply to such transfer or exchange.


<PAGE>

            "Asset Sale" means the sale, transfer, lease, assignment, conveyance
or other disposition (other than in the ordinary course of business) by the
Company or its Restricted Subsidiaries of any assets of the Company or its
Restricted Subsidiaries to any Person other than the Company or any of its
Restricted Subsidiaries (other than Capital Stock of an Unrestricted Subsidiary
or Cash or Cash Equivalents), whether owned or outstanding on the Issue Date or
hereafter acquired, in one or more related transactions, in each case having an
aggregate fair market value in excess of $5.0 million. Asset Sale shall include
the disposition of (i) any Capital Stock of any Restricted Subsidiary of the
Company or (ii) all or substantially all of the properties or assets relating to
any newspaper or groups of newspapers owned by the Company or any of its
Restricted Subsidiaries, in either case having an aggregate fair market value in
excess of $5.0 million. Any Restricted Payment permitted by Section 4.10 shall
not be deemed to be an Asset Sale and any sale of all or substantially all of
the assets of the Company that is subject to Section 5.01 shall not be deemed to
be an Asset Sale.

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

            "Board of Directors" means, with respect to any Person, the Board of
Directors of such Person or any committee of the Board of Directors of such
Person duly authorized, with respect to any particular matter, to exercise the
power of the Board of Directors of such Person.

            "Board Resolution" means, with respect to any Person, a duly adopted
resolution of the Board of Directors or other equivalent governing body of such
Person.

            "Business Day" means a day that is not a Legal Holiday (as defined
in Section 11.07).

            "Capital Stock" of any Person means any and all shares, interests
(including partnership interests), warrants, rights, options or other interests,
participations or other equivalents of or interests in (however designated) the
equity of such Person, including common stock or preferred stock, whether now
outstanding or issued after the Issue Date, but excluding any debt securities
convertible into or exchangeable for such equity.

            "Capitalized Lease Obligation" means any rental obligation that, in
accordance with GAAP, is required to be classified and accounted for as a
capitalized lease and the amount of Debt represented by such obligation shall be
the capitalized amount of such obligation determined in accordance with GAAP;
and the Stated Maturity thereof shall be the date of the last payment of rent or
any other amount due in respect of such obligation.

            "Cash Equivalents" means (i) readily marketable obligations of or
obligations guaranteed by the United States of America or issued by any agency
thereof and backed by the full faith and credit of the United States of America,
(ii) readily marketable direct obligations issued by any state of the United
States of America or any political subdivision having a rating in one of the two

<PAGE>

highest rating categories obtainable from either Moody's Investors Service, Inc.
or Standard & Poor's Corporation, (iii) commercial paper having a rating in one
of the two highest rating categories of Moody's Investors Service, Inc., or
Standard & Poor's Corporation, (iv) certificates of deposit issued by, bankers'
acceptances and deposit accounts of, and time deposits with, commercial banks of
recognized standing chartered in the United States of America with capital,
surplus and undivided profits aggregating in excess of $500.0 million, (v)
agreements to sell or repurchase securities of the kind described in clauses (i)
and (ii) above, and (vi) shares of money market funds that invest solely in
Permitted Investments of the kind described in clauses (i) through (v) above.

            "Change of Control" means the date on which any Person other than
the Permitted Holders, individually or as a group, becomes the "beneficial
owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or
indirectly, in the aggregate, of a majority of the outstanding shares of Common
Stock or Voting Stock of the Company, on a fully diluted basis.

            "Change of Control Date" has the meaning provided in Section 4.16.

            "Change of Control Offer" has the meaning provided in Section 4.16.

            "Change of Control Payment Date" has the meaning provided in Section
4.16.

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

            "Common Stock" of any Person means any and all shares, interests,
participations or other equivalents (however designated) of such Person's common
stock, whether now outstanding or issued after the Issue Date.

            "Company" means MediaNews Group, Inc., a Delaware corporation,
and its permitted successors and assigns.

            "Consolidated Interest Expense" means, with respect to any Person
for any period, the aggregate of all cash and non-cash interest expense
(including amortization of any original issue discount attributable to the
issuance of any debt security as part of or with any other security) with
respect to all outstanding Debt of such Person and its Subsidiaries for such
period determined on a consolidated basis in accordance with GAAP, the interest
component of Capitalized Lease Obligations, all capitalized interest, and the
interest portion of any deferred payment obligations for such period; PROVIDED
that if any such Subsidiary is not a Wholly Owned Subsidiary of such Person,
interest expense of such Subsidiary and its Subsidiaries shall be included only
to the extent of such Person's consolidated common equity ownership on a fully
diluted basis therein.


<PAGE>

            "Consolidated Operating Cash Flow" with respect to the Company for
any period means (A) Operating Cash Flow of the Company and its Restricted
Subsidiaries, for such period, determined on a consolidated basis and in
accordance with GAAP, PLUS (B) with respect to an Investment in a Permitted
Business that does not qualify as a Subsidiary or a Permitted Partnership, the
lesser of (a) dividends and other distributions received from such Investment
for such period and (b) the Company's and its Restricted Subsidiaries'
percentage interest in the Operating Cash Flow of such Permitted Business, PLUS
(C) for any Investment in a Permitted Partnership, the Company's and its
Restricted Subsidiaries' interest in the Operating Cash Flow of such Permitted
Partnership (it being understood that if any such Investment is held by a
Restricted Subsidiary that is not a Wholly-Owned Restricted Subsidiary, the
Company's and the Restricted Subsidiaries' proportionate interest will be
reduced by the percentage of the Capital Stock of such Restricted Subsidiary
that is not owned directly or indirectly by the Company) less the Company's or
such Restricted Subsidiary's pro rata share (based upon their percentage
ownership interest) of payments of principal and interest on Debt of such
Permitted Partnership for such period; PROVIDED that, (x) in the case of clause
(A) if any such Person is not a Wholly Owned Subsidiary of the Company,
Operating Cash Flow of such Person and its Subsidiaries shall be included only
to the extent of the Company's common equity ownership on a fully diluted basis
therein, (y) Operating Cash Flow of any Person shall be excluded if and to the
extent that, the declaration of dividends or distribution by that Person of such
Operating Cash Flow is not, at the time, permitted directly or indirectly, by
the terms of its charter, or any agreement, instrument, judgment, decree, order,
statute, rule or government regulation applicable to that Person and (z) if such
calculation is being made for the purposes of Section 4.10, the amount included,
for any period, under clause (C) shall never exceed dividends or distributions
actually received from that Investment in that period.

            "Corporate Trust Office" means the principal office of the Trustee
at which at any time its corporate trust business shall be administered, which
office at the dated hereof is located at 101 Barclay Street, Floor 8 West, New
York, New York 10286, Attention: Corporate Trust Administration, or such other
address as the Trustee may designate from time to time by notice to the Holders
and the Company, or the principal corporate trust office of any successor
Trustee (or such other address as such successor Trustee may designate from time
to time by notice to the Holders and the Company).

            "Credit Facility" means the Credit Agreement among the Company, the
financial institutions named therein and The Bank of New York, as agent
thereunder, as amended, substituted, refinanced (including successive
refinancings and whether through a refinancing, or successive refinancings,
under one or more commercial loan agreements or receivables facilities or
issuances of debt securities), renewed or replaced from time to time without
regard to the amount of credit extended thereunder or the identity of the
lenders or agents with respect thereto.


<PAGE>

            "Cumulative Credit" means (x) Consolidated Operating Cash Flow of
the Company from and after the first day of the first full fiscal quarter after
the Issue Date to the end of the fiscal quarter immediately preceding the date
of the proposed Restricted Payment, or, if such Consolidated Operating Cash Flow
for such period is negative, minus the amount by which such Consolidated
Operating Cash Flow is negative less (y) 150% of the cumulative Consolidated
Interest Expense of the Company for such period.

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

            "Debt" of any Person means, without duplication, (i) the principal
in respect of (A) indebtedness of such Person for money borrowed (whether or not
the recourse of the lender is to the whole of the assets of such Person or only
to a portion thereof) and (B) indebtedness evidenced by notes, debentures, bonds
or other similar instruments for the payment of which such Person is responsible
or liable (other than those payable to government agencies to defer the payment
of workers' compensation liabilities, taxes, assessments or other obligations,
and provided in the ordinary course of business of such Person); (ii) all
Capitalized Lease Obligations of such Person; (iii) all obligations of such
Person issued or assumed as the deferred purchase price of property (but
excluding customary earn-out provisions contained in acquisition agreements
entered into in compliance with the Indenture), all conditional sale obligations
of such Person and all obligations of such Person under any title retention
agreement (but excluding trade accounts payable and other accrued current
liabilities arising in the ordinary course of business); (iv) all obligations of
such Person for the reimbursement of any obligor on any letter of credit,
banker's acceptance or similar credit transaction, other than letters of credit
entered into in the ordinary course of business that either are not drawn upon
or, if and to the extent drawn upon, such drawing is reimbursed no later than
the third Business Day following receipt by such Person of a demand for
reimbursement following payment on the letter of credit and all net obligations
of such Person under Hedging Obligations; (v) the amount of all Disqualified
Stock of such Person (but excluding any accrued dividends thereon); (vi) all
obligations of the type referred to in clauses (i) through (v) of other Persons
and all dividends of other Persons for the payment of which, in either case,
such Person is responsible or liable, directly or indirectly, as obligor,
guarantor or otherwise, including guarantees of such obligations and dividends;
and (vii) all obligations of the type referred to in clauses (i) through (vi) of
other Persons secured by any Lien on any property, asset or Capital Stock held
by such Person (whether or not such obligation is assumed by such Person), the
amount of such obligation being deemed to be the lesser of the value of such
property or assets or the amount of the obligation so secured; PROVIDED, that
any obligations of the Company and its Restricted Subsidiaries (x) deferred
pursuant to Section 4.07(a) of the Third Amended and Restated Shareholders'
Agreement dated June 30, 1999, between Media General, Inc., MediaNews Group,
Inc. and The Denver Post Corporation (formerly known as Denver Newspapers,
Inc.), as amended and (y) under Section 9.9 of the Partnership Agreement, by and
among West Coast MediaNews LLC, Donrey Newspapers LLC, The Sun Company of San
Bernardino, California, and MediaWest-SBC, Inc., dated March 31, 1999, as

<PAGE>

amended, to the extent otherwise constituting Debt, shall not constitute Debt
prior to the scheduled closing of the transactions contemplated thereby.

            "Declaration" has the meaning provided in Section 6.02.

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

            "Default Amount" has the meaning provided in Section 6.02.

            "Definitive Note" means a certificated Note registered in the name
of the Holder thereof and issued in accordance with Section 2.06, in the form of
EXHIBIT A except that such Note shall not bear the Global Note Legend and shall
not have the "Schedule of Exchanges of Interests in the Global Note" attached
thereto.

            "Depositary" means, with respect to the Notes issuable or issued in
whole or in part in global form, the Person specified in Section 2.03 as the
Depositary with respect to the Notes, and any and all successors thereto
appointed as depositary hereunder and having become such pursuant to the
applicable provision of this Indenture.

            "Designated Senior Debt" means all obligations of the Company under
the Credit Facility (to the extent constituting Senior Debt) and any other
Senior Debt permitted hereunder the principal amount of which is $25.0 million
or more that has been designated by the Company as Designated Senior Debt.

            "Discharged" has the meaning provided in Section 8.01.

            "Disqualified Stock" means, with respect to any Person, any Capital
Stock 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
(i) matures or is mandatorily redeemable, pursuant to a sinking fund obligation
or otherwise, (ii) is subject to a mandatory offer to purchase, (iii) is
convertible or exchangeable for Debt or Disqualified Stock or (iv) is redeemable
at the option of the holder thereof, in whole or in part, in each case on or
prior to the 91st day following the Stated Maturity of the Notes; PROVIDED,
HOWEVER, that any class of Capital Stock of such Person that, by its terms,
authorizes such Person to satisfy in full its obligations upon maturity,
redemption (pursuant to a sinking fund or otherwise) or repurchase thereof or
otherwise by the delivery of Capital Stock (other than Disqualified Capital
Stock), and that is not convertible, puttable or exchangeable for Disqualified
Capital Stock or Debt, will not be deemed to be Disqualified Capital Stock so
long as such Person satisfies its obligations with respect thereto solely by the
delivery of Capital Stock (other than Disqualified Capital Stock); PROVIDED,
FURTHER, HOWEVER, that any Capital Stock that would not constitute Disqualified
Capital Stock but for provisions thereof giving holders thereof (or the holders
of any security into or for which such Capital Stock is convertible,
exchangeable or exercisable) the right to require the Company to redeem such
Capital Stock upon the occurrence of a change of control occurring prior to the

<PAGE>

91st day following the Stated Maturity of the Notes shall not constitute
Disqualified Capital Stock if the change of control provisions applicable to
such Capital Stock are no more favorable to such holders than the provisions of
Section 4.16 and such Capital Stock specifically provides that the Company will
not redeem any such Capital Stock pursuant to such provisions prior to the
fulfillment of the Company's obligations under Section 4.16.

            "DTC" has the meaning provided in Section 2.03.

            "Equity Offering" has the meaning provided in paragraph 6 of the
Notes.

            "Event of Default" has the meaning provided in Section 6.01.

            "Excess Proceeds" has the meaning provided in Section 4.17.

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

            "Exchange Notes" means the 6-7/8% Senior Subordinated Notes due
2013, to be issued in exchange for Restricted Notes pursuant to a Registration
Rights Agreement.

            "Exchange Offer" has the meaning provided in the Registration Rights
Agreement.

            "Exchange Offer Registration Statement" has the meaning provided in
the Registration Rights Agreement.

            "Existing Debt" means Debt of the Company and its Restricted
Subsidiaries (other than the Credit Facility) outstanding on the Issue Date.

            "Fair Market Value" means, with respect to any asset or property,
the price which could be negotiated in an arm's-length, free market transaction,
for cash, between a willing seller and a willing and able buyer, neither of whom
is under undue pressure or compulsion to complete the transaction. Fair market
value shall be determined by the Board of Directors of the Company acting
reasonably and in good faith and shall be evidenced by a Board Resolution of the
Board of Directors of the Company delivered to the Trustee.

            "Fairness Condition" has the meaning provided in Section 4.11.

            "Generally Accepted Accounting Principles" or "GAAP" means generally
accepted accounting principles set forth in the opinions and pronouncements of
the Accounting Principles Board of the American Institute of Certified Public
Accountants and statements and pronouncements of the Financial Accounting
Standards Board as they are in effect on the Issue Date.


<PAGE>

            "Global Note Legend" means the legend set forth in EXHIBIT E-1 which
is required to be placed on all Global Notes issued under this Indenture.

            "Global Notes" means, individually and collectively, each of the
Restricted Global Notes and the Unrestricted Global Notes, in the form of
EXHIBIT A, issued in accordance with Section 2.01 or 2.06.

            "Guarantee" by any Person means any obligation, contingent or
otherwise, of such Person directly or indirectly guaranteeing any Debt or other
obligation, contingent or otherwise, of any other Person and, without limiting
the generality of the foregoing, any obligation, direct or indirect, contingent
or otherwise, of such Person (i) to purchase or pay (or advance or supply funds
for the purchase or payment of) such Debt or other obligation of such other
Person (whether arising by virtue of participation arrangements, 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 (ii) entered into
for the purpose of assuring the obligee of such Debt or other obligation in any
other manner of the payment thereof or to protect such obligee against loss in
respect thereof (in whole or in part), PROVIDED that the term "guarantee" shall
not include endorsements for collection or deposit in the ordinary course of
business. The term "Guarantee" used as a verb has a corresponding meaning.

            "Hedging Obligations" of any Person means the obligations of such
Person pursuant to (1) any interest rate swap agreement, interest rate collar
agreement or other similar agreement or arrangement, (2) foreign exchange
contracts, currency swap agreements or other similar agreement or arrangement,
or (3) any forward contract, commodity swap agreement, commodity option
agreement or other similar agreement or arrangement.

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

            "IAI Global Note" means a global note in the form of EXHIBIT A
hereto bearing the Global Note Legend and the Private Placement Legend and
deposited with or on behalf of, and registered in the name of, the Depositary or
its nominee that will be issued in a denomination equal to the outstanding
principal amount of Notes sold to Institutional Accredited Investors.

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

            "Indirect Participant" means a Person who holds a beneficial
interest in a Global Note through a Participant.

            "Initial Notes" means the 6-7/8% Senior Subordinated Notes due 2013,
Series A, of the Company.


<PAGE>

            "Initial Purchasers" shall have the meaning, with respect to any
Restricted Notes, given such term in the applicable Registration Rights
Agreement.

            "Institutional Accredited Investor" means an institution that is an
"accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) under the
Securities Act that is not also a QIB.

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

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

            "Investment" means any direct or indirect advance, loan (other than
advances or loans to customers in the ordinary course of business, which are
recorded at the time made as accounts receivable on the balance sheet of the
Person making such advance or loan), guarantee or other extension of credit 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, bonds, notes,
debentures or other securities issued by, any other Person.

            "Issue" means to issue, assume, Guarantee, incur or otherwise become
liable for, PROVIDED, HOWEVER, that any Debt or Capital Stock of a Person
existing at the time such Person becomes a Subsidiary of another Person (whether
by merger, consolidation, acquisition or otherwise) shall be deemed to be issued
by such Subsidiary at the time it becomes a Subsidiary of such other Person.

            "Issue Date" means November 25, 2003, the date of issuance of the
Initial Notes.

            "Leverage Ratio" means, as of any date, the ratio of (A) total Debt
of the Company and its Restricted Subsidiaries on a consolidated basis as of
such date; PROVIDED, HOWEVER, that for purposes of this clause, such total Debt
shall not include up to $20.0 million of Debt that would only be treated as Debt
of the Company because it is Guaranteed by the Company or its Restricted
Subsidiaries, provided (and only to the extent) that (i) there has been no
default or event of default in existence with respect to the Debt so Guaranteed
and no Person has sought (or indicated that it would seek) payment under (or
with respect to) such Guarantee; (ii) such Guarantee was incurred in furtherance
of a Permitted Business and (iii) no liability, charge, accrual, expense,
payment or other amount with respect to such Debt has at any time been required
in accordance with GAAP to be reflected on the consolidated balance sheet,
statement of income or cash flow statement of the Company, to (B) Trailing
Adjusted Consolidated Operating Cash Flow of the Company as of such date;
PROVIDED, HOWEVER, that the Debt of any Restricted Subsidiary (and its
Restricted Subsidiaries) that is not a Wholly Owned Subsidiary, on a fully
diluted basis, of the Company shall be included pro rata only to the extent of

<PAGE>

the Company's common equity ownership interest therein, on a fully diluted
basis.

            "Lien" means any lien, mortgage, charge, pledge, security interest,
or other encumbrance of any kind (including any conditional sale or other title
retention agreement and any lease in the nature thereof), whether or not filed,
recorded or otherwise perfected under applicable law (including any conditional
sale or other title retention agreement, any lease in the nature thereof, any
option or other agreement to sell or give a security interest in and any filing
of or agreement to give any financing statement under the Uniform Commercial
Code (or equivalent statute) of any jurisdiction).

            "Maturity Date" means October 1, 2013.

            "Net Cash Proceeds" from an Asset Sale or issuance of Capital Stock
means cash payments received from, or by way of conversion into cash or Cash
Equivalents of any note or other obligation received in connection with such
Asset Sale or issuance or by way of deferred payment of principal pursuant to,
or liquidation of, any note or installment receivable or otherwise (but only as
and when received therefrom), in each case net of all legal, title and recording
tax expenses, commissions and other fees and expenses incurred, and all income
taxes required to be accrued as a liability under GAAP, as a consequence of such
Asset Sale or issuance of Capital Stock.

            "Non-U.S. Person" has the meaning assigned to such term in
Regulation S.

            "Notes" means, collectively, the Initial Notes, Additional Notes, if
any, the Exchange Notes and the Private Exchange Notes, if any, treated as a
single class of securities under this Indenture.

            "Obligations" means all obligations for principal, premium, interest
(including post-petition interest), penalties, fees, indemnification,
reimbursements, damages and other liabilities payable under the documentation
governing any Debt.

            "Offering Circular" means the offering memorandum dated November 20,
2003 used in connection with the offering of the Initial Notes.

            "Officer" means, with respect to any Person, the Chairman of the
Board, the Chief Executive Officer, the President, any Vice President, the Chief
Financial Officer, the Treasurer, the Controller, or the Secretary of such
Person.

            "Officers' Certificate" means, with respect to any Person, a
certificate signed by the Chief Executive Officer, the President or any Vice
President and the Chief Financial Officer or any Treasurer of such Person that
shall comply with applicable provisions of this Indenture.


<PAGE>

            "144A Global Note" means a global note in the form of EXHIBIT A
hereto bearing the Global Note Legend and the Private Placement Legend and
deposited with or on behalf of, and registered in the name of, the Depositary or
its nominee that will be issued in a denomination equal to the outstanding
principal amount of the Notes sold in reliance on Rule 144A.

            "Operating Cash Flow" means, with respect to any Person (A) revenues
LESS (B) the sum of (i) cost of sales, (ii) management fees and (iii) selling,
general and administrative expenses (other than non-cash expenses accrued under
employee compensation and stock ownership plans, but including any cash payments
made or required to be made under such plans; PROVIDED that cash payments under
such plans subject to vesting or other conditions will be included only when and
to the extent such vesting has occurred or such other conditions have been
fulfilled).

            "Opinion of Counsel" means a written opinion from legal counsel who
is acceptable to the Trustee complying with the requirements of Sections 11.04
and 11.05, as they relate to the giving of an Opinion of Counsel. Unless
otherwise required by the TIA, the legal counsel may be an employee of or
counsel to the Company or the Trustee.

            "Participant" means a Person who has an account with the Depositary.

            "Participating Broker-Dealer" shall have the meaning given such term
in the applicable Registration Rights Agreement.

            "Paying Agent" has the meaning provided in Section 2.03.

            "Permitted Business" means the (i) ownership and operation of
regional, local and other newspapers and other businesses directly related to
newspaper operations, and (ii) broadcast, electronic media, and other businesses
deriving a majority of their revenue from advertising and circulation.

            "Permitted Holders" means (i) each of William Dean Singleton,
Richard B. Scudder, Joseph J. Lodovic, IV and their respective spouses,
ancestors, siblings, descendants (including children or grandchildren by
adoption) and the descendants of any of their siblings; (ii) in the event of the
incompetence or death of any of the Persons described in clause (i), such
Person's estate, executor, administrator, committee or other personal
representative, in each case who at any particular date shall beneficially own
or have the right to acquire, directly or indirectly, Capital Stock of the
Company; (iii) any trust created for the benefit of the Persons described in
clause (i) or (ii) or any trust for the benefit of any such trust; or (iv) any
Person controlled by any of the Persons described in clause (i), (ii) or (iii).
For purposes of this definition, "control," as used with respect to any Person,
shall mean the possession, directly or indirectly, of the power to direct or
cause the direction of the management and policies of such Person, whether
through ownership of voting securities or by contract or otherwise.


<PAGE>

            "Permitted Investments" means (i) Investments by a Restricted
Subsidiary of the Company in the Company or Investments by the Company or a
Restricted Subsidiary of the Company in a Person that is, or as a result of such
Investment becomes, a Restricted Subsidiary of the Company, (ii) Investments in
cash or Cash Equivalents, (iii) Investments by the Company or by any of its
Restricted Subsidiaries in a Permitted Business, including, but not limited to,
joint ventures or other business alliances in the ordinary course of business,
PROVIDED that the other investors in such joint venture or business alliance are
not Affiliates of the Company, (iv) Investments of the Company and its
Restricted Subsidiaries arising as a result of any Asset Sale otherwise
complying with the terms of the Indenture, (v) Investments existing on the Issue
Date, and any extension, modification or renewal of any such Investments, but
only to the extent not involving additional advances, contributions or other
Investments of cash or other assets or other increases thereof, (vi) 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 including under a plan of
reorganization or other bankruptcy proceeding, (vii) loans and advances to
directors, employees and officers of the Company and its Restricted Subsidiaries
for bona fide business purposes not in excess of $10.0 million at any one time
outstanding, (viii) Investments of a Person owned by such Person at the time
such Person becomes a Restricted Subsidiary of the Company in a transaction that
complies with the Indenture to the extent (x) such Investments were not made in
anticipation of the acquisition of such Person by the Company or any Restricted
Subsidiary and (y) such Person was primarily engaged in a Permitted Business at
the time of such acquisition, (ix) Investments from Hedging Obligations
permitted by clause (ix) of Section 4.12 and (x) other Investments (other than
Investments specified in clauses (i) through (ix) above) in an aggregate amount,
as valued at the time each such Investment is made, not exceeding $25.0 million.

            "Permitted Partnership" means at the relevant time of determination,
any Person that, at such time, (i) is not a Subsidiary of the Company and in
which the Company and its Restricted Subsidiaries collectively hold equity
Investments of at least 25% of the total equity and voting stock in such Person;
(ii) is engaged primarily in a Permitted Business of the type described in
clause (i) of the definition of "Permitted Business"; (iii) the Company's and
its Restricted Subsidiaries' proportionate ownership interest in the cash flows
of such Person is included in the Company's filings under the Exchange Act in
"Adjusted EBITDA Available to the Company" or if the Company no longer includes
such information in its Exchange Act filings, in the good faith judgment of the
Company, would have been included in "Adjusted EBITDA Available to the Company,"
if so then calculated on a basis consistent with that set forth in the Offering
Circular; and (iv) which the Company has the ability, through its ownership of
Voting Stock or under contract, to cause to distribute substantially all of the
Company's and the Restricted Subsidiaries' proportionate ownership interests in
the free cash flow of such Person.

            "Person" means any individual, corporation, limited liability
company, partnership, joint venture, incorporated or unincorporated association,

<PAGE>

joint-stock company, trust, unincorporated organization or government or other
agency or political subdivision thereof or other entity of any kind.

            "Physical Notes" shall have the meaning provided in Section 2.01.

            "Post-Petition Interest" means any interest accruing subsequent to
the filing of a petition of bankruptcy at the rate provided for in the
documentation with respect thereto, whether or not such interest is an allowed
claim under applicable law.

            "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. Preferred Stock of any Person shall include Disqualified Stock of
such Person.

            "principal" of any Debt (including the Notes) means the principal
amount of such Debt.

            "Private Exchange Notes" shall have the meaning provided in the
Registration Rights Agreement.

            "Private Placement Legend" means the legend initially set forth in
EXHIBIT E-2.

            "Purchase Money Obligations" means (i) any Debt of the Company or
any Restricted Subsidiary incurred to finance the purchase of any assets
(including the purchase of Capital Stock of Persons that are not Affiliates of
the Company) but only if (a) the amount of Debt thereunder does not exceed 100%
of the purchase cost of such assets (and associated expenses); and (b) no such
Debt is recourse to the Company or any of its Restricted Subsidiaries or any of
their respective assets, other than the assets so purchased; or (ii) Debt of the
Company or such Restricted Subsidiary which refinances Debt referred to in
clause (i) of this definition; PROVIDED that such refinancing satisfies
subclauses (a) and (b) of such clause (i).

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

            "Qualified Capital Stock" shall mean any Capital Stock which is not
Disqualified Stock.

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

            "Redemption Price" when used with respect to any Note to be
redeemed, means the price fixed for such redemption pursuant to this Indenture
and the Notes.


<PAGE>

            "Refinance" means, in respect of any Debt, to refinance, extend,
renew, refund, repay, prepay, redeem, defease or retire, or to issue Debt in
exchange or replacement for, such Debt. "Refinanced" and "Refinancing" shall
have correlative meanings.

            "Registrable Notes" has the meaning given such term in the
Registration Rights Agreement.

            "Registrar" has the meaning provided in Section 2.03.

            "Registration Rights Agreement" means, with respect to the Initial
Notes, the exchange and registration rights agreement dated as of the Issue Date
between the Company and the initial purchasers named therein and, with respect
to any Additional Notes, any similar agreement applicable to such Notes.

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

            "Regulation S Global Note" means a Regulation S Temporary Global
Note or a Regulation S Permanent Global Note, as appropriate.

            "Regulation S Permanent Global Note" means a permanent Global Note
in the form of EXHIBIT A hereto bearing the Global Note Legend, deposited with
or on behalf of and registered in the name of the Depositary or its nominee and
issued upon expiration of the Restricted Period.

            "Regulation S Temporary Global Note" means a temporary Global Note
in the form of EXHIBIT A hereto bearing the Global Note Legend, the Private
Placement Legend and the Regulation S Temporary Global Note Legend and deposited
with or on behalf of and registered in the name of the Depositary or its
nominee, issued in a denomination equal to the outstanding principal amount of
the Notes initially sold in reliance on Rule 903 of Regulation S.

            "Regulation S Temporary Global Note Legend" means the legend set
forth in Exhibit E-3 which is required to be place on all Regulation S Temporary
Global Notes.

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

            "Restricted Definitive Note" means a Definitive Note bearing the
Private Placement Legend.


<PAGE>

            "Restricted Global Note" means a Global Note bearing the Private
Placement Legend.

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

            "Restricted Payment" means (i) any dividend or distribution on or in
respect of any shares of Capital Stock of the Company to the direct or indirect
holders (in their capacities as such) of Capital Stock of the Company (other
than dividends or distributions payable in Common Stock of the Company), (ii)
the redemption, repurchase, retirement or other acquisition for value of any
Capital Stock of the Company, (iii) any designation of a Restricted Subsidiary
as an Unrestricted Subsidiary on the basis of the Investment by the Company
therein, (iv) any Restricted Investment by the Company or any Restricted
Subsidiary of the Company, PROVIDED that Restricted Payments shall not include
the redemption, purchase, retirement or other acquisition for value by the
Company or any of its Restricted Subsidiaries of any Capital Stock of the
Company held by the Company or its Restricted Subsidiaries. For purposes of
determining the amount expended for Restricted Payments, cash distributed or
invested shall be valued at the face amount thereof and property other than cash
shall be valued at its fair market value.

            "Restricted Period" means the applicable distribution compliance
period under Rule 903.

            "Restricted Subsidiary" means a Subsidiary of the Company other than
an Unrestricted Subsidiary and includes all of the Subsidiaries of the Company
existing as of the Issue Date.

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

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

            "Rule 903" means Rule 903 promulgated under the Securities Act.

            "Rule 904" means Rule 904 promulgated under the Securities Act.
            "Scudder Permitted Holders" means (i) any of Richard B. Scudder,
Jean L. Scudder, Charles Scudder, Elizabeth A. Difani, Carolyn Miller, their
respective spouses, ancestors, siblings, descendants (including children or
grandchildren by adoption) and the descendants of any of their siblings; (ii) in
the event of the incompetence or death of any of the Persons described in clause
(i), such Person's estate, executor, administrator, committee or other personal
representative, in each case who at any particular date shall beneficially own
or have the right to acquire, directly or indirectly, Capital Stock of the
Company; (iii) any trust created for the benefit of the Persons described in
clause (i) or (ii) or any trust for the benefit of any such trust; or (iv) any
Person controlled by any of the Persons described in clause (i), (ii) or (iii).

<PAGE>

For purposes of this definition, "control," as used with respect to any Person,
shall mean the possession, directly or indirectly, of the power to direct or
cause the direction of the management and policies of such Person, whether
through ownership of voting securities or by contract or otherwise.

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

            "Senior Debt" means all Obligations of the Company with respect to
any Debt, whether outstanding on the Issue Date or thereafter created, incurred
or assumed, unless, in the case of any particular Debt, the instrument creating
or evidencing the same or pursuant to which the same is outstanding expressly
provides that such Debt shall not be senior in right of payment to the Notes.
Notwithstanding the foregoing, Senior Debt shall not include: (i) any Debt of
the Company to any Subsidiary of the Company; (ii) any Debt to, or Guaranteed on
behalf of, any Affiliate (other than any Restricted Subsidiary), director,
officer or employee of the Company or of any Restricted Subsidiary (including,
without limitation, amounts owed for compensation); (iii) Debt and other amounts
incurred in connection with obtaining goods, materials or services owing to
trade creditors (other than Hedging Obligations); (iv) Disqualified Stock; (v)
any liability for federal, state, local or other taxes owed or owing by the
Company; (vi) Debt incurred in violation of Section 4.12; and (vii) Debt which
is, by its express terms, junior in right of payment to the Notes.

            "Shelf Registration Statement" means the Shelf Registration
Statement as defined in the Registration Rights Agreement.

            "Significant Subsidiary" means any Restricted Subsidiary of the
Company which at the time of determination either (A) had assets which, as of
the date of the Company's most recent quarterly consolidated balance sheet,
constituted at least 5% of the Company's total assets on a consolidated basis as
of such date, in each case determined in accordance with GAAP, or (B) had
revenues for the twelve-month period ending on the date of the Company's most
recent quarterly consolidated statement of income which constituted at least 5%
of the Company's total revenues on a consolidated basis for such period.

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

            "Subsidiary" means, with respect to any Person, (i) a corporation
the majority of whose Voting Stock is at the time, directly or indirectly, owned
by such Person, by one or more Subsidiaries of such Person or by such Person and
one or more Subsidiaries thereof, (ii) a partnership, joint venture or limited
liability company, with respect to which such Person under the applicable
partnership agreement, joint venture agreement or limited liability company

<PAGE>

operating agreement owns a majority of the equity interests therein and either
has the power to appoint a majority of the board of managers thereof, or
otherwise has the power to direct the policies, management and affairs thereof
through a management agreement or otherwise (iii) any Person (other than a
corporation, partnership, joint venture or limited liability company) in which
such Person, one or more Subsidiaries thereof or such Person and one or more
Subsidiaries thereof, directly or indirectly, at the date of determination
thereof has at least a majority ownership interest and the power to direct the
policies, management and affairs thereof. For purposes of this definition, any
director's qualifying shares or investments by foreign nationals mandated by
applicable law shall be disregarded in determining the ownership of a
Subsidiary. Unless the context otherwise requires, all references to a
"Subsidiary" shall refer to a Subsidiary of the Company.

            "Survivor" has the meaning provided in Section 5.01.

            "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. Sec.
77aaa-77bbbb), as amended, as in effect on the date on which this Indenture is
qualified under the TIA, except as otherwise provided in Section 9.03.

            "Trailing" means, at or in respect of any date, the twelve-month
period ending on the last day of the month immediately preceding such date for
which financial statements are available.

            "Transaction" has the meaning provided in Section 4.11.

            "Trustee" means The Bank of New York until a successor replaces it
in accordance with the provisions of this Indenture and thereafter means such
successor.

            "Trust Officer" means, 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 Definitive Note" means one or more Definitive Notes in
the form of EXHIBIT A attached hereto that do not bear and are not required to
bear the Private Placement Legend.

            "Unrestricted Global Note" means a permanent Global Note in the form
of EXHIBIT A attached hereto that bears the Global Note Legend and that has the
"Schedule of Exchanges of Interests in the Global Note" attached thereto and
that is deposited with or on behalf of and registered in the name of the
Depositary, representing a series of Notes that do not bear the Private
Placement Legend.


<PAGE>

            "Unrestricted Subsidiary" means any Subsidiary (including its
Subsidiaries) so designated by a Board Resolution adopted by the Board of
Directors of the Company in accordance with Section 4.14. Notwithstanding the
foregoing, an Unrestricted Subsidiary shall be deemed to be redesignated a
Restricted Subsidiary at any time if (a) the Company or any Restricted
Subsidiary (i) provides credit support for, or a guarantee of, any outstanding
Debt of such Unrestricted Subsidiary or any of its Subsidiaries (including any
undertaking, agreement or instrument evidencing such Debt) or (ii) is directly
or indirectly liable for any outstanding Debt of such Unrestricted Subsidiary or
any of its Subsidiaries, (b) in the case of any such Subsidiary that has Debt
outstanding, a default with respect to such Debt of such Unrestricted Subsidiary
or any of its Subsidiaries (including any right which the holders thereof may
have to take enforcement action against any of them) would permit (upon notice,
lapse of time or both) any holder of any other Debt of the Company or any
Restricted Subsidiary to declare a default on such other Debt or cause the
payment thereof to be accelerated or payable prior to its final scheduled
maturity or (c) such Unrestricted Subsidiary or any of its Subsidiaries incurs
Debt pursuant to which the lender has recourse to any of the assets of the
Company or any of its Restricted Subsidiaries.

            "U.S. Government Obligations" means money or direct non-callable
obligations of, and obligations guaranteed by, the United States of America for
the payment of which the full faith and credit of the United States is pledged.

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

            "U.S. Person" means a U.S. person as defined in Rule 902(o) under
the Securities Act.

            "Voting Stock" of a Person means all classes of Capital Stock of
such Person then outstanding and normally entitled to vote in the election of
directors.

            "Wholly Owned Subsidiary" means any Restricted Subsidiary all the
Capital Stock of which (other than directors' qualifying shares) is owned by the
applicable corporation or another Wholly Owned Subsidiary of the applicable
corporation.

SECTION 1.02.     INCORPORATION BY REFERENCE OF TIA.

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

            "indenture securities" means the Notes.

            "indenture security holder" means a Holder.


<PAGE>

            "indenture to be qualified" means this Indenture.

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

            "obligor" on the indenture securities means the Company or any
other obligor on the Notes.

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

SECTION 1.03.     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 as in effect on the date hereof;

            (3) "or" is not exclusive;

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

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

                                   ARTICLE TWO

                                    THE NOTES

SECTION 2.01.     FORM AND DATING.

            (a) General. The Notes and the Trustee's certificate of
authentication shall be substantially in the form of EXHIBIT A hereto. The Notes
may have notations, legends or endorsements required by law, stock exchange rule
or usage. Each Note shall be dated the date of its authentication. The Notes
shall be in denominations of $1,000 and integral multiples thereof. The terms
and provisions contained in the Notes shall constitute, and are hereby expressly
made, a part of this Indenture and the Company and the Trustee, by their
execution and delivery of this Indenture, expressly agree to such terms and
provisions and to be bound thereby. However, to the extent any provision of any
Note conflicts with the express provisions of this Indenture, the provisions of
this Indenture shall govern and be controlling.


<PAGE>

            (b) Global Notes. Notes issued in global form shall be substantially
in the form of EXHIBIT A attached hereto (including the Global Note Legend
thereon and the "Schedule of Exchanges of Interests in the Global Note" attached
thereto). Notes issued in definitive form shall be substantially in the form of
EXHIBIT A attached hereto (but without the Global Note Legend thereon and
without the "Schedule of Exchanges of Interests in the Global Note" attached
thereto). Each Global Note shall represent such of the outstanding Notes as
shall be specified therein and each shall provide that it shall represent the
aggregate principal amount of outstanding Notes from time to time endorsed
thereon and that the aggregate principal amount of outstanding Notes represented
thereby may from time to time be reduced or increased, as appropriate, to
reflect exchanges and redemptions. Any endorsement of a Global Note to reflect
the amount of any increase or decrease in the aggregate principal amount of
outstanding Notes represented thereby shall be made by the Trustee or the
Custodian, at the direction of the Trustee, in accordance with written
instructions given by the Holder thereof as required by Section 2.06 hereof.

            (c) Regulation S Global Notes. Notes offered and sold in reliance on
Regulation S shall be issued initially in the form of Regulation S Temporary
Global Notes. Following the termination of the applicable Restricted Period,
beneficial interests in a Regulation S Temporary Global Note shall be exchanged
for beneficial interests in the Regulation S Permanent Global Note, pursuant to
the Applicable Procedures. Owners of beneficial interests in the Regulation S
Temporary Global Note may also take delivery in the form of Definitive Notes or
beneficial interests in the 144A Global Note, upon (i) certification in form
reasonably satisfactory to the Trustee that such interests are being acquired
pursuant to an exemption from registration under the Securities Act and (ii)
after the expiration of the Restricted Period. Simultaneously with the
authentication of Regulation S Permanent Global Notes, the Trustee shall cancel
the Regulation S Temporary Global Note. The aggregate principal amount of the
Regulation S Global Notes may from time to time be increased or decreased by
adjustments made on the records of the Trustee and the Depositary or its
nominee, as the case may be, in connection with transfers of interest as
hereinafter provided.

SECTION 2.02.     EXECUTION AND AUTHENTICATION.

            One or more Officers shall sign the Notes for the Company by manual
or facsimile signature.

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

            A Note shall not be valid until authenticated by the manual
signature of the Trustee. The signature shall be conclusive evidence that the
Note has been authenticated under this Indenture.

            The Trustee shall, upon a written order of the Company signed by one
or more Officers (an "Authentication Order"), authenticate Notes for original
issue on the Issue Date in an aggregate principal amount not to exceed

<PAGE>

$300,000,000 (other than as provided in Section 2.07). The Trustee shall
authenticate Notes thereafter (so long as permitted by the terms of this
Indenture) for original issue upon one or more Authentication Orders in
aggregate principal amount as specified in such order (other than as provided in
Section 2.07). Each such Authentication Order shall specify the amount of Notes
to be authenticated, whether the Notes are to be Initial Notes, Additional Notes
or Exchange Notes and whether the Notes are to be issued as Definitive Notes or
Global Notes or such other information as the Trustee shall reasonably request.

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

SECTION 2.03.     REGISTRAR AND PAYING AGENT.

            The Company shall maintain an office or agency where Notes may be
presented for registration of transfer or for exchange ("Registrar") and an
office or agency where Notes may be presented for payment ("Paying Agent"). The
Registrar shall keep a register of the Notes and of their transfer and exchange.
The Company may appoint one or more co-registrars and one or more additional
paying agents. The term "Registrar" includes any co-registrar and the term
"Paying Agent" includes any additional paying agent. The Company may change any
Paying Agent or Registrar without notice to any Holder. The Company shall notify
the Trustee in writing of the name and address of any Agent not a party to this
Indenture. If the Company fails to appoint or maintain another entity as
Registrar or Paying Agent, the Trustee shall act as such. The Company or any of
its Subsidiaries may act as Paying Agent or Registrar.

            The Company initially appoints The Depository Trust Company ("DTC")
to act as Depositary with respect to the Global Notes.

            The Company initially appoints the Trustee to act as the Registrar
and Paying Agent and to act as Custodian with respect to the Global Notes.

SECTION 2.04.     PAYING AGENT TO HOLD MONEY IN TRUST.

            The Company shall require each Paying Agent other than the Trustee
to agree in writing that such Paying Agent shall hold in trust for the benefit
of Holders or the Trustee all money held by the Paying Agent for the payment of
principal, premium, if any, or interest on the Notes, and will notify the
Trustee in writing of any default by the Company in making any such payment.
While any such default continues, the Trustee may require a Paying Agent to pay
all money held by it to the Trustee. The Company at any time may require a
Paying Agent to pay all money held by it to the Trustee. Upon payment over to

<PAGE>

the Trustee, the Paying Agent (if other than the Company or a Subsidiary) shall
have no further liability for the money. If the Company or a Subsidiary acts as
Paying Agent, it shall segregate and hold in a separate trust fund for the
benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy
or reorganization proceedings relating to the Company, the Trustee shall serve
as Paying Agent for the Notes.

SECTION 2.05.     HOLDER LISTS.

            The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
all Holders and shall otherwise comply with TIA Sec. 312(a). If the Trustee is
not the Registrar, the Company shall furnish to the Trustee 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 the Holders which
list may be conclusively relied on by the Trustee.

SECTION 2.06.     TRANSFER AND EXCHANGE.

            (a) Transfer and Exchange of Global Notes. A Global Note may not be
transferred as a whole except by the Depositary to a nominee of the Depositary,
by a nominee of the Depositary to the Depositary or to another nominee of the
Depositary, or by the Depositary or any such nominee to a successor Depositary
or a nominee of such successor Depositary. All Global Notes will be exchanged by
the Company for Definitive Notes if (i) the Company delivers to the Trustee
written notice from the Depositary that it is unwilling or unable to continue to
act as Depositary or that it is no longer a clearing agency registered under the
Exchange Act and, in either case, a successor Depositary is not appointed by the
Company within 90 days after the date of such notice from the Depositary, (ii)
the Company in its sole discretion determines that the Global Notes (in whole
but not in part) should be exchanged for Definitive Notes and delivers a written
notice to such effect to the Trustee or (iii) an Event of Default has occurred
and is continuing and the Company has received a request from the Depositary to
issue Definitive Notes. Notwithstanding the foregoing, in no event shall the
Regulation S Temporary Global Note be exchanged by the Company for Physical
Notes prior to (x) the expiration of the Restricted Period and (y) the receipt
by the Registrar of any certificates required pursuant to Rule 903.

            Any Definitive Notes issued in accordance with the preceding
paragraph shall be issued in such names as the Depositary shall instruct the
Trustee in writing. Global Notes also may be exchanged or replaced, in whole or
in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated
and delivered in exchange for, or in lieu of, a Global Note or any portion
thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be
authenticated and delivered in the form of, and shall be, a Global Note. A
Global Note may not be exchanged for another Note other than as provided in this
Section 2.06(a), however, beneficial interests in a Global Note may be
transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.


<PAGE>

            (b) Transfer and Exchange of Beneficial Interests in the Global
Notes. The transfer and exchange of beneficial interests in the Global Notes
shall be effected through the Depositary, in accordance with the provisions of
this Indenture and the Applicable Procedures. Beneficial interests in the
Restricted Global Notes shall be subject to restrictions on transfer comparable
to those set forth herein to the extent required by the Securities Act.
Transfers of beneficial interests in the Global Notes also shall require
compliance with either subparagraph (i) or (ii) below, as applicable, as well as
one or more of the other following subparagraphs, as applicable:

            (i) Transfer of Beneficial Interests in the Same Global Note.
      Beneficial interests in any Restricted Global Note may be transferred to
      Persons who take delivery thereof in the form of a beneficial interest in
      the same Restricted Global Note in accordance with the transfer
      restrictions set forth in the Private Placement Legend; PROVIDED, HOWEVER,
      that prior to the expiration of the Restricted Period, transfers of
      beneficial interests in the Regulation S Temporary Global Note may not be
      made to a U.S. Person or for the account or benefit of a U.S. Person
      (other than the Initial Purchasers) unless certification is provided in
      form reasonably satisfactory to the Trustee that such interests are being
      transferred pursuant to an exemption from registration under the
      Securities Act. Beneficial interests in any Unrestricted Global Note may
      be transferred to Persons who take delivery thereof in the form of a
      beneficial interest in an Unrestricted Global Note. No written orders or
      instructions shall be required to be delivered to the Registrar to effect
      the transfers described in this Section 2.06(b)(i).

            (ii) All Other Transfers and Exchanges of Beneficial Interests in
      Global Notes. In connection with all transfers and exchanges of beneficial
      interests that are not subject to Section 2.06(b)(i) above, the transferor
      of such beneficial interest must deliver to the Registrar either (A) both
      (1) a written order from a Participant or an Indirect Participant given to
      the Depositary in accordance with the Applicable Procedures directing the
      Depositary to credit or cause to be credited a beneficial interest in
      another Global Note in an amount equal to the beneficial interest to be
      transferred or exchanged and (2) instructions given in accordance with the
      Applicable Procedures containing information regarding the Participant
      account to be credited with such increase; PROVIDED that in no event shall
      a beneficial interest in the Regulation S Temporary Global Note be
      transferred or exchanged for beneficial interests in another Global Note
      prior to (A) the expiration of the Restricted Period and (B) the receipt
      by the Trustee of a certificate in the form of EXHIBIT B or EXHIBIT C
      hereto; or (B) (1) a written order from a Participant or an Indirect
      Participant given to the Depositary in accordance with the Applicable
      Procedures directing the Depositary to cause to be issued a Definitive
      Note in an amount equal to the beneficial interest to be transferred or
      exchanged and (2) instructions given by the Depositary to the Registrar
      containing information regarding the Person in whose name such Definitive
      Note shall be registered to effect the transfer or exchange referred to in
      (1) above; PROVIDED that in no event shall Definitive Notes be issued upon
      the transfer or exchange of beneficial interests in the Regulation S

<PAGE>

      Temporary Global Note prior to (A) the expiration of the Restricted Period
      and (B) the receipt by the Registrar of any certificates required pursuant
      to Rule 903. Upon consummation of an Exchange Offer by the Company in
      accordance with Section 2.06(f) hereof, the requirements of this Section
      2.06(b)(ii) shall be deemed to have been satisfied upon receipt by the
      Registrar of the instructions contained in the Letter of Transmittal
      delivered by the holder of such beneficial interests in the Restricted
      Global Notes. Upon satisfaction of all of the requirements for transfer or
      exchange of beneficial interests in Global Notes contained in this
      Indenture and the Notes or otherwise applicable under the Securities Act,
      the Trustee shall adjust the principal amount of the relevant Global
      Note(s) pursuant to Section 2.06(h) hereof.

            (iii) Transfer of Beneficial Interests to Another Restricted Global
      Note. A beneficial interest in any Restricted Global Note (other than the
      Regulation S Temporary Global Note during the Restricted Period) may be
      transferred to a Person who takes delivery thereof in the form of a
      beneficial interest in another Restricted Global Note if the transfer
      complies with the requirements of Section 2.06(b)(ii) above and the
      Registrar receives the following:

                  (A) if the transferee will take delivery in the form of a
            beneficial interest in the 144A Global Note, then the transferor
            must deliver a certificate in the form of EXHIBIT B hereto,
            including the certifications in item (1) thereof;

                  (B) if the transferee will take delivery in the form of a
            beneficial interest in the Regulation S Global Note, then the
            transferor must deliver a certificate in the form of EXHIBIT B
            hereto, including the certifications in item (2) thereof; and

                  (C) if the transferee will take delivery in the form of a
            beneficial interest in the IAI Global Note, then the transferor must
            deliver a certificate in the form of EXHIBIT B hereto, including the
            certifications and certificates and Opinion of Counsel required by
            item (3) thereof, if applicable.

            (iv) Transfer and Exchange of Beneficial Interests in a Restricted
      Global Note for Beneficial Interests in an Unrestricted Global Note. A
      beneficial interest in any Restricted Global Note may be exchanged by any
      holder thereof for a beneficial interest in an Unrestricted Global Note or
      transferred to a Person who takes delivery thereof in the form of a
      beneficial interest in an Unrestricted Global Note if the exchange or
      transfer complies with the requirements of Section 2.06(b)(ii) above and:

                  (A) such exchange or transfer is effected pursuant to the
            Exchange Offer in accordance with the Registration Rights Agreement
            and the holder of the beneficial interest to be transferred, in the
            case of an exchange, or the transferee, in the case of a transfer,
            certifies in the applicable Letter of Transmittal that it is not (1)
            a Person participating in the distribution of the Exchange Notes or

<PAGE>

            (2) a Person who is an affiliate (as defined in Rule 144) of the
            Company, and makes such other representations as are required by the
            Registration Rights Agreement;

                  (B) such transfer is effected pursuant to the Shelf
            Registration Statement in accordance with the Registration Rights
            Agreement;

                  (C) such transfer is effected by a Participating Broker-Dealer
            pursuant to the Exchange Offer Registration Statement in accordance
            with the Registration Rights Agreement; or

                  (D) the Registrar receives the following:

                        (1) if the holder of such beneficial interest in a
                  Restricted Global Note proposes to exchange such beneficial
                  interest for a beneficial interest in an Unrestricted Global
                  Note, a certificate from such holder in the form of EXHIBIT C
                  hereto, including the certifications in item (1)(a) thereof;
                  or

                        (2) if the holder of such beneficial interest in a
                  Restricted Global Note proposes to transfer such beneficial
                  interest to a Person who shall take delivery thereof in the
                  form of a beneficial interest in an Unrestricted Global Note,
                  a certificate from such holder in the form of EXHIBIT B
                  hereto, including the certifications in item (4) thereof;

            and, in each such case set forth in this subparagraph (D), if the
            Registrar so requests or if the Applicable Procedures so require, an
            Opinion of Counsel in form reasonably acceptable to the Registrar to
            the effect that such exchange or transfer is in compliance with the
            Securities Act and that the restrictions on transfer contained
            herein and in the Private Placement Legend are no longer required in
            order to maintain compliance with the Securities Act.

            If any such transfer is effected pursuant to subparagraph (B) or (D)
above at a time when an Unrestricted Global Note has not yet been issued, the
Company shall issue and, upon receipt of an Authentication Order in accordance
with Section 2.02 hereof, the Trustee shall authenticate one or more
Unrestricted Global Notes in an aggregate principal amount equal to the
aggregate principal amount of beneficial interests transferred pursuant to
subparagraph (B) or (D) above.

            Beneficial interests in an Unrestricted Global Note cannot be
exchanged for, or transferred to Persons who take delivery thereof in the form
of, a beneficial interest in a Restricted Global Note.


<PAGE>

            (c) Transfer or Exchange of Beneficial Interests for Definitive
Notes.

            (i) Beneficial Interests in Restricted Global Notes to Restricted
      Definitive Notes. If any holder of a beneficial interest in a Restricted
      Global Note proposes to exchange such beneficial interest for a Restricted
      Definitive Note or to transfer such beneficial interest to a Person who
      takes delivery thereof in the form of a Restricted Definitive Note, then,
      upon receipt by the Registrar of the following documentation:

                  (A) if the holder of such beneficial interest in a Restricted
            Global Note proposes to exchange such beneficial interest for a
            Restricted Definitive Note, a certificate from such holder in the
            form of EXHIBIT C hereto, including the certifications in item
            (2)(a) thereof;

                  (B) if such beneficial interest is being transferred to a QIB
            in accordance with Rule 144A, a certificate to the effect set forth
            in Exhibit B hereto, including the certifications in item (1)
            thereof;

                  (C) if such beneficial interest is being transferred to a
            Non-U.S. Person in an offshore transaction in accordance with Rule
            903 or Rule 904, a certificate to the effect set forth in EXHIBIT B
            hereto, including the certifications in item (2) thereof;

                  (D) if such beneficial interest is being transferred pursuant
            to an exemption from the registration requirements of the Securities
            Act in accordance with Rule 144, a certificate to the effect set
            forth in EXHIBIT B hereto, including the certifications in item
            (3)(a) thereof;

                  (E) if such beneficial interest is being transferred to an
            Institutional Accredited Investor in reliance on an exemption from
            the registration requirements of the Securities Act other than those
            listed in subparagraphs (B) through (D) above, a certificate to the
            effect set forth in EXHIBIT B hereto, including the certifications,
            certificates and Opinion of Counsel required by item (3) thereof, if
            applicable;

                  (F) if such beneficial interest is being transferred to the
            Company or any of its Subsidiaries, a certificate to the effect set
            forth in EXHIBIT B hereto, including the certifications in item
            (3)(b) thereof; or

                  (G) if such beneficial interest is being transferred pursuant
            to an effective registration statement under the Securities Act, a
            certificate to the effect set forth in EXHIBIT B hereto, including
            the certifications in item (3)(c) thereof,

the Trustee shall cause the aggregate principal amount of the applicable Global
Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the
Company shall execute and the Trustee shall authenticate and deliver to the

<PAGE>

Person designated in the instructions a Definitive Note in the appropriate
principal amount. Any Definitive Note issued in exchange for a beneficial
interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be
registered in such name or names and in such authorized denomination or
denominations as the holder of such beneficial interest shall instruct the
Registrar through instructions from the Depositary and the Participant or
Indirect Participant. The Trustee shall deliver such Definitive Notes to the
Persons in whose names such Notes are so registered. Any Definitive Note issued
in exchange for a beneficial interest in a Restricted Global Note pursuant to
this Section 2.06(c)(i) shall bear the Private Placement Legend and shall be
subject to all restrictions on transfer contained therein.

            Notwithstanding the foregoing provisions of this Section 2.06(c)(i)
, a beneficial interest in the Regulation S Temporary Global Note may not be
exchanged for a Definitive Note or transferred to a Person who takes delivery
thereof in the form of a Definitive Note prior to (A) the expiration of the
Restricted Period and (B) the receipt by the Registrar of any certificates
required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act.

            (ii) Beneficial Interests in Restricted Global Notes to Unrestricted
      Definitive Notes. A holder of a beneficial interest in a Restricted Global
      Note may exchange such beneficial interest for an Unrestricted Definitive
      Note or may transfer such beneficial interest to a Person who takes
      delivery thereof in the form of an Unrestricted Definitive Note only if:

                  (A) such exchange or transfer is effected pursuant to the
            Exchange Offer in accordance with the Registration Rights Agreement
            and the holder of such beneficial interest, in the case of an
            exchange, or the transferee, in the case of a transfer, certifies in
            the applicable Letter of Transmittal that it is not (1) a Person
            participating in the distribution of the Exchange Notes or (2) a
            Person who is an affiliate (as defined in Rule 144) of the Company,
            and makes such other representations as are required by the
            Registration Rights Agreement.

                  (B) such transfer is effected pursuant to the Shelf
            Registration Statement in accordance with the Registration Rights
            Agreement;

                  (C) such transfer is effected by a Participating Broker-Dealer
            pursuant to the Exchange Offer Registration Statement in accordance
            with the Registration Rights Agreement; or

                  (D) the Registrar receives the following:

                        (1) if the holder of such beneficial interest in a
                  Restricted Global Note proposes to exchange such beneficial
                  interest for a Definitive Note that does not bear the Private
                  Placement Legend, a certificate from such holder in the form

<PAGE>

                  of EXHIBIT C hereto, including the certifications in item
                  (1)(b) thereof; or

                        (2) if the holder of such beneficial interest in a
                  Restricted Global Note proposes to transfer such beneficial
                  interest to a Person who shall take delivery thereof in the
                  form of a Definitive Note that does not bear the Private
                  Placement Legend, a certificate from such holder in the form
                  of EXHIBIT B hereto, including the certifications in item (4)
                  thereof;

and in each such case set forth in this subparagraph (D), if the Registrar so
requests or if the Applicable Procedures so require, an Opinion of Counsel in
form reasonably acceptable to the Registrar to the effect that such exchange or
transfer is in compliance with the Securities Act and that the restrictions on
transfer contained herein and in the Private Placement Legend are no longer
required in order to maintain compliance with the Securities Act.

            (iii) Beneficial Interests in Unrestricted Global Notes to
      Unrestricted Definitive Notes. If any holder of a beneficial interest in
      an Unrestricted Global Note proposes to exchange such beneficial interest
      for a Definitive Note or to transfer such beneficial interest to a Person
      who takes delivery thereof in the form of a Definitive Note, then, upon
      satisfaction of the conditions set forth in Section 2.06(b)(ii) hereof,
      the Trustee shall cause the aggregate principal amount of the applicable
      Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof,
      and the Company shall execute and the Trustee shall authenticate and
      deliver to the Person designated in the instructions a Definitive Note in
      the appropriate principal amount. Any Definitive Note issued in exchange
      for a beneficial interest pursuant to this Section 2.06(c)(iii) shall be
      registered in such name or names and in such authorized denomination or
      denominations as the holder of such beneficial interest shall instruct the
      Registrar through instructions from the Depositary and the Participant or
      Indirect Participant. The Trustee shall deliver such Definitive Notes to
      the Persons in whose names such Notes are so registered. Any Definitive
      Note issued in exchange for a beneficial interest pursuant to this Section
      2.06(c)(iii) shall not bear the Private Placement Legend.

            (d) Transfer and Exchange of Definitive Notes for Beneficial
Interests.

            (i) Restricted Definitive Notes to Beneficial Interests in
      Restricted Global Notes. If any Holder of a Restricted Definitive Note
      proposes to exchange such Note for a beneficial interest in a Restricted
      Global Note or to transfer such Restricted Definitive Notes to a Person
      who takes delivery thereof in the form of a beneficial interest in a
      Restricted Global Note, then, upon receipt by the Registrar of the
      following documentation:

                  (A) if the Holder of such Restricted Definitive Note proposes
            to exchange such Note for a beneficial interest in a Restricted

<PAGE>

            Global Note, a certificate from such Holder in the form of EXHIBIT C
            hereto, including the certifications in item (2)(b) thereof;

                  (B) if such Restricted Definitive Note is being transferred to
            a QIB in accordance with Rule 144A under the Securities Act, a
            certificate to the effect set forth in EXHIBIT B hereto, including
            the certifications in item (1) thereof;

                  (C) if such Restricted Definitive Note is being transferred to
            a Non-U.S. Person in an offshore transaction in accordance with Rule
            903 or Rule 904 under the Securities Act, a certificate to the
            effect set forth in EXHIBIT B hereto, including the certifications
            in item (2) thereof;

                  (D) if such Restricted Definitive Note is being transferred
            pursuant to an exemption from the registration requirements of the
            Securities Act in accordance with Rule 144 under the Securities Act,
            a certificate to the effect set forth in EXHIBIT B hereto, including
            the certifications in item (3)(a) thereof;

                  (E) if such Restricted Definitive Note is being transferred to
            an Institutional Accredited Investor in reliance on an exemption
            from the registration requirements of the Securities Act other than
            those listed in subparagraphs (B) through (D) above, a certificate
            to the effect set forth in EXHIBIT B hereto, including the
            certifications, certificates and Opinion of Counsel required by item
            (3) thereof, if applicable;

                  (F) if such Restricted Definitive Note is being transferred to
            the Company or any of its Subsidiaries, a certificate to the effect
            set forth in EXHIBIT B hereto, including the certifications in item
            (3)(b) thereof; or

                  (G) if such Restricted Definitive Note is being transferred
            pursuant to an effective registration statement under the Securities
            Act, a certificate to the effect set forth in EXHIBIT B hereto,
            including the certifications in item (3)(c) thereof,

            the Trustee shall cancel the Restricted Definitive Note, increase or
            cause to be increased the aggregate principal amount of, in the case
            of clause (A) above, the appropriate Restricted Global Note, in the
            case of clause (B) above, the 144A Global Note, in the case of
            clause (C) above, the Regulation S Global Note, and in all other
            cases, the IAI Global Note.

            (ii) Restricted Definitive Notes to Beneficial Interests in
      Unrestricted Global Notes. A Holder of a Restricted Definitive Note may
      exchange such Note for a beneficial interest in an Unrestricted Global
      Note or transfer such Restricted Definitive Note to a Person who takes

<PAGE>

      delivery thereof in the form of a beneficial interest in an Unrestricted
      Global Note only if:

                  (A) such exchange or transfer is effected pursuant to the
            Exchange Offer in accordance with the Registration Rights Agreement
            and the Holder, in the case of an exchange, or the transferee, in
            the case of a transfer, certifies in the applicable Letter of
            Transmittal that it is not (1) a Person participating in the
            distribution of the Exchange Notes or (2) a Person who is an
            affiliate (as defined in Rule 144) of the Company, and makes such
            other representations as are required by the Registration Rights
            Agreement;

                  (B) such transfer is effected pursuant to the Shelf
            Registration Statement in accordance with the Registration Rights
            Agreement;

                  (C) such transfer is effected by a Participating Broker-Dealer
            pursuant to the Exchange Offer Registration Statement in accordance
            with the Registration Rights Agreement; or

                  (D) the Registrar receives the following:

                        (1) if the Holder of such Definitive Notes proposes to
                  exchange such Notes for a beneficial interest in the
                  Unrestricted Global Note, a certificate from such Holder in
                  the form of EXHIBIT C hereto, including the certifications in
                  item (1)(c) thereof; or

                        (2) if the Holder of such Definitive Notes proposes to
                  transfer such Notes to a Person who shall take delivery
                  thereof in the form of a beneficial interest in the
                  Unrestricted Global Note, a certificate from such Holder in
                  the form of EXHIBIT B hereto, including the certifications in
                  item (4) thereof;

            and, in each such case set forth in this subparagraph (D), if the
            Registrar so requests or if the Applicable Procedures so require, an
            Opinion of Counsel in form reasonably acceptable to the Registrar to
            the effect that such exchange or transfer is in compliance with the
            Securities Act and that the restrictions on transfer contained
            herein and in the Private Placement Legend are no longer required in
            order to maintain compliance with the Securities Act.

            Upon satisfaction of the conditions of any of the subparagraphs in
this Section 2.06(d)(ii), the Trustee shall cancel the Definitive Notes and
increase or cause to be increased the aggregate principal amount of the
Unrestricted Global Note.

            (iii) Unrestricted Definitive Notes to Beneficial Interests in
      Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note may

<PAGE>

      exchange such Note for a beneficial interest in an Unrestricted Global
      Note or transfer such Definitive Notes to a Person who takes delivery
      thereof in the form of a beneficial interest in an Unrestricted Global
      Note at any time. Upon receipt of a request for such an exchange or
      transfer, the Trustee shall cancel the applicable Unrestricted Definitive
      Note and increase or cause to be increased the aggregate principal amount
      of one of the Unrestricted Global Notes.

            If any such exchange or transfer from a Definitive Note to a
      beneficial interest is effected pursuant to subparagraphs (ii)(B), (ii)(D)
      or (iii) above at a time when an Unrestricted Global Note has not yet been
      issued, the Company shall issue and, upon receipt of an Authentication
      Order in accordance with Section 2.02 hereof, the Trustee shall
      authenticate one or more Unrestricted Global Notes in an aggregate
      principal amount equal to the principal amount of Definitive Notes so
      transferred.

            (e) Transfer and Exchange of Definitive Notes for Definitive Notes.
Upon written request by a Holder of Definitive Notes and such Holder's
compliance with the provisions of this Section 2.06(e), the Registrar shall
register the transfer or exchange of Definitive Notes. Prior to such
registration of transfer or exchange, the requesting Holder shall present or
surrender to the Registrar the Definitive Notes duly endorsed or accompanied by
a written instruction of transfer in form satisfactory to the Registrar duly
executed by such Holder or by its attorney, duly authorized in writing. In
addition, the requesting Holder shall provide any additional certifications,
documents and information, as applicable, required pursuant to the following
provisions of this Section 2.06(e).

            (i) Restricted Definitive Notes to Restricted Definitive Notes. Any
      Restricted Definitive Note may be transferred to and registered in the
      name of Persons who take delivery thereof in the form of a Restricted
      Definitive Note if the Registrar receives the following:

                  (A) if the transfer will be made pursuant to Rule 144A, then
            the transferor must deliver a certificate in the form of EXHIBIT B
            hereto, including the certifications in item (1) thereof;

                  (B) if the transfer will be made pursuant to Rule 903 or Rule
            904, then the transferor must deliver a certificate in the form of
            EXHIBIT B hereto, including the certifications in item (2) thereof;
            and

                  (C) if the transfer will be made pursuant to any other
            exemption from the registration requirements of the Securities Act,
            then the transferor must deliver a certificate in the form of
            EXHIBIT B hereto, including the certifications, certificates and
            Opinion of Counsel required by item (3) thereof, if applicable.


<PAGE>

            (ii) Restricted Definitive Notes to Unrestricted Definitive Notes.
      Any Restricted Definitive Note may be exchanged by the Holder thereof for
      an Unrestricted Definitive Note or transferred to a Person or Persons who
      take delivery thereof in the form of an Unrestricted Definitive Note if:

                  (A) such exchange or transfer is effected pursuant to the
            Exchange Offer in accordance with the Registration Rights Agreement
            and the Holder, in the case of an exchange, or the transferee, in
            the case of a transfer, certifies in the applicable Letter of
            Transmittal that it is not (1) a Person participating in the
            distribution of the Exchange Notes or (2) a Person who is an
            affiliate (as defined in Rule 144) of the Company, and makes such
            other representations as are required by the Registration Rights
            Agreement;

                  (B) any such transfer is effected pursuant to the Shelf
            Registration Statement in accordance with the Registration Rights
            Agreement;

                  (C) any such transfer is effected by a Participating
            Broker-Dealer pursuant to the Exchange Offer Registration Statement
            in accordance with the Registration Rights Agreement; or

                  (D) the Registrar receives the following:

                        (1) if the Holder of such Restricted Definitive Notes
                  proposes to exchange such Notes for an Unrestricted Definitive
                  Note, a certificate from such Holder in the form of EXHIBIT C
                  hereto, including the certifications in item (1)(d) thereof;
                  or

                        (2) if the Holder of such Restricted Definitive Notes
                  proposes to transfer such Notes to a Person who shall take
                  delivery thereof in the form of an Unrestricted Definitive
                  Note, a certificate from such Holder in the form of EXHIBIT B
                  hereto, including the certifications in item (4) thereof;

            and, in each such case set forth in this subparagraph (D), if the
            Registrar so requests, an Opinion of Counsel in form reasonably
            acceptable to the Company to the effect that such exchange or
            transfer is in compliance with the Securities Act and that the
            restrictions on transfer contained herein and in the Private
            Placement Legend are no longer required in order to maintain
            compliance with the Securities Act.

            (iii) Unrestricted Definitive Notes to Unrestricted Definitive
      Notes. A Holder of Unrestricted Definitive Notes may transfer such Notes
      to a Person who takes delivery thereof in the form of an Unrestricted
      Definitive Note. Upon receipt of a written request to register such a

<PAGE>

      transfer, the Registrar shall register the Unrestricted Definitive Notes
      pursuant to the instructions from the Holder thereof.

            (f) Exchange Offer. Upon the occurrence of the Exchange Offer in
accordance with the Registration Rights Agreement, the Company shall issue and,
upon receipt of an Authentication Order in accordance with Section 2.02, the
Trustee shall authenticate (i) one or more Unrestricted Global Notes in an
aggregate principal amount equal to the principal amount of the beneficial
interests in the Restricted Global Notes tendered for acceptance by Persons that
certify in the applicable Letters of Transmittal that (x) they are not
participating in a distribution of the Exchange Notes and (y) they are not
affiliates (as defined in Rule 144) of the Company, and accepted for exchange in
the Exchange Offer and (ii) Definitive Notes in an aggregate principal amount
equal to the principal amount of the Restricted Definitive Notes accepted for
exchange in the Exchange Offer. Concurrently with the issuance of such Notes,
the Trustee shall cause the aggregate principal amount of the applicable
Restricted Global Notes to be reduced accordingly, and the Company shall execute
and the Trustee shall authenticate and deliver to the Persons designated by the
Holders of Definitive Notes so accepted Definitive Notes in the appropriate
principal amount.

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

            (h) General Provisions Relating to Transfers and Exchanges.

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

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

<PAGE>

      transfer pursuant to Sections 2.02, 2.07, 2.10, 3.06, 4.16, 4.17 and 9.05
      hereof).

            (iii) The Registrar shall not be required to register the transfer
      of or exchange any Note selected for redemption in whole or in part,
      except the unredeemed portion of any Note being redeemed in part.

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

            (v) The Registrar shall not be required (A) to issue, to register
      the transfer of or to exchange any Notes during a period beginning at the
      opening of business 15 days before the day of any selection of Notes for
      redemption under Section 3.02 hereof and ending at the close of business
      on the day of selection, (B) to register the transfer of or to exchange
      any Note so selected for redemption in whole or in part, except the
      unredeemed portion of any Note being redeemed in part or (C) to register
      the transfer of or to exchange a Note between a record date and the next
      succeeding Interest Payment Date.

            (vi) Prior to due presentment for the registration of a transfer of
      any Note, the Trustee, any Agent and the Company may deem and treat the
      Person in whose name any Note is registered as the absolute owner of such
      Note for the purpose of receiving payment of principal of and interest on
      such Notes and for all other purposes, and none of the Trustee, any Agent
      or the Company shall be affected by notice to the contrary.

            (vii) The Trustee shall authenticate Global Notes and Definitive
      Notes in accordance with the provisions of Section 2.02 hereof.

            (viii) All certifications, certificates and Opinions of Counsel
      required to be submitted to the Registrar pursuant to this Section 2.06 to
      effect a registration of transfer or exchange may be submitted by
      facsimile.

            (ix) 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 Notes (including any transfers between or
      among Participants or beneficial owners of interests in any Global Notes)
      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.


<PAGE>

SECTION 2.07.     REPLACEMENT NOTES.

            If any mutilated Note is surrendered to the Trustee or the Company
and the Trustee receives evidence to its satisfaction of the destruction, loss
or theft of any Note, the Company shall issue and the Trustee, upon receipt of
an Authentication Order, shall authenticate a replacement Note if the Trustee's
requirements are met. If required by the Trustee or the Company, an indemnity
bond shall be required by the Holder that is sufficient in the judgment of the
Trustee and the Company to protect the Company, the Trustee, any Agent and any
authenticating agent from any loss that any of them may suffer if a Note is
replaced. The Company may charge for its expenses (including reasonable expenses
of counsel) in replacing a Note.

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

SECTION 2.08.     OUTSTANDING NOTES.

            The Notes outstanding at any time are all the Notes authenticated by
the Trustee except for those cancelled by it, those delivered to it for
cancellation, those reductions in the interest in a Global Note effected by the
Trustee in accordance with the provisions hereof, and those described in this
Section as not outstanding. Except as set forth in Section 2.09 hereof, a Note
does not cease to be outstanding because the Company or an Affiliate of the
Company holds the Note.

            If a Note is replaced pursuant to Section 2.07 hereof, it ceases to
be outstanding unless the Trustee receives proof satisfactory to it that the
replaced Note is held by a bona fide purchaser.

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

            If the Paying Agent (other than the Company, a Subsidiary or an
Affiliate of any thereof) holds, on a redemption date or maturity date, money
sufficient to pay Notes payable on that date, then on and after that date such
Notes shall be deemed to be no longer outstanding and shall cease to accrue
interest.

SECTION 2.09.     TREASURY NOTES.

            In determining whether the Holders of the required principal amount
of Notes have concurred in any direction, waiver or consent, Notes owned by the
Company, or by any Affiliate (other than (i) any Affiliate who is an Affiliate
solely on account of his or its ownership of securities of the Company,
membership on the Board of Directors of the Company or employment by the Company
or any Affiliate of the Company, and (ii) any other Affiliate who is an

<PAGE>

Affiliate solely on account of his or its relationship with any Person described
in clause (i) above, except in any case to the extent such Person is an
affiliate as described in Section 316(a) of the TIA) of the Company, shall be
considered as though not outstanding, except that for the purposes of
determining whether the Trustee shall be protected in relying on any such
direction, waiver or consent, only Notes that a Trust Officer the Trustee
actually knows are so owned shall be so disregarded.

SECTION 2.10.     TEMPORARY NOTES.

            Until certificates representing Notes are ready for delivery, the
Company may prepare and the Trustee, upon receipt of an Authentication Order,
shall authenticate temporary Notes. Temporary Notes shall be substantially in
the form of certificated Notes but may have variations that the Company
considers appropriate for temporary Notes and as shall be reasonably acceptable
to the Trustee. Without unreasonable delay, the Company shall prepare and the
Trustee shall authenticate definitive Notes in exchange for temporary Notes.

            Holders of temporary Notes shall be entitled to all of the benefits
of this Indenture.

SECTION 2.11.     CANCELLATION.

            The Company at any time may deliver Notes to the Trustee for
cancellation. The Registrar and Paying Agent shall forward to the Trustee any
Notes surrendered to them for registration of transfer, exchange or payment. The
Trustee and no one else shall cancel all Notes surrendered for registration of
transfer, exchange, payment, replacement or cancellation and shall dispose of
cancelled Notes in accordance with its procedures regarding the disposition of
cancelled securities. The Company may not issue new Notes to replace Notes that
it has paid or that have been delivered to the Trustee for cancellation.

SECTION 2.12.     DEFAULTED INTEREST.

            If the Company defaults in a payment of interest on the Notes, it
shall pay the defaulted interest in any lawful manner plus, to the extent
lawful, interest payable on the defaulted interest, to the Persons who are
Holders on a subsequent special record date, in each case at the rate provided
in the Notes hereof. The Company shall notify the Trustee in writing of the
amount of defaulted interest proposed to be paid on each Note and the date of
the proposed payment. The Company shall fix or cause to be fixed each such
special record date and payment date; provided that no such special record date
shall be less than 10 days prior to the related payment date for such defaulted
interest. At least 15 days before the special record date, the Company (or, upon
the written request of the Company, the Trustee in the name and at the expense
of the Company) shall mail or cause to be mailed to Holders a notice that states
the special record date, the related payment date and the amount of such
interest to be paid.


<PAGE>

SECTION 2.13.     RECORD DATE.

            The Company may set a record date for purposes of determining the
identity of Holders entitled to vote or to consent to any action by vote or
consent authorized or permitted by Sections 6.04 and 6.05.

SECTION 2.14.     CUSIP NUMBERS.

            The Company in issuing the Notes 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 that any such notice may state
that no representation is made as to the correctness of such numbers either as
printed on the Notes or as contained in any notice of a redemption and that
reliance may be placed only on the other identification numbers printed on the
Notes, and any such redemption shall not be affected by any defect in or the
omission of such numbers. The Company will promptly notify the Trustee in
writing of any change in the CUSIP numbers.

                                  ARTICLE THREE

                                   REDEMPTION

SECTION 3.01.     NOTICES TO TRUSTEE.

            If the Company elects to redeem Notes pursuant to Paragraph 6 of the
Notes, it shall notify the Trustee and the Paying Agent in writing of the
Redemption Date and the principal amount of the Notes to be redeemed and, at its
option, instructing the Trustee to give notice of redemption to the Holders (at
the Company's expense) at least 45 days (unless a shorter notice shall be
satisfactory to the Trustee) but not more than 60 days before the Redemption
Date. Any such notice may be cancelled at any time prior to notice of such
redemption being mailed to any Holder and shall thereby be void and of no
effect.

SECTION 3.02.     SELECTION OF NOTES TO BE REDEEMED.

            If fewer than all of the Notes are to be redeemed, the Trustee shall
select the Notes to be redeemed in compliance with the requirements of the
principal national securities exchange, if any, on which the Notes being
redeemed are listed, or, if the Notes are not listed on a national securities
exchange, by lot or on a PRO RATA basis or by such other method as the Trustee
shall deem appropriate.

            The Trustee shall make the selection from the Notes outstanding and
not previously called for redemption and shall promptly notify the Company in
writing of the Notes selected for redemption and, in the case of any Note
selected for partial redemption, the principal amount thereof to be redeemed.
Notes in denominations of $1,000 may be redeemed only in whole. The Trustee may

<PAGE>

select for redemption portions (equal to $1,000 or any integral multiple
thereof) of the principal of Notes that have denominations larger than $1,000.
Provisions of this Indenture that apply to Notes called for redemption also
apply to portions of Notes called for redemption.

SECTION 3.03.     NOTICE OF REDEMPTION.

            At least 30 days but not more than 60 days before a Redemption Date,
the Company shall mail or cause to be mailed a notice of redemption by first
class mail to each Holder whose Notes are to be redeemed, with a copy to the
Trustee. At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at the Company's expense. Each notice for
redemption shall identify the Notes to be redeemed (including CUSIP number) and
shall state:

            (1) the Redemption Date;

            (2) the Redemption Price;

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

            (4) that Notes called for redemption must be surrendered to the
      Paying Agent to collect the Redemption Price;

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

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

            (7) if fewer than all the Notes are to be redeemed, the
      identification of the particular Notes (or portion thereof) to be
      redeemed, as well as the aggregate principal amount of Notes to be
      redeemed and the aggregate principal amount of Notes to be outstanding
      after such partial redemption.

SECTION 3.04.     EFFECT OF NOTICE OF REDEMPTION.

            Once notice of redemption is mailed in accordance with Section 3.03,
Notes called for redemption become due and payable on the Redemption Date and at
the Redemption Price. Upon surrender to the Trustee or Paying Agent, such Notes
called for redemption shall be paid at the Redemption Price.


<PAGE>

SECTION 3.05.     DEPOSIT OF REDEMPTION PRICE.

            On or before 11:00 a.m. (New York City time) on the Redemption Date,
the Company shall deposit with the Paying Agent U.S. Legal Tender sufficient to
pay the Redemption Price of all Notes to be redeemed on that date (other than
Notes or portions thereof called for redemption on that date which have been
delivered by the Company to the Trustee for cancellation). The Paying Agent
shall promptly return to the Company any U.S. Legal Tender so deposited which is
not required for that purpose, except with respect to monies owed as obligations
to the Trustee pursuant to Article Seven.

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

SECTION 3.06.     NOTES REDEEMED IN PART.

            Upon surrender of a Note that is to be redeemed in part, the Trustee
shall authenticate for the Holder a new Note or Notes equal in principal amount
to the unredeemed portion of the Note surrendered.

                                  ARTICLE FOUR

                                    COVENANTS

SECTION 4.01.     PAYMENT OF NOTES.

            The Company shall pay the principal of and interest on the Notes on
the dates and in the manner provided in the Notes. An installment of principal
of or interest on the Notes shall be considered paid on the date it is due if
the Trustee or Paying Agent (other than the Company or a Subsidiary of the
Company) holds on that date U.S. Legal Tender designated for and sufficient to
pay the installment.

            The Company shall pay interest on overdue principal and on overdue
installments of interest at the rate set forth in Paragraph 1 of the Notes.

            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.


<PAGE>

SECTION 4.02.     MAINTENANCE OF OFFICE OR AGENCY.

            The Company shall maintain the office or agency required under
Section 2.03. The Company shall give prior notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any
time the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the address of the
Trustee set forth in Section 11.02.

SECTION 4.03.     CORPORATE EXISTENCE.

            Except as otherwise permitted by Article Five, the Company shall do
or cause to be done all things necessary to preserve and keep in full force and
effect its corporate or other existence and the corporate or other existence of
each of its Restricted Subsidiaries in accordance with the respective
organizational documents of each such Restricted Subsidiary and the material
rights (charter and statutory) and franchises of the Company and each such
Restricted Subsidiary; PROVIDED, HOWEVER, that the Company shall not be required
to preserve, with respect to itself, any material right or franchise and, with
respect to any of its Restricted Subsidiaries, any such existence, material
right or franchise, if the Board of Directors or other equivalent governing body
of the Company or such Restricted Subsidiary, as the case may be, shall
determine that the preservation thereof is no longer desirable in the conduct of
the business of the Company or any such Restricted Subsidiary.

SECTION 4.04.     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, (i) all taxes, assessments
and governmental charges (including withholding taxes and any penalties,
interest and additions to taxes) levied or imposed upon it or any of its
Subsidiaries or properties of it or any of its Subsidiaries and (ii) all lawful
claims for labor, materials and supplies that, if unpaid, might by law become a
Lien upon the property of it or any of its Subsidiaries; provided, HOWEVER, that
the Company shall not be required to pay or discharge or cause to be paid or
discharged any such tax, assessment, charge or claim if either (a) the amount,
applicability or validity thereof is being contested in good faith by
appropriate proceedings and an adequate reserve has been established therefor to
the extent required by generally accepted accounting principles then in effect
or (b) the failure to make such payment or effect such discharge (together with
all other such failures) would not have a material adverse effect on the
financial condition or results of operations of the Company and its
Subsidiaries, taken as a whole.


<PAGE>

SECTION 4.05.     [Intentionally Omitted]

SECTION 4.06.     COMPLIANCE CERTIFICATE; NOTICE OF DEFAULT.

            (a) The Company shall deliver to the Trustee, within 120 days after
the end of the Company's fiscal year, an Officers' Certificate stating that a
review of its activities and the activities of its Subsidiaries during the
preceding fiscal year has been made under the supervision of the signing
Officers with a view to determining whether it has kept, observed, performed and
fulfilled its obligations under this Indenture and further stating, as to each
such Officer signing such certificate, that to the best of his knowledge the
Company during such preceding fiscal year has kept, observed, performed and
fulfilled each and every such covenant and no Default or Event of Default
occurred during such year and at the date of such certificate there is no
Default or Event of Default that has occurred and is continuing or, if such
signers do know of such Default or Event of Default, the certificate shall
describe the Default or Event of Default and its status with particularity. The
Officers' Certificate shall also notify the Trustee should the Company elect to
change the manner in which it fixes its fiscal year end. For purposes of this
Section 4.06(a), one of the Officers signing such Officers' Certificate shall be
the Chief Financial Officer, the Chief Executive Officer or the President of the
Company.

            (b) So long as not contrary to the then current recommendations of
the American Institute of Certified Public Accountants, the annual financial
statements delivered pursuant to Section 4.08 shall be accompanied by a written
report of the Company's independent public accountants (who shall be a firm of
established national reputation) that in conducting their audit of such
financial statements (which is directed primarily to the expression of their
opinion on such financial statements taken as a whole and not toward obtaining
knowledge of non-compliance with credit agreements) nothing has come to their
attention that would lead them to believe that the Company has violated any
provisions of Article Four or Five of this Indenture or, if any such violation
has occurred, specifying the nature and period of existence thereof, it being
understood that such accountants shall not be liable directly or indirectly to
any Person for any failure to obtain knowledge of any such violation.

            (c) (i) If any Default or Event of Default has occurred and is
continuing, the Company shall deliver to the Trustee by registered or certified
mail or by facsimile transmission followed by hard copy by registered or
certified mail an Officers' Certificate specifying such event, notice or other
action and what action the Company has taken or proposes to take with respect
thereto within five Business Days of its occurrence.

SECTION 4.07.     COMPLIANCE WITH LAWS.

            The Company shall comply, and shall cause each of its Subsidiaries
to comply, with all applicable statutes, rules, regulations, orders and
restrictions of the United States of America, all states and municipalities
thereof, and of any governmental department, commission, board, regulatory
authority, bureau, agency and instrumentality of the foregoing, in respect of

<PAGE>

the conduct of their respective businesses and the ownership of their respective
properties, except such as are being contested in good faith and by appropriate
proceedings and except for such noncompliances as could not in the aggregate be
reasonably expected to have a material adverse effect on the financial condition
or results of operations of the Company and its Subsidiaries taken as a whole.

SECTION 4.08.     COMMISSION REPORTS.
                  ------------------

            (a) The Company shall file with the Trustee and, if such filings are
not made available by the Commission free of charge over the Internet, mail to
each Holder, within 15 days after filing with the Commission, copies of the
annual, quarterly and current reports (or copies of such portions of any of the
foregoing as the Commission may by rules and regulations prescribe) which it is
required to file with the Commission pursuant to Section 13 or 15(d) of the
Exchange Act.

            (b) Notwithstanding that the Company is not required by law to
remain subject to the periodic reporting requirements of the Exchange Act, it
will nonetheless continue to file with the Commission and deliver to the
Trustee, and, if such filings are not made available by the Commission free of
charge over the Internet, to each Holder such annual, quarterly and current
reports which are specified in Section 13 or 15(d) of the Exchange Act. In
addition, the Company shall, at its cost, deliver to each Holder quarterly and
annual reports substantially equivalent to those which would be required under
the Exchange Act.

            (c) Delivery of such reports, information and documents to the
Trustee pursuant to this Section 4.08 is for informational purposes only and the
Trustee's receipt of such shall not constitute constructive notice of any
information contained therein, including the Company's compliance with any of
its covenants hereunder (as to which the Trustee is entitled to rely exclusively
on Officers' Certificates).

            (d) The Company will, for so long as any Notes remain outstanding,
furnish to the Holders and to securities analysts and prospective investors,
upon request, the information required to be delivered pursuant to Rule
144A(d)(4) under the Securities Act.

SECTION 4.09.     WAIVER OF STAY, EXTENSION OR USURY LAWS.

            The Company covenants (to the extent that it may lawfully do so)
that it will not at any time insist upon, plead, or in any manner whatsoever
claim or take the benefit or advantage of, any stay or extension law or any
usury law or other law that would prohibit or forgive the Company from paying
all or any portion of the principal of or interest on the Notes as contemplated
herein, wherever enacted, now or at any time hereafter in force, or which may
affect the covenants or the performance of this Indenture; and (to the extent
that it may lawfully do so) the Company hereby expressly waives all benefit or
advantage of any such law, and covenants that it will not hinder delay or impede

<PAGE>

the execution of any power herein granted to the Trustee, but will suffer and
permit the execution of every such power as though no such law had been enacted.

SECTION 4.10.     LIMITATION ON RESTRICTED PAYMENTS.

            The Company will not, and will not permit any of its Restricted
Subsidiaries to, make, directly or indirectly, any Restricted Payment; PROVIDED,
HOWEVER, that the Company and its Restricted Subsidiaries may make Restricted
Payments so long as at the time of the making of such Restricted Payment and
after giving effect thereto:

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

            (b) immediately after giving effect to such Restricted Payment, the
      Company would have been permitted to incur $1.00 of additional Debt
      pursuant to the terms of the first paragraph of Section 4.12 hereof; and

            (c) the aggregate amount expended by the Company and its Restricted
      Subsidiaries in connection with all Restricted Payments made subsequent to
      the Issue Date shall not exceed the sum of, without duplication, (i) the
      Company's Cumulative Credit (or, in the event such aggregate Cumulative
      Credit shall be a deficit, minus 100% of such deficit); (ii) 100% of the
      Net Cash Proceeds received by the Company from any Person (other than a
      Subsidiary of the Company) from the issuance and sale subsequent to
      January 1, 2004 of Qualified Capital Stock of the Company (excluding (A)
      Qualified Capital Stock made as a distribution on any Capital Stock or as
      interest on any Debt; (B) any such Net Cash Proceeds from issuances and
      sales of Qualified Capital Stock, where the purchase is financed directly
      or indirectly using funds borrowed from the Company or any Subsidiary of
      the Company and (C) any such Net Cash Proceeds from issuances and sales of
      Qualified Capital Stock to the extent such Net Cash Proceeds were used to
      redeem Notes pursuant to paragraph 6(b) of the Notes); (iii) 100% of the
      Net Cash Proceeds received by the Company from the exercise of options or
      warrants on Qualified Capital Stock of the Company since January 1, 2004
      (other than from a Subsidiary of the Company); (iv) 100% of the Net Cash
      Proceeds received by the Company from the conversion into Qualified
      Capital Stock of convertible Debt or convertible Preferred Stock issued
      and sold since January 1, 2004 (other than from a Subsidiary of the
      Company); (v) 100% of the aggregate net proceeds of any (a) sale or other
      disposition of Restricted Investments (which Investment was made after
      January 1, 2004) made by the Company or a Restricted Subsidiary of the
      Company, (b) dividends, whether liquidating or otherwise, from, or the
      sale of capital stock of, an Unrestricted Subsidiary, or (c) dividends,
      whether liquidating or otherwise, from Restricted Investments; and (vi)
      $75.0 million.

            Notwithstanding the foregoing, this restriction will not prevent (A)
the payment of any dividend within 60 days after the date of declaration if the

<PAGE>

dividend would have been permitted on the date of declaration; (B) so long as no
Default or Event of Default shall have occurred or be continuing or shall occur
as a consequence thereof, the acquisition of Capital Stock of the Company which
is funded either by the exchange of shares of Qualified Capital Stock of the
Company or from the Net Cash Proceeds of the substantially concurrent sale for
cash of shares of Qualified Capital Stock of the Company (other than to a
Subsidiary of the Company) which amount shall not then be included in (c)(ii) of
the immediately preceding paragraph; (C) so long as no Default or Event of
Default shall have occurred or be continuing or shall occur as a consequence
thereof, the purchase for value of shares of Capital Stock or warrants, options
or other rights to acquire Capital Stock held by directors, officers or
employees of the Company upon death, disability, retirement or termination of
employment in an aggregate amount not to exceed $3.0 million in any twelve-month
period; and (D) so long as no Default or Event of Default shall have occurred or
be continuing or shall occur as a consequence thereof, and immediately after
giving effect to such Restricted Payment, the Company would have been permitted
to incur at least $1.00 of additional Debt pursuant to the terms of the first
paragraph of Section 4.12, the commitment to purchase or purchase from the
Permitted Holders, of Capital Stock of the Company owned by any of them for an
aggregate purchase price of up to $75.0 million provided that (i) no more than
$25.0 million may be committed to be purchased, or purchased, prior to December
31, 2005 and (ii) no more than $25.0 million may be used to purchase Capital
Stock of Permitted Holders that are not Scudder Permitted Holders; PROVIDED,
HOWEVER, that, notwithstanding the foregoing, the Company and its Restricted
Subsidiaries may, at any time commit to purchase Capital Stock from the
Permitted Holders so long as the agreement evidencing such commitment provides
that the purchase will occur at a time permitted by this clause (D) and only to
the extent such purchase is permitted by this clause (D) as of the proposed
purchase date.

SECTION 4.11.     LIMITATION ON TRANSACTIONS WITH AFFILIATES.

            The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, enter into or permit to exist any
transaction (or series of related transactions) (each a "Transaction") with any
Affiliate of the Company or any Unrestricted Subsidiary of the Company,
including, without limitation, any sale, purchase, lease or loan or any other
direct or indirect payment, transfer or other disposition of assets, property or
services, unless (a) such Transaction is on terms no less favorable to the
Company or such Restricted Subsidiary, as the case may be, than those that could
be obtained in a comparable arm's-length transaction with an independent third
party (the "Fairness Condition") and (b) prior to effecting such Transaction,
the Company shall deliver to the Trustee (i) with respect to any Transaction
involving aggregate consideration in excess of $5.0 million, an officers'
certificate certifying that a majority of the disinterested members of the Board
of Directors of the Company has approved such Transaction and has determined
that the terms of such Transaction satisfy the Fairness Condition and (ii) in
addition, with respect to any Transaction involving (x) aggregate consideration
in excess of $5.0 million in which there are no disinterested directors or (y)
aggregate consideration in excess of $10.0 million, a written opinion from a
nationally recognized investment banking firm stating that the terms of such

<PAGE>

Transaction satisfy the Fairness Condition or are fair to the Company or such
Restricted Subsidiary from a financial point of view. Clause (b)(ii)(y) shall
not apply to purchases of newsprint in the ordinary course of business by the
Company and its Restricted Subsidiaries from Affiliates of the Company or of its
Restricted Subsidiaries. Notwithstanding the foregoing, this provision will not
apply to (A) any Transaction between (x) the Company and a Restricted Subsidiary
of the Company, (y) Restricted Subsidiaries of the Company (PROVIDED that in the
case of any Restricted Subsidiary that is not a Wholly Owned Subsidiary, no
affiliate of the Company is a direct or indirect investor in such Subsidiary
other than through the Company), or (z) the Company and its Restricted
Subsidiaries, on the one hand, and a Permitted Partnership, on the other hand,
in the ordinary course of business, (B) the making of Permitted Investments, (C)
the making of Restricted Payments in accordance with Section 4.10, (D) payments
to MediaNews Services for payroll and benefits and for up to $3.5 million per
year in reimbursement of other actual cash expenses paid by MediaNews Services
relating to the operation of the Company and its Restricted Subsidiaries (or
incurred on behalf of the Company and its Restricted Subsidiaries), (E) employee
benefits, insurance (including directors and officers insurance) and
compensation, including, without limitation, bonuses, retirement plans, equity
plans, directors fees and stock options, paid to or established for directors
and officers of the Company or any Restricted Subsidiary in the ordinary course
of business and approved by the Board of Directors (or any committee thereof) of
the Company, (F) any Transaction with an Affiliate to the extent that the only
consideration paid by the Company or any Restricted Subsidiary in such
Transaction is shares of the Company's Common Stock, and (G) Transactions
pursuant to any contract or agreement in effect on the Issue Date, as the same
may be amended, modified or replaced from time to time, so long as any such
contract or agreement as so amended, modified or replaced is, taken as a whole,
no less favorable in any material respect to the Company and its Restricted
Subsidiaries or to the holders of Notes than the contract or agreement as in
effect on the Issue Date. In connection with this covenant, other than with
respect to directors' and officers' insurance, any determination regarding
whether a director is "disinterested" will be made on the basis of whether such
director has, among other things, a personal stake in the business or
transactions requiring any such determination to be made.

SECTION 4.12.     LIMITATION ON ADDITIONAL DEBT.

            The Company shall not, and shall not permit its Restricted
Subsidiaries to, directly or indirectly, Issue any Debt, except that the Company
and/or its Restricted Subsidiaries may Issue Debt if (i) no Default or Event of
Default shall have occurred and be continuing at such time or shall occur as a
result of such issuance and (ii) at the time such Debt is so Issued and after
giving effect thereto and to the application of the net proceeds therefrom, the
Leverage Ratio of the Company shall not be greater than 6.75 to 1.

            The limitations set forth in the immediately preceding paragraph
will not apply to: (i) the Initial Notes; (ii) Existing Debt; (iii) Debt under
the Credit Facility, to the extent that the aggregate amount of such Debt does
not, at any time, exceed $750.0 million, less the aggregate amount of Net Cash

<PAGE>

Proceeds of Asset Sales that have been applied by the Company since the Issue
Date to the repayment of any term loans thereunder; (iv) Debt owing from or to
the Company and its Restricted Subsidiaries, PROVIDED that any Debt owing from
the Company to its Restricted Subsidiaries is subordinated to the Notes; (v)
other Debt issued hereafter not to exceed in the aggregate $50.0 million at any
one time outstanding; (vi) Debt in respect of Capitalized Lease Obligations and
Purchase Money Obligations not to exceed in the aggregate $50.0 million at any
one time outstanding; (vii) Acquired Debt; (viii) Debt incurred to renew,
refinance or extend any Debt described in either clause (i) or (ii) above or
represented by any Notes otherwise issued in compliance with this Indenture,
PROVIDED that (a) in the case of Debt incurred to renew, refinance or extend any
such Debt, the aggregate principal amount of Debt so issued (or, if such Debt is
issued at a price less than the principal amount thereof, the original issue
price) shall not exceed the aggregate principal amount of the Debt being
extended, renewed or refinanced plus any premium, "make-whole" amounts and
penalties actually paid on the Debt being extended, renewed or refinanced and
all reasonable fees and expenses payable in connection with such renewal,
refinancing or extension and (b) any Debt so issued shall not mature prior to
the earlier of (x) the stated maturity of the Debt being extended, renewed or
replaced and (y) 91 days following the stated maturity of the Notes and (ix)
Debt under Hedging Obligations; PROVIDED that (a) such Hedging Obligations are
designed to protect against fluctuations in interest or currency rates or
commodity prices and (b) in the case of any Hedging Obligations under clause (1)
of the definition thereof, (I) such Hedging Obligations relate to payment
obligations on Debt otherwise permitted to be incurred by this covenant, and
(II) the notional principal amount of such Hedging Obligations at the time
incurred does not exceed the amount of the Debt to which such Hedging
Obligations relate.

            For purposes of this covenant, the accretion of original issue
discount, the payment in kind of interest and dividends and the accrual of
interest and dividends shall not be deemed to be Issuances of such Debt (but the
accrual of any such amounts that constitute Debt shall be included for purposes
of determining the Leverage Ratio).

            If an item of Debt meets the criteria of more than one of the
categories described in clauses (i) through (ix) above or is permitted to be
incurred pursuant to the first paragraph of this covenant and also meets the
criteria of one or more of the categories described in clauses (i) through (ix)
above, the Company may, in its sole discretion, classify such item of Debt in
any manner that complies with this covenant and may from time to time reclassify
such item of Debt in any manner in which such item could be incurred at the time
of such reclassification; PROVIDED that Debt outstanding on the Issue Date under
the Credit Facility (and any refinancings thereof) shall first be deemed to be
incurred under clause (iii) and may not be reclassified.


<PAGE>

SECTION 4.13.   LIMITATION ON DIVIDEND AND OTHER PAYMENT
                RESTRICTIONS AFFECTING RESTRICTED SUBSIDIARIES.

            The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, create or otherwise cause or permit to
exist or become effective any consensual encumbrance or restriction on the
ability of any Restricted Subsidiary of the Company to (i) pay dividends or make
any other distributions on its Capital Stock or pay any Debt owed to the Company
or a Restricted Subsidiary of the Company, (ii) make loans or advances to the
Company or a Restricted Subsidiary of the Company or (iii) transfer any of its
properties or assets to the Company, except for encumbrances or restrictions
existing under or by reason of (A) applicable law, (B) the Indenture, (C)
agreements existing on the Issue Date, (D) the Credit Facility, (E) customary
non-assignment provisions of any lease or contract governing a leasehold
interest of the Company or a Restricted Subsidiary of the Company, (F) any
instrument governing or evidencing Acquired Debt of a Person at the time of such
acquisition, which encumbrance or restriction is not applicable to any Person,
or the properties or assets of any Person, other than the Person, or such
Person's property or assets, so acquired, PROVIDED that such Debt, and such
encumbrance or restriction, is not incurred in connection with, or in
contemplation of, such acquisition, (G) any encumbrances or restrictions
contained in any Debt governing any refinancings of the Debt or renewals of
other agreements referred to in clauses (C) or (F), PROVIDED that the
encumbrances and restrictions contained in any such refinancing agreement or
amendment, supplement, renewal or other modification are not materially less
favorable to the Holders than encumbrances and restrictions contained in such
agreements, (H) customary restrictions on such dividends, distributions, loans,
advances or transfers contained in agreements governing joint operating
agreements and joint ventures and shareholders agreements with minority
shareholders, (I) restrictions with respect to a Person that exist at the time
such Person is acquired by the Company or any Restricted Subsidiary (except to
the extent put in place in connection with or in contemplation of such
acquisition), which restrictions are not applicable to any Person, or the
properties or assets of any Person, other than the Person or the property or
assets of the Person so acquired, (J) restrictions in agreements governing Debt
incurred after the Issue Date that are, taken as a whole, no less favorable in
any material respect to the Holders than restrictions contained in agreements
governing Debt in effect on the Issue Date, (K) customary restrictions on
transfer of assets subject to a sale agreement entered into in compliance with
the Indenture and (L) restrictions on assignment of assets arising from Liens on
such assets that are permitted under this Indenture.

SECTION 4.14.     LIMITATION ON RESTRICTED AND UNRESTRICTED SUBSIDIARIES.

            The Board of Directors of the Company may, if no Default or Event of
Default shall have occurred and be continuing or would result therefrom,
designate any Restricted Subsidiary to be an Unrestricted Subsidiary if such
designation is at that time permitted by Section 4.10. The Board of Directors of
the Company may, if no Default or Event of Default shall have occurred and be
continuing or would result therefrom, designate an Unrestricted Subsidiary to be

<PAGE>

a Restricted Subsidiary; PROVIDED, HOWEVER, that (i) any such redesignation
shall be deemed to be an incurrence as of the date of such redesignation by the
Company and the Restricted Subsidiaries of Debt, if any, of such redesignated
Subsidiary for purposes of Section 4.12; and (ii) unless such redesignated
Restricted Subsidiary shall not have any Debt outstanding (other than Debt which
would be permitted under Section 4.12), no such designation shall be permitted
if immediately after giving effect to such redesignation and the incurrence of
any such Debt, the Company could not incur $1.00 of additional Debt pursuant to
the first paragraph of Section 4.12. Any such designation or redesignation by
the Board of Directors of the Company shall be evidenced to the Trustee by the
filing with the Trustee of a certified copy of the Board Resolution of the
Company's Board of Directors giving effect to such designation or redesignation
and an Officers' Certificate certifying that such designation or redesignation
complied with the foregoing conditions and setting forth in reasonable detail
the underlying calculations.

            Subsidiaries that are not designated by the Board of Directors as
Restricted or Unrestricted Subsidiaries will be deemed to be Restricted
Subsidiaries. The designation of a Restricted Subsidiary as an Unrestricted
Subsidiary shall be deemed to include a designation of all of the Subsidiaries
of such Unrestricted Subsidiary as Unrestricted Subsidiaries. As of the Issue
Date, there are no Unrestricted Subsidiaries.

SECTION 4.15.     LIMITATION ON SENIOR SUBORDINATED DEBT.

            The Company will not, directly or indirectly, become liable,
contingently or otherwise, with respect to any Debt that is subordinated or
junior in right of payment to any Senior Debt of the Company and senior in right
of payment to the Notes.

SECTION 4.16.     CHANGE OF CONTROL.

            (a) In the event of a Change of Control, the Company shall make an
offer to repurchase all or a portion of the outstanding Notes pursuant to the
offer described in paragraph (b) below (the "Change of Control Offer") at a
purchase price equal to 101% of the principal amount thereof plus accrued and
unpaid interest thereon, if any, to the date of repurchase.

            (b) Prior to the repurchase of the Notes, the Company shall (i)
repay in full all Senior Debt the terms of which require repayment upon a Change
of Control or offer to repay in full all such Debt and to repay the Debt owed to
each holder of such Debt which has accepted such offer, or (ii) obtain the
requisite consents under such Senior Debt to permit the repurchase of the Notes
as provided below. The Company shall first comply with the covenant in the
preceding sentence before it shall repurchase Notes pursuant to the provisions
described in this Section 4.16. Within 10 Business Days after the date upon
which the Change of Control occurs (the "Change of Control Date") requiring the
Company to make a Change of Control Offer pursuant to this Section 4.16 and the
conditions set forth in the preceding sentence are satisfied, the Company shall
so notify the Trustee.


<PAGE>

            (c) The notice to the Holders shall contain all instructions and
materials necessary to enable such Holders to tender (or cause to be transferred
by book-entry) Notes pursuant to the Change of Control Offer. Within 20 Business
Days following any Change of Control Date, the Company shall send, by first
class mail, a notice to each Holder, with a copy to the Trustee, which notice
shall govern the terms of the Change of Control Offer. Such notice shall state:

            (1) that the Change of Control Offer is being made pursuant to this
      Section 4.16 and that all Notes tendered will be accepted for payment;

            (2) the purchase price (including the amount of accrued interest)
      and the purchase date (which shall be no earlier than 30 days nor later
      than 45 days from the date such notice is mailed, other than as may be
      required by law) (the "Change of Control Payment Date");

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

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

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

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

            (7) that Holders whose Notes are purchased only in part will be
      issued new Notes in a principal amount equal to the unpurchased portion of
      the Notes surrendered; and

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

            On or before the Change of Control Payment Date, the Company shall
(i) accept for payment Notes or portions thereof tendered pursuant to the Change
of Control Offer, (ii) deposit with the Paying Agent U.S. Legal Tender
sufficient to pay the purchase price of all Notes so tendered and (iii) deliver
to the Trustee (or, in the case of a book-entry transfer, evidence satisfactory
to the Trustee of such Notes) Notes so accepted together with an Officers'

<PAGE>

Certificate stating the Notes or portions thereof being purchased by the
Company. The Paying Agent shall promptly mail to the Holders of Notes so
accepted payment in an amount equal to the purchase price, and the Trustee shall
promptly authenticate and mail to such Holders (or cause to be transferred by
book-entry) new Notes equal in principal amount to any unpurchased portion of
the Notes surrendered. Any Notes not so accepted shall be promptly mailed by the
Company to the Holder thereof. For purposes of this Section 4.16, the Trustee
shall act as the Paying Agent.

            Any amounts remaining after the purchase of Notes pursuant to a
Change of Control Offer shall be returned by the Trustee to the Company.

            (d) The Company will comply, to the extent applicable, with the
requirements of Section 14(e) of the Exchange Act and any other securities laws
or regulations in connection with the repurchase of Notes pursuant to this
Section 4.16. To the extent that the provisions of any securities laws or
regulations conflict with provisions of the covenant described hereunder, the
Company will comply with the applicable securities laws and regulations and will
be deemed not to have breached its obligations under this Section 4.16 by virtue
thereof.

            (e) 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 at the same or a higher purchase price, at the same times and otherwise in
substantial compliance with the requirements applicable to a Change of Control
Offer otherwise required to be made by the Company and purchases all Notes
validly tendered and not withdrawn upon such Change of Control Offer.

            (f) A Change of Control Offer may be made in advance of a Change of
Control, and conditioned upon such Change of Control, if a definitive agreement
is in place for the Change of Control at the time of making of the Change of
Control Offer. Notes repurchased by the Company pursuant to a Change of Control
Offer will have the status of Notes issued but not outstanding or will be
retired and cancelled, at the option of the Company. Notes purchased by a third
party pursuant to the preceding paragraph will have the status of Notes issued
and outstanding.

SECTION 4.17.     LIMITATION ON SALES OF ASSETS.

            The Company shall not, and shall not permit its Restricted
Subsidiaries to, directly or indirectly, consummate any Asset Sale unless: (a)
at least 75% of the consideration therefor received by the Company or such
Restricted Subsidiary shall be in the form of cash or Cash Equivalents,
PROVIDED, that the amount of (i) any liabilities (as shown on the Company's or
such Restricted Subsidiary's most recent balance sheet or in the notes thereto)
of the Company or any Restricted Subsidiary (other than liabilities that are by
their terms subordinated to the Notes or any guarantee thereof) that are assumed
by the transferee of any such assets shall be excluded from such calculation and
(ii) any notes or other obligations received by the Company or any such

<PAGE>

Restricted Subsidiary from such transferee that are converted by the Company or
such Restricted Subsidiary within 30 days of receipt thereof into cash (to the
extent of the cash received) shall be deemed, to the extent of cash so received,
to be cash for purposes of this provision; (b) the Company or such Restricted
Subsidiary shall have received consideration in such Asset Sale at least equal
to the fair market value of the assets sold in such Asset Sale (as determined in
good faith by the Board of Directors of the Company); and (c) such Asset Sale is
approved in writing by the Board of Directors of the Company; PROVIDED, HOWEVER,
that clause (a) above and the next paragraph shall not apply to the extent an
Asset Sale consists of the exchange of one or more newspapers, Permitted
Investments or assets or properties utilized in a Permitted Business for one or
more newspapers, Permitted Investments or assets or properties utilized in a
Permitted Business.

            The Company will, and will cause each such Restricted Subsidiary to,
apply the Net Cash Proceeds from any such Asset Sale within 360 days of receipt
thereof to (i) reinvestment by the Company or such Restricted Subsidiary in a
Permitted Investment or property or assets to be employed in a Permitted
Business, (ii) the permanent repayment of Debt (including premium) of the
Company or its Restricted Subsidiaries that is held by a person other than a
Restricted Subsidiary or Affiliate of the Company, or (iii) the repurchase of
Notes tendered as described in the immediately succeeding paragraph. Any Net
Cash Proceeds from Asset Sales that are not applied as provided in clause (i) or
(ii) of the preceding sentence shall constitute "Excess Proceeds."

            In the event the Company or any Restricted Subsidiary shall have
received any Excess Proceeds, the Company will make an offer to all Holders to
purchase the maximum principal amount of Notes that may be purchased out of such
Excess Proceeds, at an offer price, in cash in an amount equal to 100% of the
outstanding principal amount thereof, plus the accrued and unpaid interest
thereon, if any, to the date fixed for the closing of such offer, in accordance
with the procedures set forth in this Indenture. To the extent that the
aggregate principal amount of Notes tendered pursuant to an offer to purchase is
less than the Excess Proceeds, the Company may use such excess for any purpose
not prohibited by the Indenture. If the aggregate principal amount of Notes
surrendered by Holders thereof exceeds the amount of Excess Proceeds, the
Trustee shall select the Notes to be purchased on a pro rata basis.
Notwithstanding the foregoing, if after applying any Net Cash Proceeds received
from Asset Sales in accordance with clauses (i) and (ii) of the immediately
preceding paragraph, Excess Proceeds are less than $10.0 million, the
application of such Excess Proceeds to repurchase the Notes may be deferred
until such time as such Excess Proceeds are at least equal to $10.0 million, at
which time the Company or such Restricted Subsidiary shall, within 30 days,
apply all such Excess Proceeds to an offer to repurchase the Notes.

            The Company will comply, to the extent applicable, with the
requirements of Section 14(e) of the Exchange Act and any other securities laws
or regulations in connection with the repurchase of Notes pursuant to the
covenant described hereunder. To the extent that the provisions of any
securities laws or regulations conflict with provisions of this Section 4.17,

<PAGE>

the Company will comply with the applicable securities laws and regulations and
will be deemed not to have breached its obligations under this Section 4.17 by
virtue thereof.

SECTION 4.18.     LIMITATION ON LIENS SECURING CERTAIN DEBTS.

            The Company will not, and will not permit any of its Restricted
Subsidiaries to, create, incur, assume or suffer to exist any Liens that secure
any Debt of the Company which is PARI PASSU with or subordinate in right of
payment to the Notes unless the Notes are secured equally and ratably with such
Debt (but on a senior basis if such other Debt is subordinate to the Notes) as
long as such Debt is so secured. Notwithstanding the foregoing, any amounts
deposited with any trustee or Person performing similar functions with respect
to any outstanding Debt in connection with the discharge or defeasance of such
Debt in a transaction that otherwise complies with this Indenture, which
deposited amounts are subject to the Lien of the Person with whom such amounts
have been deposited or the holders of the obligations thereunder, shall not be
deemed to be subject to a Lien prohibited by the Indenture as a result thereof.

SECTION 4.19.     LIMITATION ON BUSINESS.

            The Company will not, and will not permit any of its Restricted
Subsidiaries to, engage in any business other than a Permitted Business (other
than maintaining any Restricted Investment made in accordance with the
Indenture), PROVIDED, HOWEVER, that the Company and its Restricted Subsidiaries
may continue the business of any Restricted Subsidiary acquired in accordance
with the terms of this Indenture.

SECTION 4.20.     INVESTMENT COMPANY ACT.

            The Company will not take any action that would require it or any of
its Restricted Subsidiaries to register as an investment company under the
Investment Company Act of 1940.

                                  ARTICLE FIVE

                              SUCCESSOR CORPORATION

SECTION 5.01.     WHEN COMPANY MAY MERGE, ETC.

            (a) The Company shall not, in a single transaction or through a
series of related transactions, consolidate with or merge with or into, or sell,
assign, transfer, lease, convey or otherwise dispose of all or substantially all
of its assets to, another Person or adopt any plan of liquidation, unless:


<PAGE>

            (1) either (x) the Company shall be the survivor of such merger or
      consolidation or (y) the surviving Person (the "Survivor") is a
      corporation, partnership, limited liability company or trust organized and
      existing under the laws of the United States, any State thereof or the
      District of Columbia;

            (2) such Survivor shall expressly assume, by an indenture
      supplemental hereto, executed and delivered to the Trustee on or prior to
      the consummation of such transaction, in a form satisfactory to the
      Trustee, all the obligations of the Company under the Notes and this
      Indenture;

            (3) immediately after giving effect to such transaction (including
      any Debt incurred or anticipated to be incurred in connection with such
      transaction) on a pro forma basis as if such transaction and the
      incurrence of any such Debt had occurred at the beginning of the
      four-quarter period immediately preceding such transaction, the Survivor
      or the Company, as the case may be, would have been permitted to incur
      $1.00 of additional Debt in compliance with Section 4.12;

            (4) immediately after giving effect to such transaction (including
      any Debt incurred or anticipated to be incurred in connection with such
      transaction) no Default or Event of Default shall have occurred and be
      continuing;

            (5) the Company has delivered to the Trustee an Officers'
      Certificate and an Opinion of Counsel, each stating that such
      consolidation, merger, transfer or adoption and such supplemental
      indenture comply with this Article Five, that the Survivor (if other than
      the Company) agrees to be bound hereby, and that all conditions precedent
      herein provided relating to such transaction have been satisfied.

            (b) For purposes of the foregoing, the transfer (by lease,
assignment, sale or otherwise, in a single transaction or series of
transactions) of all or substantially all of the properties and assets of one or
more Subsidiaries of the Company, the Capital Stock of which constitutes all or
substantially all of the properties and assets of the Company, shall be deemed
to be the transfer of all or substantially all of the properties and assets of
the Company.

SECTION 5.02.     SUCCESSOR CORPORATION SUBSTITUTED.

            Upon any consolidation or merger, or any transfer of assets in
accordance with Section 5.01, the successor Person formed by such consolidation
or into which the Company is merged or to which such transfer is made shall
succeed to, and be substituted for, and may exercise every right and power of,
the Company under this Indenture with the same effect as if such successor
Person had been named as the Company herein. When a successor corporation
assumes all of the obligations of the Company hereunder and under the Notes and
agrees to be bound hereby and thereby, the predecessor shall be released from
such obligations.


<PAGE>

                                   ARTICLE SIX

                              DEFAULT AND REMEDIES

SECTION 6.01.     EVENTS OF DEFAULT.

            An "Event of Default" occurs if:

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

            (2) the Company defaults in the payment of the stated principal of,
      or premium, if any, on any Note when and as the same becomes due and
      payable at maturity, upon acceleration, redemption or otherwise, or
      pursuant to a Change of Control Offer or an Asset Sale (whether or not
      such payment shall be prohibited by Article Ten);

            (3) the Company fails to observe or perform (a) any covenant or
      agreement contained in Section 4.10, 4.12, 4.14, 4.15, 4.17, 4.18 or 5.01
      of this Indenture, or (b) any other covenant or agreement contained in the
      Notes or this Indenture, and, in each case, the Default continues for the
      period and after the notice specified below;

            (4) failure to pay at final maturity (after any stated grace period)
      the principal of and interest on one or more classes of Debt of the
      Company or any of its Restricted Subsidiaries, whether such Debt is
      outstanding on the Issue Date or thereafter incurred having, individually
      or in the aggregate, an outstanding principal amount exceeding $20.0
      million or more or any Debt having, individually or in the aggregate, an
      outstanding principal amount exceeding $20.0 million is declared due and
      payable prior to the stated maturity;

            (5) one or more judgments for the payment of money in an aggregate
      amount in excess of $20.0 million are entered against the Company or any
      of its Significant Subsidiaries and such judgments remain undischarged and
      unstayed for a period of 60 days after such judgment or judgments become
      final and nonappealable and after notice specified below;

            (6) the Company or any Significant Subsidiary (A) admits in writing
      its inability to pay its debts generally as they become due, (B) commences
      a voluntary case or proceeding under any Bankruptcy Law with respect to
      itself, (C) consents to the entry of a judgment, decree or order for
      relief against it in an involuntary case or proceeding under any
      Bankruptcy Law, (D) consents to the appointment of a Custodian of it or
      for substantially all of its property, (E) consents to or acquiesces in
      the institution of a bankruptcy or an insolvency proceeding against it,
      (F) makes a general assignment for the benefit of its creditors, or (G)

<PAGE>

      takes any corporate action to authorize or effect any of the foregoing;
      and

            (7) a court of competent jurisdiction enters a judgment, decree or
      order for relief in respect of the Company or any Significant Subsidiary
      in an involuntary case or proceeding under any Bankruptcy Law, which shall
      (A) approve as properly filed a petition seeking reorganization,
      arrangement, adjustment or composition in respect of the Company or any
      Significant Subsidiary, (B) appoint a Custodian of the Company or any
      Significant Subsidiary or for substantially all of its property or (C)
      order the winding-up or liquidation of its affairs; and such judgment,
      decree or order shall remain unstayed and in effect for a period of 60
      consecutive days.

            A Default under clause (3) above (other than in the case of any
Default under Section 5.01, which Default shall be an Event of Default with the
notice specified in this paragraph but without the passage of time specified in
this paragraph) is not an Event of Default until the Trustee notifies the
Company, or the Holders of at least 25% in aggregate principal amount of the
outstanding Notes notify the Company and the Trustee of the Default, and the
Company does not cure the Default within (i) in the case of clause 3(a) above
(except in the case of Section 5.01 hereof), 30 days, and (ii) in the case of
clause 3(b) above, 45 days, in each case after receipt of the notice. The notice
must specify the Default, demand that it be remedied and state that the notice
is a "Notice of Default." Such notice shall be given by the Trustee if so
requested by the Holders of at least 25% in principal amount of the Notes then
outstanding. A Default under clause (5) above shall be an Event of Default with
the notice specified in this paragraph but without the passage of time referred
to in this paragraph.

SECTION 6.02.     ACCELERATION.

            (a) If an Event of Default (other than an Event of Default specified
in Section 6.01(6) or (7) with respect to the Company) occurs and is continuing
and has not been waived pursuant to Section 6.04, the Trustee may, by notice to
the Company, or the Holders of at least 25% in principal amount of the Notes
then outstanding may, by written notice to the Company and the Trustee
specifying the respective Event of Default and that it is a "notice of
acceleration", and the Trustee shall, upon the request of such Holders, declare
(a "Declaration") the aggregate principal amount of the Notes outstanding,
together with accrued but unpaid interest thereon to the date of payment, to be
due and payable (the "Default Amount") and, upon any such declaration, the same
shall become immediately due and payable; PROVIDED, HOWEVER, that in the event
there shall be any amounts outstanding under Designated Senior Debt, the Default
Amount shall not become due and payable until the earlier to occur of either (x)
an acceleration, or a failure to pay at final maturity, under Designated Senior
Debt, or (y) five Business Days after the notice of acceleration has been sent
to the Company and each of the Representatives under Designated Senior Debt (if
any) unless no Events of Default shall be then continuing; and PROVIDED,
FURTHER, HOWEVER, that the Trustee shall be under no obligation to follow any
request of any of the Holders unless such Holders shall have offered to the

<PAGE>

Trustee, after request by the Trustee, reasonable security or indemnity against
the costs, expenses and liabilities which may be incurred by it in compliance
with such request, order or direction.

            (b) If an Event of Default specified in Section 6.01(6) or (7)
occurs with respect to the Company, the Default Amount shall IPSO FACTO become
and be immediately due and payable without any declaration or other act on the
part of the Trustee or any Holder.

            (c) Upon payment of the Default Amount all of the Company's
obligations under the Notes and this Indenture, other than obligations under
Section 7.07, shall terminate. The Holders of a majority in aggregate principal
amount of the Notes then outstanding by notice to the Trustee may rescind a
Declaration and its consequences if (i) the rescission would not conflict with
any judgment or decree of a court of competent jurisdiction, (ii) all existing
Events of Default, other than the non-payment of the principal and interest on
the Notes which have become due solely by such declaration of acceleration, have
been cured or waived, (iii) to the extent the payment of such interest is
lawful, interest on overdue installments of interest and overdue principal,
which has become due otherwise than by such declaration of acceleration, has
been paid, (iv) the Company has paid the Trustee its reasonable compensation and
reimbursed the Trustee for its expenses, disbursements and advances and (v) in
the event of the cure or waiver of a Default or Event of Default of the type
described in Section 6.01(6) or (7), the Trustee shall have received an
Officers' Certificate and an opinion of Counsel that such Default has been cured
or waived. No such rescission shall affect any subsequent Default or impair any
right consequent thereto.

SECTION 6.03.     OTHER REMEDIES.

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

            The Trustee may maintain a proceeding even if it does not possess
any of the Notes or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Holder in exercising any right or remedy accruing
upon 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 to the extent permitted by
law.

SECTION 6.04.     WAIVER OF PAST DEFAULTS.

            Subject to Sections 6.07 and 9.02, the Holders of a majority in
aggregate principal amount of the outstanding Notes by notice to the Trustee may
waive an existing Default or Event of Default and its consequences, except a
Default with respect to a covenant or provision of this Indenture or the Notes

<PAGE>

that could not be modified or amended without the consent of the Holder of each
outstanding Note affected.

SECTION 6.05.     CONTROL BY MAJORITY.

            The Holders of a majority in principal amount of the outstanding
Notes may direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee or exercising any trust or power conferred on it
including, without limitation, any remedies provided for in Section 6.03.
Subject to Section 7.01, however, the Trustee may refuse to follow any direction
that conflicts with any law or this Indenture that the Trustee determines may be
unduly prejudicial to the rights of another Holder, or that may involve the
Trustee in personal liability; PROVIDED that the Trustee may take any other
action deemed proper by the Trustee which is not inconsistent with such
direction.

SECTION 6.06.     LIMITATION ON SUITS

            A Holder may not pursue any remedy with respect to this Indenture or
the Notes unless:

            (1) such Holder gives to the Trustee notice of a continuing Event of
      Default;

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

            (3) such Holder offers to the Trustee reasonable indemnity against
      any loss, liability or expense to be incurred in compliance with such
      request;

            (4) the Trustee does not comply with the request within 45 days
      after receipt of the request and the offer of satisfactory indemnity; and

            (5) during such 45-day period the Holders of a majority in principal
      amount of the outstanding Notes do not give the Trustee a direction which,
      in the opinion of the Trustee, is inconsistent with the request.

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

SECTION 6.07.     RIGHTS OF HOLDERS TO RECEIVE PAYMENT.

            Notwithstanding any other provision of this Indenture, the right of
any Holder to receive payment of principal of and interest on a Note, on or
after the respective due dates expressed in such Note, or to bring suit for the
enforcement of any such payment on or after such respective dates, shall not be
impaired or affected without the consent of such Holder.


<PAGE>

SECTION 6.08.     COLLECTION SUIT BY TRUSTEE.

            If an Event of Default in payment of principal or interest specified
in clause (1) or (2) of Section 6.01 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 of principal and accrued interest remaining unpaid,
together with interest on overdue principal and, to the extent that payment of
such interest is lawful, interest on overdue installments of interest, in each
case at the rate per annum borne by the Notes and such further amount as shall
be sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel.

SECTION 6.09.     TRUSTEE MAY FILE PROOFS OF CLAIM.

            The Trustee may file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses, taxes,
disbursements and advances of the Trustee, its agents and counsel) and the
Holders, allowed in any judicial proceedings relating to the Company or any
other obligor upon the Notes, any of their respective creditors or any of their
respective property and shall be entitled and empowered to collect and receive
any monies or other property payable or deliverable on any such claims and to
distribute the same, and any Custodian in any such judicial proceedings is
hereby authorized by each Holder to make such payments to the Trustee and, in
the event that the Trustee shall consent to the making of such payments directly
to the Holders, to pay to the Trustee any amount due to it for the reasonable
compensation, expenses, taxes, disbursements and advances of the Trustee, its
agents and counsel, and any other amounts due the Trustee under Section 7.07.
Nothing herein contained shall be deemed to authorize the Trustee to authorize
or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Notes or
the rights of any Holder thereof, or to authorize the Trustee to vote in respect
of the claim of any Holder in any such proceeding.

SECTION 6.10.     PRIORITIES.

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

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

            Second:  if the Holders are forced to proceed against the Company
      directly without the Trustee, to Holders for their collection costs;

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


<PAGE>

            Fourth:  to the Company or as a court of competent jurisdiction
      may direct.

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

SECTION 6.11.     UNDERTAKING FOR COSTS.

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

                                  ARTICLE SEVEN

                                     TRUSTEE

            The Trustee hereby accepts the trust imposed upon it by this
Indenture and covenants and agrees to perform the same, as herein expressed.

SECTION 7.01.     DUTIES OF TRUSTEE.

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

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

            (1) The Trustee need perform only those duties as are specifically
      set forth in this Indenture and no covenants or obligations shall be
      implied in this Indenture that are adverse to the Trustee.

            (2) In the absence of bad faith on its part, the Trustee may
      conclusively rely, as to the truth of the statements and the correctness
      of the opinions expressed therein, upon certificates or opinions 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
      provision hereof are specifically required to be furnished to the Trustee,
      the Trustee shall be under a duty to examine the same to determine whether

<PAGE>

      or not they conform to the requirements of this Indenture (but need not
      confirm or investigate the accuracy of mathematical calculations or other
      facts stated therein).

            (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 7.01.

            (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.

            (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 Sections 6.02 or 6.05.

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

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

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

SECTION 7.02.     RIGHTS OF TRUSTEE.

            Subject to Section 7.01:

            (a) The Trustee may conclusively rely and shall be fully protected
      in acting or refraining from acting upon any document believed by it to be
      genuine and to have been signed or presented by the proper Person. The
      Trustee need not investigate any fact or matter stated in the document.

            (b) Before the Trustee acts or refrains from acting, it may consult
      with counsel of its selection (provided such counsel is reasonably
      acceptable to the Company) and may require an Officers' Certificate or an
      opinion of Counsel, which shall conform to Sections 11.04 and 11.05. The

<PAGE>

      Trustee shall not be liable for any action it takes or omits to take in
      good faith in reliance on the advice of such counsel or on such
      certificate or opinion.

            (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 that it takes or
      omits to take in good faith which it believes to be authorized or within
      its rights or powers.

            (e) The Trustee shall not be bound to make any investigation into
      the facts or matters stated in any resolution, certificate, statement,
      instrument, opinion, notice, request, direction, consent, order, bond,
      debenture, or other paper or document, but the Trustee, in its discretion,
      may make such further inquiry or investigation into such facts or matters
      as it may see fit, and, if the Trustee shall determine to make such
      further inquiry or investigation, it shall be entitled, upon reasonable
      notice to the Company, to examine the books, records, and premises of the
      Company, personally or by agent or attorney at the sole cost of the
      Company and shall incur no liability or additional liability of any kind
      by reason of such inquiry or investigation.

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

            (g) Any request or direction of the Company mentioned herein shall
      be sufficiently evidenced by a Company request or Company order and any
      resolution of the Board of Directors may be sufficiently evidenced by a
      Board Resolution.

            (h) The Trustee shall not be deemed to have notice of any Default or
      Event of Default unless a Trust Officer of the Trustee has actual
      knowledge thereof or unless written notice of any event which is in fact
      such a default is received by the Trustee at the Corporate Trust Office of
      the Trustee, and such notice references the notes and this Indenture.

            (i) Whenever in the administration of this Indenture the Trustee
      shall deem it desirable that a matter be proved or established prior to
      taking, suffering or omitting any action hereunder, the Trustee (unless
      other evidence be herein specifically prescribed) may, in the absence of
      bad faith on its part, conclusively rely upon an Officers' Certificate.


<PAGE>

            (j) The Trustee may consult with counsel of its selection and the
      advice of such counsel or any Opinion of Counsel shall be full and
      complete authorization and protection in respect of any taken, suffered or
      omitted by it hereunder in good faith and in reliance thereon.

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

            (l) The Trustee may request that the Company deliver an Officers'
      Certificate setting forth the names of individuals and/or titles of
      officers authorized at such time to take specified actions pursuant to
      this Indenture, which Officers' Certificate may be signed by any person
      authorized to sign an Officers' Certificate, including any person
      specified as so authorized in any such certificate previously delivered
      and not superseded.

SECTION 7.03.     INDIVIDUAL RIGHTS OF TRUSTEE.

            The Trustee in its individual or any other capacity may become the
owner or pledgee of Notes and may otherwise deal with the Company or its
Affiliates with the same rights it would have if it were not Trustee. Any Agent
may do the same with like rights. However, the Trustee must comply with Sections
7.10 and 7.11.

SECTION 7.04.     TRUSTEE'S DISCLAIMER.

            The Trustee makes no representation as to the validity or adequacy
of this Indenture or the Notes, it shall not be accountable for the Company's
use of the proceeds from the Notes, and it shall not be responsible for any
statement in the Notes other than the Trustee's certificate of authentication.

SECTION 7.05.     NOTICE OF DEFAULT.

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

SECTION 7.06.     REPORTS BY TRUSTEE TO HOLDERS.

            Within 60 days after each May 15 beginning with the May 15 following
the Issue Date, the Trustee shall, to the extent that any of the events
described in TIA Sec. 313(a) occurred within the previous twelve months, but not

<PAGE>

otherwise, mail to each Holder a brief report dated as of such May 15 that
complies with TIA Sec. 313(a). The Trustee also shall comply with TIA Sec.
313(b) and 313(c).

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

            The Company shall promptly notify the Trustee if the Notes become
listed on any stock exchange and of any delisting thereof.

SECTION 7.07.     COMPENSATION AND INDEMNITY.

            The Company shall pay to the Trustee from time to time such
compensation as shall be agreed in writing between the Company and the Trustee
for its services. The Trustee's compensation shall not be limited by any law on
compensation of a trustee of an express trust. The Company shall reimburse the
Trustee upon request for all tax obligations imposed on the Trustee related to
this Indenture and all reasonable out-of-pocket expenses incurred or made by it.
Such expenses shall include the reasonable fees and expenses of the Trustee's
agents and counsel.

            The Company shall indemnify each of the Trustee and any predecessor
Trustee and their respective agents, employees, stockholders and directors for,
and hold them harmless against, any and all loss, liability, damage, claim or
expense, including taxes (other than taxes based on the income of the Trustee)
incurred by them except for such actions to the extent caused by any negligence
or bad faith on their part, arising out of or in connection with the acceptance
or administration of this trust including the reasonable costs and expenses of
defending themselves against any claim or liability in connection with the
exercise or performance of any of their rights, powers or duties hereunder. The
Trustee shall notify the Company promptly of any claim asserted against the
Trustee for which it may seek indemnity. The Company shall defend the claim and
the Trustee shall cooperate in the defense. The Trustee may have separate
counsel and the Company shall pay the reasonable fees and expenses of such
counsel, provided that counsel selected by the Company shall be the sole counsel
of record in any judicial or arbitral proceeding. The Company need not pay for
any settlement made without its written consent, which shall not be unreasonably
withheld. The Company need not reimburse any expense or indemnify against any
loss or liability to the extent incurred by the Trustee through its negligence,
bad faith or willful misconduct.

            To secure the Company's payment obligations in this Section 7.07,
the Trustee shall have a lien prior to the Notes on all assets or money held or
collected by the Trustee, in its capacity as Trustee, except assets or money
held in trust to pay principal of or interest on particular Notes.


<PAGE>

            When the Trustee incurs expenses or renders services after an Event
of Default specified in Section 6.01(6) or (7) occurs, such expenses and the
compensation for such services are intended to constitute expenses of
administration under any Bankruptcy Law.

            The provisions of this Section shall survive the termination of this
Indenture and the registration or removal of the Trustee.

SECTION 7.08.     REPLACEMENT OF TRUSTEE.

            The Trustee may resign by so notifying the Company. The Holders of a
majority in principal amount of the outstanding Notes may remove the Trustee by
so notifying the Company and the Trustee and may appoint a successor trustee.
The Company may 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 becomes incapable of acting.

            If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, the Company shall notify each Holder of such
event and shall promptly appoint a successor Trustee. Within one year after the
successor Trustee takes office, the Holders of a majority in principal amount of
the Notes may appoint a successor Trustee to replace the successor Trustee
appointed by the Company.

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

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

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


<PAGE>

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

SECTION 7.09.     SUCCESSOR TRUSTEE BY MERGER, ETC.

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

SECTION 7.10.     ELIGIBILITY; DISQUALIFICATION.

            This Indenture shall always have a Trustee who satisfies the
requirement of TIA Sec. 310(a)(1) and 310(a)(5). The Trustee (or in the case of
a corporation included in a bank holding company system, the related bank
holding company) shall have a combined capital and surplus of at least
$100,000,000 as set forth in its most recent published annual report of
condition. In addition, if the Trustee is a corporation included in a bank
holding company system, the Trustee, independently of such bank holding company,
shall meet the capital requirements of TIA Sec. 310(a)(2). The Trustee shall
comply with TIA Sec. 310(b); PROVIDED, HOWEVER, that there shall be excluded
from the operation of TIA Sec. 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 Sec. 310(b)(1) are met.

SECTION 7.11.     PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

            The Trustee shall comply with TIA Sec. 311(a), excluding any
creditor relationship listed in TIA Sec. 311(b). A Trustee who has resigned or
been removed shall be subject to TIA Sec. 311(a) to the extent indicated
therein.

                                  ARTICLE EIGHT

               SATISFACTION AND DISCHARGE OF INDENTURE; DEFEASANCE

SECTION 8.01.     TERMINATION OF COMPANY'S OBLIGATIONS.

            This Indenture shall be discharged and shall cease to be of further
effect (except that the Company's obligations under Sections 2.03, 2.06, 7.07,
8.04 and 8.05 shall survive the effect of this Article Eight until all Notes
have been cancelled) as to all outstanding Notes when the Company has paid all
sums payable by it under the Indenture and either:


<PAGE>

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

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

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

            In addition, the Company must deliver an Officers' Certificate and
an Opinion of Counsel stating that all conditions precedent to satisfaction and
discharge have been complied with.

            In addition, at the Company's option, either (a) the Company shall
be deemed to have been Discharged (as defined below) from its obligations under
the Indenture and the Notes ("legal defeasance"), except for the following
provisions which shall survive until otherwise terminated or discharged
hereunder: (i) the rights of Holders of outstanding Notes to receive solely from
the trust fund described in clause (1) below, payments in respect of the
principal of, premium, if any, and interest on such Notes when such payments are
due, (ii) the Company's obligations with respect to such Notes under Article Two
and Section 4.02 hereof, (iii) the rights, powers, trusts, duties and immunities
of the Trustee hereunder and the Company's obligations in connection therewith
and (iv) this Article Eight, at any time after the applicable conditions set
forth below have been satisfied or (b) the Company shall cease to be under any
obligation to comply with any term, provision or condition set forth in Sections
4.08, 4.10 through 4.20 and 5.01 ("covenant defeasance") at any time after the
applicable conditions set forth below have been satisfied:

            (1) The Company shall have deposited or caused to be deposited
      irrevocably with the Trustee as trust funds in trust, specifically pledged
      as security for, and dedicated solely to, the benefit of the Holders of
      the Notes (i) money in an amount, or (ii) U.S. Legal Tender or U.S.
      Government Obligations which through the payment of interest and principal
      in respect thereof in accordance with their terms will provide, not later
      than one business day before the due date of any payment, money in an
      amount, or (iii) a combination of (i) and (ii), sufficient, in the opinion
      of a nationally recognized firm of independent public accountants
      expressed in a written certification thereof delivered to the Trustee, to
      pay and discharge each installment of principal of, premium, if any, and

<PAGE>

      interest on the outstanding Notes to maturity or redemption, as the case
      may be; PROVIDED that no deposits made pursuant to this Section 8.01(l)
      shall cause the Trustee to have a conflicting interest as defined in and
      for purposes of the TIA; PROVIDED, FURTHER, that no such deposit shall
      result in the Company, the Trustee or the trust becoming or being deemed
      to be an "investment company" under the Investment Company Act of 1940;

            (2) No Event of Default or Default with respect to the Notes shall
      have occurred and be continuing on the date of such deposit or, insofar as
      Events of Default from bankruptcy or insolvency events are concerned, at
      any time in the period ending on the 91st day after the date of deposit;

            (3) The Company shall have delivered to the Trustee an Opinion of
      Counsel to the effect that the trust funds deposited pursuant to clause
      (1) above will not be subject to any applicable bankruptcy, insolvency,
      reorganization or similar laws affecting creditors' rights generally;

            (4) The Company shall have paid or duly provided for payment of all
      amounts then due to the Trustee pursuant to Section 7.07 hereof;

            (5) the Company delivers to the Trustee an Officers' Certificate and
      an Opinion of Counsel to the effect that 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 is a party or by which the Company is
      bound;

            (6) the Company delivers to the Trustee an Opinion of Counsel to the
      effect that the trust resulting from the deposit is not required to be
      registered as an investment company under the Investment Company Act of
      1940, as amended;

            (7) in the case of legal defeasance, the Company delivers to the
      Trustee an Opinion of Counsel confirming that (a) the Company has received
      from, or there has been published by, the Internal Revenue Service a
      ruling or (b) since the Issue Date, 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 Holder will
      not recognize income, gain or loss for Federal income tax purposes as a
      result of such legal 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;

            (8) in the case of covenant defeasance, the Company delivers to the
      Trustee an Opinion of Counsel confirming that the Holder will not
      recognize income, gain or loss for Federal income tax purposes as a result
      of such covenant defeasance and will be subject to Federal income tax on

<PAGE>

      the same amounts, in the same manner and at the same times as would have
      been the case if such covenant defeasance had not occurred; and

            (9) the Company delivers to the Trustee an Officers' Certificate and
      an Opinion of Counsel, each stating that all conditions precedent provided
      for relating to either the legal defeasance or the covenant defeasance, as
      the case may be, have been complied with.

            Notwithstanding the foregoing provisions of this Section, the
conditions set forth in the foregoing paragraphs (1)(iii), (2), (3), (5), (6)
and (7) need not be satisfied so long as, at the time the Company makes the
deposit described in paragraph (1), (i) no default under Section 6.01(l),
6.01(2), 6.01(3), 6.01(6) or 6.01(7) has occurred and is continuing on the date
of such deposit and after giving effect thereto and (ii) either (x) a notice of
redemption has been mailed pursuant to Section 3.03 providing for redemption of
all the Notes within 60 days after such mailing and the provisions of Article
Three with respect to such redemption shall have been complied with or (y) the
Stated Maturity of all of the Notes will occur within 30 days. If the conditions
of the preceding sentence are satisfied, the Company shall be deemed to have
exercised its covenant defeasance option.

            Before or after a deposit, the Company may make arrangements
satisfactory to the Trustee for the redemption of Notes at a future date in
accordance with Article Three. The Company may exercise its legal defeasance
option notwithstanding its prior exercise of its covenant defeasance option.

            "Discharged" means that the Company shall be deemed to have paid and
discharged the entire indebtedness represented by, and obligations under, the
Notes and to have satisfied all the obligations under this Indenture relating to
the Notes (and the Trustee, at the expense of the Company, shall execute proper
instruments acknowledging the same), except (i) the rights of the Holders of
Notes to receive, from the trust fund described in clause (1) above, payment of
the principal of and the interest on such Notes when such payments are due, (ii)
the Company's obligations with respect to the Notes under Article Two and
Section 4.02, (iii) the rights, powers, trusts, duties and immunities of the
Trustee hereunder and the Company's obligations in connection therewith and (iv)
this Article Eight.

SECTION 8.02.     ACKNOWLEDGMENT OF DISCHARGE BY TRUSTEE.

            Subject to Section 8.05, after (i) the conditions of Section 8.01
have been satisfied, (ii) the Company has paid or caused to be paid all other
sums payable hereunder by the Company and (iii) the Company has delivered to the
Trustee an Opinion of Counsel, stating that all conditions precedent referred to
in clause (i) above relating to the satisfaction and discharge of this Indenture
have been complied with, the Trustee upon written request shall acknowledge in
writing the discharge of the Company's obligations under this Indenture except
for those surviving obligations specified in this Article Eight.


<PAGE>

SECTION 8.03.     APPLICATION OF TRUST MONEY.

            The Trustee shall hold in trust, money, U.S. Legal Tender or U.S.
Government Obligations deposited with it pursuant to Section 8.01. It shall
apply the deposited money and the money from U.S. Legal Tender and U.S.
Government Obligations through the Paying Agent and in accordance with this
Indenture to the payment of principal and accrued and unpaid interest on the
Notes.

            The Company shall pay and indemnify the Trustee against any tax, fee
or other charge imposed on or assessed against the U.S. Legal Tender or U.S.
Government Obligations deposited pursuant to Section 8.01 or the principal and
interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of outstanding Notes.

SECTION 8.04.     REPAYMENT TO THE COMPANY.

            The Trustee and the Paying Agent shall promptly pay to the Company
any money held by them for the payment of principal or interest that remains
unclaimed for one year; PROVIDED, HOWEVER, that the Trustee or such Paying Agent
may, at the expense of the Company, cause to be published once in a newspaper of
general circulation in The City of New York or mailed to each Holder, notice
that such money remains unclaimed and that, after a date specified therein,
which shall not be less than 30 days from the date of such publication or
mailing, any unclaimed balance of such money then remaining will be repaid to
the Company. After payment to the Company, Holders entitled to the money must
look to the Company for payment as general creditors unless an applicable
abandoned property law designates another Person and all liability of the
Trustee and Paying Agent with respect to such money shall cease.

SECTION 8.05.     REINSTATEMENT.

            If the Trustee or Paying Agent is unable to apply any money, U.S.
Legal Tender or U.S. Government Obligations in accordance with Section 8.01 by
reason of any legal proceeding or by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting
such application, the Company's obligations under this Indenture and the Notes
shall be revived and reinstated as though no deposit had occurred pursuant to
Section 8.01 until such time as the Trustee or Paying Agent is permitted to
apply all such money, U.S. Legal Tender or U.S. Government Obligations in
accordance with Section 8.01; PROVIDED, HOWEVER, that if the Company has made
any payment of interest on or principal of any Notes because of the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Notes to receive such payment from the money, U.S. Legal
Tender or U.S. Government Obligations held by the Trustee or Paying Agent.


<PAGE>

                                  ARTICLE NINE

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

SECTION 9.01.     WITHOUT CONSENT OF HOLDERS.

            The Company, when authorized by a Board Resolution, and the Trustee,
together, may amend or supplement this Indenture or the Notes without notice to
or consent of any Holder:

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

            (2) to comply with Article Five;

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

            (4) to comply with the requirements of the Commission or to maintain
      the qualification of the Indenture under the TIA;

            (5) to add guarantors or security for the Notes;

            (6) to make any other change that does not adversely affect in any
      material respect the rights of any Holders hereunder; or

            (7) to amend Section 2.06 in any manner that does not adversely
      affect the Holders;

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

SECTION 9.02.     WITH CONSENT OF HOLDERS.

            (a) Subject to Section 6.07, the Company, when authorized by a Board
Resolution, and the Trustee, together, with the written consent of the Holder or
Holders of at least a majority in aggregate principal amount of the outstanding
Notes, may amend or supplement this Indenture or the Notes, without notice to
any other Holders. Subject to Section 6.07, the Holder or Holders of a majority
in aggregate principal amount of the outstanding Notes may waive compliance by
the Company with any provision of this Indenture or the Notes without notice to
any other Holder. No amendment, supplement or waiver, including a waiver
pursuant to Section 6.04, shall, without the consent of each Holder of each Note
affected thereby:


<PAGE>

            (1) amend, modify or change the obligation of the Company to make or
      consummate a Change of Control Offer or to offer to purchase Notes using
      Excess Proceeds or waive any default in the performance of the provisions
      of Sections 4.16 or 4.17 or definitions in respect thereof, in each case
      after the relevant Change of Control or Asset Sale occurs;

            (2) change the Stated Maturity of any Note;

            (3) reduce the amount, extend the due date or otherwise affect the
      terms of any scheduled payment of interest on or principal of the Notes;

            (4) reduce any premium payable upon redemption of the Notes pursuant
      to Section 6 of the Notes, change the date on which any Notes are subject
      to redemption or otherwise alter the provisions with respect to the
      redemption of the Notes;

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

            (6) modify or change any provision of the Indenture or the related
      definitions to affect the ranking of the Notes in a manner that adversely
      affects the Holders;

            (7) reduce the percentage of holders necessary to consent to an
      amendment or waiver to the Indenture or the Notes;

            (8) impair the rights of Holders to institute suit for enforcement
      of any payment of principal or interest on the Notes after the Stated
      Maturity thereof (or, in the case of redemption, on or after the
      Redemption Date); or

            (9) make any change to this Section 9.02.

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

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

SECTION 9.03.     COMPLIANCE WITH TIA.

            Every amendment, waiver or supplement of this Indenture or the Notes
shall comply with the TIA as then in effect.


<PAGE>

SECTION 9.04.     REVOCATION AND EFFECT OF CONSENTS.

            Until an amendment, waiver or supplement becomes effective, a
consent to it by a Holder is a continuing consent by the Holder and every
subsequent Holder of a Note or portion of a Note that evidences the same debt as
the consenting Holder's Note, even if notation of the consent is not made on any
Note. Subject to the following paragraph, any such Holder or subsequent Holder
may revoke the consent as to his Note or portion of his Note by notice to the
Trustee or the Company received before the date on which the Trustee receives an
Officers' Certificate certifying that the Holders of the requisite principal
amount of Notes have consented (and not theretofore revoked such consent) to the
amendment, supplement or waiver.

            The Company may, but shall not be obligated to, fix a record date
for the purpose of determining the Holders entitled to consent to any amendment,
supplement or waiver, which record date shall be at least 30 days prior to the
first solicitation of such consent. If a record date is fixed, then
notwithstanding the last sentence of the immediately preceding paragraph, those
Persons who were Holders at such record date (or their duly designated proxies),
and only those Persons, shall be entitled to revoke any consent previously
given, whether or not such Persons continue to be Holders after such record
date. No such consent shall be valid or effective for more than 90 days after
such record date.

            After an amendment, supplement or waiver becomes effective, it shall
bind every Holder, unless it makes a change described in any of clauses (1)
through (9) of Section 9.02, in which case, the amendment, supplement or waiver
shall bind only each Holder of a Note who has consented to it and every
subsequent Holder of a Note or portion of a Note that evidences the same debt as
the consenting Holder's Note; PROVIDED that any such waiver shall not impair or
affect the right of any Holder to receive payment of principal of and interest
on a Note, on or after the respective due dates expressed in such Note, or to
bring suit for the enforcement of any such payment on or after such respective
dates without the consent of such Holder.

SECTION 9.05.     NOTATION ON OR EXCHANGE OF NOTES.

            If an amendment, supplement or waiver changes the terms of a Note,
the Trustee may require the Holder of the Note to deliver it to the Trustee. The
Trustee may place an appropriate notation on the Note about the changed terms
and return it to the Holder. Alternatively, if the Company or the Trustee so
determines, the Company in exchange for the Note shall issue and the Trustee
shall authenticate a new Note that reflects the changed terms. Notwithstanding
the foregoing, any failure to make the appropriate notation or issue such new
Note shall not affect the validity of such amendment, supplement or waiver.


<PAGE>

SECTION 9.06.     TRUSTEE TO SIGN AMENDMENTS, ETC.

            The Trustee shall execute any amendment, supplement or waiver
authorized pursuant to this Article Nine; PROVIDED that the Trustee may, but
shall not be obligated to, execute any such amendment, supplement or waiver
which affects the Trustee's own rights, duties or immunities under this
Indenture. The Trustee shall be entitled to receive, and, subject to Section
7.01 hereof, shall be fully protected in relying upon, an Opinion of Counsel and
an Officers' Certificate each stating that the execution of any amendment,
supplement or waiver authorized pursuant to this Article Nine is authorized or
permitted by this Indenture. Such Opinion of Counsel shall not be an expense of
the Trustee.

                                   ARTICLE TEN

                                  SUBORDINATION

SECTION 10.01.    NOTES SUBORDINATED TO SENIOR DEBT.

            The Company covenants and agrees and the Trustee and each Holder of
the Notes, by its acceptance thereof, likewise covenants and agrees, that all
Notes shall be issued subject to the provisions of this Article Ten; and the
Trustee and each Person holding any Note, whether upon original issue or upon
transfer, assignment or exchange thereof, accepts and agrees that the payment of
all Obligations on the Notes by the Company shall, to the extent and in the
manner herein set forth, be subordinated and junior in right of payment to the
prior payment in full in cash of all Obligations in respect of the existing and
future Senior Debt; that the subordination is for the benefit of, and shall be
enforceable directly by, the holders of Senior Debt, and that each holder of
Senior Debt whether now outstanding or hereafter created, incurred, assumed or
guaranteed shall be deemed to have acquired Senior Debt in reliance upon the
covenants and provisions contained in this Indenture and the Notes.

SECTION 10.02.    LIQUIDATION; DISSOLUTION; BANKRUPTCY.

            Upon any payment or distribution of assets to creditors of the
Company upon any dissolution or winding up or total or partial liquidation or
reorganization of the Company whether voluntary or involuntary or in a
bankruptcy, reorganization, insolvency, receivership or similar proceeding
relating to the Company or its property, in an assignment for the benefit of
creditors or any marshalling of the Company's assets and liabilities:

            (a) the holders of Senior Debt of the Company will first be entitled
      to receive payment in full in cash of all Obligations due in respect of
      such Senior Debt (including interest accruing after, or which would accrue
      but for the occurrence of the commencement of, any such proceeding, at the
      rate specified in the applicable Senior Debt whether or not such interest
      is an allowable claim in any such proceeding) before any payment or

<PAGE>

      distribution is made on account of any Obligations on the Notes, or for
      the acquisition of any of the Notes for cash or property or otherwise; and

            (b) until all Obligations with respect to Senior Debt of the Company
      (as provided in clause (a) above) have been paid in full in cash, any
      payment or distribution to which the Holders otherwise would be entitled
      but for this Article Ten shall be made to the holders of Senior Debt,
      except that Holders of the Notes may receive securities that are
      subordinated at least to the same extent as the Notes to (a) Senior Debt
      and (b) any securities issued in exchange for Senior Debt ("subordinated
      securities").

            For purposes of this Article Ten, a payment or distribution may
consist of cash, Cash Equivalents, securities or other property, by set-off or
otherwise.

            The consolidation of the Company with, or the merger of the Company
into, another corporation or the liquidation or dissolution of the Company
following the conveyance or transfer of its properties and assets substantially
as an entirety to another Person upon the terms and conditions set forth in
Article Five hereof shall not be deemed a dissolution, winding up, liquidation
or reorganization for the purposes of this Section 10.02 if the Survivor agrees,
pursuant to a supplemental indenture, to comply with the conditions set forth in
Article Five hereof.

SECTION 10.03.    DEFAULT ON SENIOR DEBT.

            (a) Upon the final maturity of any Senior Debt by lapse of time,
acceleration or otherwise, all Senior Debt shall first be paid in full in cash
or Cash Equivalents, or such payment duly provided for in cash in a manner
satisfactory to the holders of such Senior Debt, before any payment or
distribution is made by the Company or any person acting on behalf of the
Company of any Obligations on the Notes.

            (b) The Company may not make any payment upon or distribution in
respect of the Notes or acquire any of the Notes for cash or property or
otherwise (except in or for such subordinated securities) if (i) a default in
the payment of the principal of, premium, if any, interest or any other
Obligation with respect to Senior Debt occurs and is continuing beyond any
applicable period of grace (whether upon maturity, at a date fixed for
prepayment, as a result of acceleration or otherwise) (a "payment default") or
(ii) any other default occurs and is continuing (or if such an event of default
would occur upon any payment with respect to the Notes or would arise upon the
passage of time as a result of such payment) with respect to any Designated
Senior Debt that permits holders of the Designated Senior Debt as to which such
default relates to accelerate its maturity (a "nonpayment default") and, in
either case, the Trustee receives a notice of such non-payment default (a
"payment blockage notice") from the Representative of any such Designated Senior
Debt.

            (c) Payments on the Notes may and shall be resumed (i) in the case
of a payment default, upon the date on which such default is cured or waived,

<PAGE>

and (ii) in the case of a nonpayment default, upon the earlier of the date on
which such nonpayment default is cured or waived or 179 days after the date on
which the applicable payment blockage notice is received, unless the maturity of
any Designated Senior Debt has been accelerated (with respect to a non-payment
default such period of time shall be hereinafter referred to as a "payment
blockage period"). No payment blockage period may be commenced within 360 days
after receipt by the Trustee of any prior payment blockage notice. No nonpayment
default that existed or was continuing on the date of delivery of any payment
blockage notice to the Trustee shall be made the basis for a subsequent payment
blockage notice unless such default shall have been cured or waived for a period
of not less than 180 days and all scheduled payments of principal of, premium,
if any, and interest then due and payable on the Notes shall have been made.

SECTION 10.04.    NO SUSPENSION OF REMEDIES.

            Nothing contained in this Article Ten shall limit the right of the
Trustee or the Holders of Notes to take any action to accelerate the maturity of
the Notes pursuant to Section 6.02 hereof or to pursue any other rights or
remedies hereunder or under applicable law; PROVIDED, HOWEVER, that all Senior
Debt of the Company then due and payable, or which thereafter is declared to be,
or shall otherwise become, due and payable, pursuant to its terms (whether by
acceleration or otherwise) shall first be paid in full in cash before the
Holders or the Trustee are entitled to receive any payment from the Company with
respect to any Obligations on the Notes. If payment of the Notes is accelerated
because of an Event of Default, the Company shall promptly notify holders of
Senior Debt of the acceleration.

SECTION 10.05.    WHEN DISTRIBUTIONS MUST BE PAID OVER.

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

            If a payment or distribution is made to the Trustee or any Holder
that because of this Article Ten should not have been made to it, the Trustee or
such Holder who receives the distribution, upon notice that such distribution
should not have been made, shall hold it in trust for the benefit of, and, upon
written request, pay it over to, the holders of Senior Debt as their interests
may appear, or their agent or representative or the trustee under the indenture
or other agreement (if any) pursuant to which Senior Debt may have been issued,

<PAGE>

as their respective interests may appear, for application to the payment of all
Obligations with respect to Senior Debt remaining unpaid to the extent necessary
to pay such Obligations in full in accordance with their terms, after giving
effect to any concurrent payment or distribution to or for the holders of Senior
Debt.

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

SECTION 10.06.    NOTICE BY COMPANY.

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

SECTION 10.07.    SUBROGATION.

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

SECTION 10.08.    RELATIVE RIGHTS.

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

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

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


<PAGE>

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

            If the Company fails because of this Article to pay principal of or
interest on a Note on the due date, the failure is still a Default or Event of
Default.

SECTION 10.09.    SUBORDINATION MAY NOT BE IMPAIRED BY COMPANY.

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

SECTION 10.10.    DISTRIBUTION OR NOTICE TO REPRESENTATIVE.

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

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

SECTION 10.11.    RIGHTS OF TRUSTEE AND PAYING AGENT.

            Notwithstanding the provisions of this Article Ten or any other
provision of this Indenture, the Trustee shall not be charged with knowledge of
the existence of any facts which would prohibit the making of any payment or
distribution by the Trustee, or the taking of any action by the Trustee, and the
Trustee or Paying Agent may continue to make payments on the Notes unless a
Trust Officer of the Trustee shall have received at least five Business Days
prior to the date of such payment written notice of facts that would cause the
payment of any Obligations with respect to the Notes to violate this Article
Ten. Only the Company, a Representative or a holder of an issue of Senior Debt
that has no Representative may give the notice. In the event that the Trustee
determines in good faith that further evidence is required with respect to the
right of any person as a holder of Senior Debt to participate in any payment or
distribution pursuant to this Article, the Trustee may request such person to
furnish evidence to the reasonable satisfaction of the Trustee as to the amount
of Senior Debt held by such person, the extent to which such person is entitled
to participate in such payment or distribution and any other facts pertinent to
the rights of such person under this Article, and if such evidence is not
furnished, the Trustee may defer any payment which it may be required to make

<PAGE>

for the benefit of such person pursuant to the term of this Indenture pending
judicial determination as to the rights of such person to receive such payment.
Nothing in this Article Ten shall apply to amounts due to, or impair the claims
of, or payments to, the Trustee under or pursuant to Section 7.07 hereof.

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

SECTION 10.12.    AUTHORIZATION TO EFFECT SUBORDINATION.

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

SECTION 10.13.    RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF LIQUIDATING
                  AGENT.

            Upon any payment or distribution of assets of the Company referred
to in this Article, the Trustee, subject to the provisions of Section 7.01, and
the Holders of the Notes shall be entitled to rely upon any order or decree
entered by any court of competent jurisdiction in which such insolvency,
bankruptcy, receivership, liquidation, reorganization, dissolution, winding up
or similar case or proceeding is pending, or a certificate of the Trustee in
bankruptcy, liquidating trustee, Custodian, receiver, assignee for the benefit
of creditors, agent or other person making such payment, or distribution,
delivered to the Trustee or to the Holders, for the purpose of ascertaining the
persons entitled to participate in such payment or distribution, the holders of
Senior Debt and other indebtedness of the Company, the amount thereof or payable
thereon, the amount or amounts paid or distributed thereon and all other facts
pertinent thereto or to this Article.

                                 ARTICLE ELEVEN

                                  MISCELLANEOUS

SECTION 11.01.    TIA CONTROLS.

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


<PAGE>

SECTION 11.02.    NOTICES.

            Any notices or other communications required or permitted hereunder
shall be in writing, and shall be sufficiently given if made by hand delivery,
by telecopier or registered or certified mail, postage prepaid, return receipt
requested, addressed as follows:

            if to the Company:

            MediaNews Group, Inc.
            1560 Broadway, Suite 2100
            Denver,  Colorado  80202
            Facsimile No.:  (303) 894-9327
            Attention:  Ronald A. Mayo,
                        Vice President and
                        Chief Financial Officer

            with copies to:

            Hughes, Hubbard & Reed, LLP
            One Battery Park Plaza
            New York, New York  10004-1489
            Facsimile No.:  (212) 422-4726
            Attention:  James Modlin, Esq.

            if to the Trustee:

            The Bank of New York
            101 Barclay Street, Floor 8 W
            New York, New York  10286
            Facsimile:  (212) 815-5704
            Attention: Corporate Trust Administration

            Each of the Company and the Trustee by written notice to each other
such Person may designate additional or different addresses for notices to such
Person. Any notice or communication to the Company or the Trustee shall be
deemed to have been given or made as of the date so delivered if personally
delivered; when receipt is acknowledged, if faxed; and five (5) calendar days
after mailing if sent by registered or certified mail, postage prepaid (except
that a notice of change of address shall not be deemed to have been given until
actually received by the addressee).

            Any notice or communication mailed to a Holder shall be mailed to
him by first class mail or other equivalent means at his address as it appears
on the registration books of the Registrar and shall be sufficiently given to
him if so mailed within the time prescribed.


<PAGE>

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

SECTION 11.03.    COMMUNICATIONS BY HOLDERS WITH OTHER HOLDERS.

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

SECTION 11.04.    CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

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

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

            (2) an Opinion of Counsel stating that, in the opinion of such
      counsel, all such conditions precedent have been complied with.

SECTION 11.05.    STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.

            Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture, other than the Officers'
Certificate required by Section 4.06, shall include:

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

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

            (3) a statement that, in the opinion of such Person, he has made
      such examination or investigation as is reasonably 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 each such
      Person, such condition or covenant has been complied with.


<PAGE>

SECTION 11.06.    RULES BY TRUSTEE, PAYING AGENT, REGISTRAR.

            The Trustee may make reasonable rules in accordance with the
Trustee's customary practices for action by or at a meeting of Holders. The
Paying Agent or Registrar may make reasonable rules for its functions.

SECTION 11.07.    LEGAL HOLIDAYS.

            A "Legal Holiday" used with respect to a particular place of payment
is a Saturday, a Sunday or a day on which banking institutions in New York, New
York or at such place of payment are not required to be open. If a payment date
is a Legal Holiday at such place, payment may be made at such place on the next
succeeding day that is not a Legal Holiday, and no interest shall accrue for the
intervening period.

SECTION 11.08.    GOVERNING LAW.

            THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS
MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF
CONFLICT OF LAWS. Each of the parties hereto agrees to submit to the
jurisdiction of the courts of the State of New York in any action or proceeding
arising out of or relating to this Indenture.

SECTION 11.09.    NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

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

SECTION 11.10.    NO RECOURSE AGAINST OTHERS.

            A director, officer, employee, stockholder or incorporator, as such,
of the Company shall not have any liability for any obligations of the Company
under the Notes or the Indenture or for any claim based on, in respect of, or by
reason of, such obligations or their creations. Each Holder by accepting a Note
waives and releases all such liability. Such waiver and release are part of the
consideration for the issuance of the Notes.

SECTION 11.11.    SUCCESSORS.

            All agreements of the Company in this Indenture and the Notes shall
bind its successors. All agreements of the Trustee in this Indenture shall bind
its successors.


<PAGE>

SECTION 11.12.    DUPLICATE ORIGINALS.

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

SECTION 11.13.    SEVERABILITY.

            In case any one or more of the provisions in this Indenture or in
the Notes shall be held invalid, illegal or unenforceable, in any respect for
any reason, the validity, legality and enforceability of any such provision in
every other respect and of the remaining provisions shall not in any way be
affected or impaired thereby, it being intended that all of the provisions
hereof shall be enforceable to the full extent permitted by law.



<PAGE>
                                   SIGNATURES

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


                                       MEDIANEWS GROUP, INC.



                                       By: /s/ JAMES MCDOUGALD
                                          ------------------------------------
                                               Name:  James McDougald
                                               Title: Treasurer


                                       THE BANK OF NEW YORK,
                                         as Trustee



                                       By:  /s/ VAN K. BROWN
                                          ---------------------------------
                                               Name: Van K. Brown
                                               Title: Vice President


<PAGE>
                                                                       EXHIBIT A

[Insert the Global Note Legend, if applicable pursuant to the provisions of
the Indenture]

[Insert the Private Placement Legend, if applicable pursuant to the
provisions of the Indenture]

[Insert the Regulation S Temporary Global Note Legend, if applicable pursuant
to the provisions of the Indenture]

                                 [Face of Note]
------------------------------------------------------------------------------

                                                       CUSIP/CINS ____________

                  6-7/8% Senior Subordinated Notes due 2013

No. ___                                                          $__________

                              MEDIANEWS GROUP, INC.

promises to pay to
                   --------------------------------------------------------

or registered assigns,

the principal sum of
                     ------------------------------------------------------

Dollars on October 1, 2013.

Interest Payment Dates:  April 1 and October 1

Record Dates:  March 15 and September 15

Dated:  [                     ]

                                    MEDIANEWS GROUP, INC.


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


This is one of the Notes referred to
in the within-mentioned Indenture:


<PAGE>

Dated:

THE BANK OF NEW YORK,
  as Trustee

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

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


<PAGE>
                                 [Back of Note]
                     6?% Senior Subordinated Notes due 2013

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

            1. INTEREST. MediaNews Group, Inc., a Delaware corporation (the
"Company"), promises to pay interest on the principal amount of this Note at
6-7/8% per annum from the date of issuance until maturity. The Company will pay
interest semi-annually in arrears on April 1 and October 1 of each year, or if
any such day is not a Business Day, on the next succeeding Business Day (each an
"Interest Payment Date"). Interest on the Notes will accrue from the most recent
date to which interest has been paid or, if no interest has been paid, from the
date of issuance; PROVIDED that if this Note is authenticated between a record
date referred to on the face hereof and the next succeeding Interest Payment
Date, interest shall accrue from such next succeeding Interest Payment Date. The
Company shall pay interest (including post-petition interest in any proceeding
under any Bankruptcy Law) on overdue principal and premium, if any, from time to
time on demand at the rate then in effect; it shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue
installments of interest (without regard to any applicable grace periods) from
time to time on demand at the same rate to the extent lawful. Interest will be
computed on the basis of a 360-day year of twelve 30-day months.

            2. METHOD OF PAYMENT. The Company will pay interest on the Notes
(except defaulted interest) to the Persons who are registered Holders of Notes
at the close of business on the March 15 or September 15 next preceding the
Interest Payment Date, even if such Notes are cancelled after such record date
and on or before such Interest Payment Date, except as provided in Section 2.12
of the Indenture with respect to defaulted interest. The Notes will be payable
as to principal, premium, if any, and interest at the office or agency of the
Company maintained for such purpose within or without the City and State of New
York, or, at the option of the Company, payment of interest may be made by check
mailed to the Holders at their addresses set forth in the register of Holders.
Such payment shall be in U.S. Legal Tender.

            3. PAYING AGENT AND REGISTRAR. Initially, The Bank of New York, the
Trustee under the Indenture, will act as Paying Agent and Registrar. The Company
may change any Paying Agent or Registrar without notice to any Holder. The
Company or any of its Subsidiaries may act in any such capacity.

            4. INDENTURE. The Company issued the Notes under an Indenture dated
as of November 25, 2003 ("Indenture") between the Company and the Trustee. The
terms of the Notes include those stated in the Indenture and those made part of
the Indenture by reference to the Trust Indenture Act of 1939, as amended (15
U.S. Code Sec. 77aaa-77bbbb). The Notes are subject to all such terms, and
Holders are referred to the Indenture and such Act for a statement of such

<PAGE>

terms. To the extent any provision of this Note conflicts with the express
provisions of the Indenture, the provisions of the indenture shall govern and be
controlling. The Notes are obligations of the Company which may be issued in an
unlimited aggregate principal amount subject to compliance with the Indenture.
All Notes issued under the Indenture will be treated as a single series of
securities under the Indenture.

            5. SUBORDINATION. The Notes are subordinated in right of payment, in
the manner and to the extent set forth in the Indenture, to the prior payment in
full in cash of all Senior Debt of the Company, whether outstanding on the Issue
Date or thereafter created, incurred, assumed or guaranteed. Each Holder by his
acceptance hereof agrees to be bound by such provisions and authorizes and
expressly directs the Trustee, on his behalf, to take such action as may be
necessary or appropriate to effectuate the subordination provided for in the
Indenture and appoints the Trustee his attorney-in-fact for such purposes.

            6. OPTIONAL REDEMPTION.

            OPTIONAL REDEMPTION. (a) Except as described below, the Notes are
not redeemable before October 1, 2008. Thereafter, the Company may redeem the
Notes at its option, in whole or in part at the following redemption prices
(expressed as percentages of the principal amount thereof) if redeemed during
the twelve month period commencing on October 1 of the year set forth below.

                         YEAR                  PERCENTAGE
               ------------------------   ---------------------
               2008....................         103.438%
               2009....................         102.292%
               2010....................         101.146%
               2011 and thereafter.....         100.000%

            In addition, the Company must pay all accrued and unpaid interest on
the Notes redeemed to the applicable redemption date.

            (b) Notwithstanding the foregoing, up to 35% of the aggregate
principal amount of the Notes may be redeemed from time to time on or prior to
October 1, 2006, at the option of the Company, within 120 days of an Equity
Offering with the net proceeds of such offering at a redemption price equal to
106.875% of the principal amount thereof, together with accrued and unpaid
interest, if any, to the date of redemption (subject to the right of holders of
record on relevant record dates to receive interest due on relevant interest
payment dates); provided, that after giving effect to such redemption at least
65% of the aggregate principal amount of Notes originally issued under the
Indenture remain outstanding immediately after giving effect to such redemption.


<PAGE>

            As used herein, "Equity Offering" means the issuance and public or
private sale of Qualified Capital Stock of the Company resulting in gross
proceeds to the Company of at least $10.0 million.

            (c) Except as set forth in the Indenture, from and after any
Redemption Date, if monies for the redemption of the Notes called for redemption
shall have been deposited with the Paying Agent for redemption on such
Redemption Date, then, unless the Company defaults in the payment of such
Redemption Price, the Notes called for redemption will cease to bear interest
and only right of the Holders of such Notes will be to receive the payment of
the Redemption Price.

            7. REPURCHASE AT OPTION Of HOLDER.

            (a) Upon the occurrence of a Change of Control, the Company will be
required to offer to purchase all of the outstanding Notes at a purchase price
equal to 101% of the principal amount thereof, plus accrued and unpaid interest,
if any, thereon to the date of repurchase.

            (b) The Company is, subject to certain conditions, obligated to make
an offer to purchase the Notes at 100% of their principal amount, plus accrued
and unpaid interest, if any, thereon to the date of repurchase with certain net
cash proceeds of certain sales or other dispositions of assets in accordance
with the Indenture.

            8. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered
form without coupons in denominations of $1,000 and integral multiples of
$1,000. The transfer of Notes may be registered and Notes may be exchanged as
provided in the Indenture. The Registrar and the Trustee may require a Holder,
among other things, to furnish appropriate endorsements and transfer documents
and the Company and the Trustee may require a Holder to pay any taxes and fees
required by law or permitted by the Indenture. The Company need not exchange or
register the transfer of any Note or portion of a Note selected for redemption,
except for the unredeemed portion of any Note being redeemed in part. Also, the
Company need not exchange or register the transfer of any Notes for a period of
15 days before a selection of Notes to be redeemed or during the period between
a record date and the corresponding Interest Payment Date.

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

            10. AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions,
the Indenture or the Notes may be amended or supplemented with the written
consent of the Holders of at least a majority in aggregate principal amount of
the then outstanding Notes, and any existing Default or Event of Default or
noncompliance with any provision may be waived with the written consent of the
Holders of a majority in aggregate principal amount of the then outstanding
Notes. Without consent of any Holder, the parties thereto may amend or

<PAGE>

supplement the Indenture or the Notes to, among other things, cure any
ambiguity, defect or inconsistency, provide for uncertificated Notes in addition
to or in place of certificated Notes, comply with the TIA or the rules of the
Commission, change the transfer provisions of the Indenture in a manner not
adverse to any Holder in any material respect, comply with Article Five of the
Indenture or make any other change that does not adversely affect in any
material respect the rights of any Holder of a Note.

            11. DEFAULTS AND REMEDIES. Events of Default are set forth in the
Indenture. If any Event of Default occurs and is continuing, the Trustee or the
Holders of at least 25% in principal amount of the then outstanding Notes may
declare all the Notes to be due and payable. Notwithstanding the foregoing, in
the case of an Event of Default arising from certain events of bankruptcy or
insolvency, all outstanding Notes will become due and payable without further
action or notice. Holders may not enforce the Indenture or the Notes except as
provided in the Indenture. Subject to certain limitations, Holders of a majority
in principal amount of the then outstanding Notes may direct the Trustee in
writing in its exercise of any trust or power. The Trustee may withhold from
Holders of the Notes notice of any continuing Default or Event of Default
(except a Default or Event of Default relating to the payment of principal or
interest) if it determines that withholding notice is in their interest. The
Holders of a majority in aggregate principal amount of the Notes then
outstanding by written notice to the Trustee may on behalf of the Holders of all
of the Notes waive any existing Default or Event of Default and its consequences
under the Indenture except a continuing Default or Event of Default in the
payment of interest on, or the principal of, the Notes. The Company is required
to deliver to the Trustee annually a statement regarding compliance with the
Indenture, and the Company is required upon becoming aware of any Default or
Event of Default, to deliver to the Trustee a statement specifying such Default
or Event of Default.

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

            13. NO RECOURSE AGAINST OTHERS. A director, officer, employee,
incorporator or stockholder, of the Company, as such, shall not have any
liability for any obligations of the Company under the Notes or the Indenture or
for any claim based on, in respect of, or by reason of, such obligations or
their creation. Each Holder by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for the issuance
of the Notes.

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

            15. ABBREVIATIONS. Customary abbreviations may be used in the name
of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=

<PAGE>

tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).

            16. ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND
RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to Holders of
Notes under the Indenture, Holders of Restricted Global Notes and Restricted
Definitive Notes may have certain rights set forth in a Registration Rights
Agreement.

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


<PAGE>

            The Company will furnish to any Holder upon written request and
without charge a copy of the Indenture [and/or the Registration Rights
Agreement]1. Requests may be made to:

MediaNews Group, Inc.
1560 Broadway
Suite 1450
Denver, Colorado  80202
Attention:  Chief Financial Officer























__________________
1     Include if applicable.


<PAGE>
                                 ASSIGNMENT FORM

            To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:___________________________________
                                               (Insert assignee's legal name)

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

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

and irrevocably appoint ________________________________________________________
to transfer this Note on the books of the Company. The agent may substitute
another to act for him.
Date:  _______________
                                    Your Signature: _____
                                          (Sign exactly as your name appears
                                    on the face of this Note)

Signature Guarantee*:  _________________________

*  Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).


<PAGE>
                       OPTION OF HOLDER TO ELECT PURCHASE

            If you want to elect to have this Note purchased by the Company
pursuant to Section 4.16 or 4.17 of the Indenture, check the appropriate box
below:
                     _                      _
                    [_]  Section 4.16      [_]  Section 4.17

            If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.16 or 4.17 of the Indenture, state the amount you
elect to have purchased:

                               $____________

Date: _______________

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

                                    Tax Identification No.:______

Signature Guarantee*:  _________________________

*  Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).


<PAGE>


            SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

            The following exchanges of a part of this Global Note for an
interest in another Global Note or for a Definitive Note, or exchanges of a part
of another Global Note or Definitive Note for an interest in this Global Note,
have been made:



                    Amount of       Amount of       Principal
                   decrease in     increase in   Amount of this   Signature of
                    Principal       Principal      Global Note     authorized
                    Amount of       Amount of    following such    officer of
                   this Global     this Global      decrease       Trustee or
Date of Exchange      Note            Note        (or increase)  Note Custodian
----------------   -----------     -----------   --------------  --------------


<PAGE>
                                                                       EXHIBIT B

                         FORM OF CERTIFICATE OF TRANSFER


MediaNews Group, Inc.
1560 Broadway
Suite 2100
Denver, Colorado  80202

[Registrar address block]

      Re:   6-7/8% SENIOR SUBORDINATED NOTES DUE 2013
            -----------------------------------------

            Reference is hereby made to the Indenture, dated as of November 25,
2003 (the "Indenture"), between MediaNews Group, Inc., a Delaware corporation,
as issuer (the "Company"), the Guarantors named therein and The Bank of New
York, as trustee. Capitalized terms used but not defined herein shall have the
meanings given to them in the Indenture.

            ___________________, (the "Transferor") owns and proposes to
transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in
the principal amount of $___________ in such Note[s] or interests (the
"Transfer"), to ___________________________ (the "Transferee"), as further
specified in Annex A hereto. In connection with the Transfer, the Transferor
hereby certifies that:

                             [CHECK ALL THAT APPLY]
                _
            1. [_] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL
INTEREST IN THE 144A GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO RULE 144A. The
Transfer is being effected pursuant to and in accordance with Rule 144A under
the United States Securities Act of 1933, as amended (the "Securities Act"),
and, accordingly, the Transferor hereby further certifies that the beneficial
interest or Definitive Note is being transferred to a Person that the Transferor
reasonably believed and believes is purchasing the beneficial interest or
Definitive Note for its own account, or for one or more accounts with respect to
which such Person exercises sole investment discretion, and such Person and each
such account is a "qualified institutional buyer" within the meaning of Rule
144A in a transaction meeting the requirements of Rule 144A and such Transfer is
in compliance with any applicable blue sky securities laws of any state of the
United States. Upon consummation of the proposed Transfer in accordance with the
terms of the Indenture, the transferred beneficial interest or Definitive Note
will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the 144A Global Note and/or the Definitive Note and
in the Indenture and the Securities Act.


<PAGE>
                _
            2. [_] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL
INTEREST IN THE REGULATION S GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO
REGULATION S. The Transfer is being effected pursuant to and in accordance with
Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor
hereby further certifies that (i) the Transfer is not being made to a person in
the United States and (x) at the time the buy order was originated, the
Transferee was outside the United States or such Transferor and any Person
acting on its behalf reasonably believed and believes that the Transferee was
outside the United States or (y) the transaction was executed in, on or through
the facilities of a "designated offshore securities market" (as defined in Rule
902(b) under the Securities Act) and neither such Transferor nor any Person
acting on its behalf knows that the transaction was prearranged with a buyer in
the United States, (ii) no directed selling efforts have been made in
contravention of the requirements of Rule 903 or Rule 904 of Regulation S under
the Securities Act, (iii) the transaction is not part of a plan or scheme to
evade the registration requirements of the Securities Act and (iv) if the
proposed transfer is being made prior to the expiration of the Restricted
Period, the transfer is not being made to a U.S. Person or for the account or
benefit of a U.S. Person (other than an Initial Purchaser). Upon consummation of
the proposed transfer in accordance with the terms of the Indenture, the
transferred beneficial interest or Definitive Note will be subject to the
restrictions on Transfer enumerated in the Private Placement Legend printed on
the Regulation S Global Note and/or the Definitive Note and in the Indenture and
the Securities Act.
                _
            3. [_] CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A
BENEFICIAL INTEREST IN THE IAI GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO ANY
PROVISION OF THE SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S. The
Transfer is being effected in compliance with the transfer restrictions
applicable to beneficial interests in Restricted Global Notes and Restricted
Definitive Notes and pursuant to and in accordance with the Securities Act and
any applicable blue sky securities laws of any state of the United States, and
accordingly the Transferor hereby further certifies that (check one):
                 _
            (a) [_] such Transfer is being effected pursuant to and in
      accordance with Rule 144 under the Securities Act;

                                       or
                 _
            (b) [_] such Transfer is being effected to the Company or a
      subsidiary thereof;

                                       or
                 _
            (c) [_] such Transfer is being effected pursuant to an effective
      registration statement under the Securities Act and in compliance with the
      prospectus delivery requirements of the Securities Act;

                                       or


<PAGE>

                 _
            (d) [_] such Transfer is being effected to an Institutional
      Accredited Investor and pursuant to an exemption from the registration
      requirements of the Securities Act other than Rule 144A, Rule 144 or Rule
      904, and the Transferor hereby further certifies that it has not engaged
      in any general solicitation within the meaning of Regulation D under the
      Securities Act and the Transfer complies with the transfer restrictions
      applicable to beneficial interests in a Restricted Global Note or
      Restricted Definitive Notes and the requirements of the exemption claimed,
      which certification is supported by (1) a certificate executed by the
      Transferee in the form of Exhibit D to the Indenture and (2) if such
      Transfer is in respect of a principal amount of Notes at the time of
      transfer of less than $250,000, an Opinion of Counsel provided by the
      Transferor or the Transferee (a copy of which the Transferor has attached
      to this certification), to the effect that such Transfer is in compliance
      with the Securities Act. Upon consummation of the proposed transfer in
      accordance with the terms of the Indenture, the transferred beneficial
      interest or Definitive Note will be subject to the restrictions on
      transfer enumerated in the Private Placement Legend printed on the IAI
      Global Note and/or the Definitive Notes and in the Indenture and the
      Securities Act. _ 4. [_] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A
      BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED
      DEFINITIVE NOTE. _ (a) [_] CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i)
      The Transfer is being effected pursuant to and in accordance with Rule 144
      under the Securities Act and in compliance with the transfer restrictions
      contained in the Indenture and any applicable blue sky securities laws of
      any state of the United States and (ii) the restrictions on transfer
      contained in the Indenture and the Private Placement Legend are not
      required in order to maintain compliance with the Securities Act. Upon
      consummation of the proposed Transfer in accordance with the terms of the
      Indenture, the transferred beneficial interest or Definitive Note will no
      longer be subject to the restrictions on transfer enumerated in the
      Private Placement Legend printed on the Restricted Global Notes, on
      Restricted Definitive Notes and in the Indenture. _ (b) [_] CHECK IF
      TRANSFER IS PURSUANT TO REGULATION S. (i) The Transfer is being effected
      pursuant to and in accordance with Rule 903 or Rule 904 under the
      Securities Act and in compliance with the transfer restrictions contained
      in the Indenture and any applicable blue sky securities laws of any state
      of the United States and (ii) the restrictions on transfer contained in
      the Indenture and the Private Placement Legend are not required in order
      to maintain compliance with the Securities Act. Upon consummation of the
      proposed Transfer in accordance with the terms of the Indenture, the
      transferred beneficial interest or Definitive Note will no longer be
      subject to the restrictions on transfer enumerated in the Private
      Placement Legend printed on the Restricted Global Notes, on Restricted
      Definitive Notes and in the Indenture.

<PAGE>
                 _
            (c) [_] CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION. (i) The
      Transfer is being effected pursuant to and in compliance with an exemption
      from the registration requirements of the Securities Act other than Rule
      144, Rule 903 or Rule 904 and in compliance with the transfer restrictions
      contained in the Indenture and any applicable blue sky securities laws of
      any State of the United States and (ii) the restrictions on transfer
      contained in the Indenture and the Private Placement Legend are not
      required in order to maintain compliance with the Securities Act. Upon
      consummation of the proposed Transfer in accordance with the terms of the
      Indenture, the transferred beneficial interest or Definitive Note will not
      be subject to the restrictions on transfer enumerated in the Private
      Placement Legend printed on the Restricted Global Notes or Restricted
      Definitive Notes and in the Indenture.



<PAGE>

            This certificate and the statements contained herein are made for
your benefit and the benefit of the Company.

                                    [Insert Name of Transferor]




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


Dated:  _______________________


<PAGE>

                       ANNEX A TO CERTIFICATE OF TRANSFER

            1. The Transferor owns and proposes to transfer the following:

                            [CHECK ONE OF (a) OR (b)]

                 _
            (a) [_] a beneficial interest in the:
                         _
                  (i)   [_] 144A Global Note (CUSIP _________), or
                         _
                  (ii)  [_] Regulation S Global Note (CUSIP _________), or
                         _
                  (iii) [_] IAI Global Note (CUSIP _________); or
                  _
            (b)  [_] a Restricted Definitive Note.

            2. After the Transfer the Transferee will hold:

                                   [CHECK ONE]
                 _
            (a) [_] a beneficial interest in the:

                  (i)   [_] 144A Global Note (CUSIP _________), or
                         _
                  (ii)  [_] Regulation S Global Note (CUSIP _________), or
                         _
                  (iii) [_] IAI Global Note (CUSIP _________); or
                         _
                  (iv)  [_] Unrestricted Global Note (CUSIP _________); or
                 _
            (b) [_] a Restricted Definitive Note; or
                 _
            (c) [_] an Unrestricted Definitive Note,

            in accordance with the terms of the Indenture.


<PAGE>
                                                                       EXHIBIT C

                         FORM OF CERTIFICATE OF EXCHANGE


MediaNews Group, Inc.
1560 Broadway
Suite 2100
Denver, Colorado  80202

[Registrar address block]

      Re:   6-7/8% SENIOR SUBORDINATED NOTES DUE 2013
            -----------------------------------------

                              (CUSIP ____________)

            Reference is hereby made to the Indenture, dated as of November 25,
2003 (the "Indenture"), between MediaNews Group, Inc., a Delaware corporation,
as issuer (the "Company") and The Bank of New York, as trustee. Capitalized
terms used but not defined herein shall have the meanings given to them in the
Indenture.

            __________________________, (the "Owner") owns and proposes to
exchange the Note[s] or interest in such Note[s] specified herein, in the
principal amount of $____________ in such Note[s] or interests (the "Exchange").
In connection with the Exchange, the Owner hereby certifies that:

            1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS
IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL
INTERESTS IN AN UNRESTRICTED GLOBAL NOTE
                 _
            (a) [_] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A
      RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL
      NOTE. In connection with the Exchange of the Owner's beneficial interest
      in a Restricted Global Note for a beneficial interest in an Unrestricted
      Global Note in an equal principal amount, the Owner hereby certifies (i)
      the beneficial interest is being acquired for the Owner's own account
      without transfer, (ii) such Exchange has been effected in compliance with
      the transfer restrictions applicable to the Global Notes and pursuant to
      and in accordance with the United States Securities Act of 1933, as
      amended (the "Securities Act"), (iii) the restrictions on transfer
      contained in the Indenture and the Private Placement Legend are not
      required in order to maintain compliance with the Securities Act and (iv)
      the beneficial interest in an Unrestricted Global Note is being acquired
      in compliance with any applicable blue sky securities laws of any state of
      the United States.
                 _
            (b) [_] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A
      RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with

<PAGE>

      the Exchange of the Owner's beneficial interest in a Restricted Global
      Note for an Unrestricted Definitive Note, the Owner hereby certifies (i)
      the Definitive Note is being acquired for the Owner's own account without
      transfer, (ii) such Exchange has been effected in compliance with the
      transfer restrictions applicable to the Restricted Global Notes and
      pursuant to and in accordance with the Securities Act, (iii) the
      restrictions on transfer contained in the Indenture and the Private
      Placement Legend are not required in order to maintain compliance with the
      Securities Act and (iv) the Definitive Note is being acquired in
      compliance with any applicable blue sky securities laws of any state of
      the United States.
                 _
            (c) [_] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
      BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the
      Owner's Exchange of a Restricted Definitive Note for a beneficial interest
      in an Unrestricted Global Note, the Owner hereby certifies (i) the
      beneficial interest is being acquired for the Owner's own account without
      transfer, (ii) such Exchange has been effected in compliance with the
      transfer restrictions applicable to Restricted Definitive Notes and
      pursuant to and in accordance with the Securities Act, (iii) the
      restrictions on transfer contained in the Indenture and the Private
      Placement Legend are not required in order to maintain compliance with the
      Securities Act and (iv) the beneficial interest is being acquired in
      compliance with any applicable blue sky securities laws of any state of
      the United States.
                 _
            (d) [_] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
      UNRESTRICTED DEFINITIVE NOTE. In connection with the Owner's Exchange of a
      Restricted Definitive Note for an Unrestricted Definitive Note, the Owner
      hereby certifies (i) the Unrestricted Definitive Note is being acquired
      for the Owner's own account without transfer, (ii) such Exchange has been
      effected in compliance with the transfer restrictions applicable to
      Restricted Definitive Notes and pursuant to and in accordance with the
      Securities Act, (iii) the restrictions on transfer contained in the
      Indenture and the Private Placement Legend are not required in order to
      maintain compliance with the Securities Act and (iv) the Unrestricted
      Definitive Note is being acquired in compliance with any applicable blue
      sky securities laws of any state of the United States.

            2. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS
IN RESTRICTED GLOBAL NOTES FOR RESTRICTED DEFINITIVE NOTES OR BENEFICIAL
INTERESTS IN RESTRICTED GLOBAL NOTES
                 _
            (a) [_] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A
      RESTRICTED GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE. In connection with
      the Exchange of the Owner's beneficial interest in a Restricted Global
      Note for a Restricted Definitive Note with an equal principal amount, the
      Owner hereby certifies that the Restricted Definitive Note is being
      acquired for the Owner's own account without transfer. Upon consummation
      of the proposed Exchange in accordance with the terms of the Indenture,
      the Restricted Definitive Note issued will continue to be subject to the

<PAGE>

      restrictions on transfer enumerated in the Private Placement Legend
      printed on the Restricted Definitive Note and in the Indenture and the
      Securities Act.
                 _
            (b) [_] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
      BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE. In connection with the
      Exchange of the Owner's Restricted Definitive Note for a beneficial
      interest in the [CHECK ONE] 144A Global Note, Regulation S Global Note,
      IAI Global Note with an equal principal amount, the Owner hereby certifies
      (i) the beneficial interest is being acquired for the Owner's own account
      without transfer and (ii) such Exchange has been effected in compliance
      with the transfer restrictions applicable to the Restricted Global Notes
      and pursuant to and in accordance with the Securities Act, and in
      compliance with any applicable blue sky securities laws of any state of
      the United States. Upon consummation of the proposed Exchange in
      accordance with the terms of the Indenture, the beneficial interest issued
      will be subject to the restrictions on transfer enumerated in the Private
      Placement Legend printed on the relevant Restricted Global Note and in the
      Indenture and the Securities Act.


<PAGE>

            This certificate and the statements contained herein are made for
your benefit and the benefit of the Company.


                                          --------------------------------------
                                              [Insert Name of Transferor]


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

Dated:  ______________________



<PAGE>
                                                                       EXHIBIT D


                            FORM OF CERTIFICATE FROM
                   ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

MediaNews Group, Inc.
1560 Broadway
Suite 2100
Denver, Colorado  80202

[Registrar address block]

      Re:   6-7/8% SENIOR SUBORDINATED NOTES DUE 2013
            -----------------------------------------

            Reference is hereby made to the Indenture, dated as of November 25,
2003 (the "Indenture"), between MediaNews Group, Inc., a Delaware corporation,
as issuer (the "Company"), and The Bank of New York, as trustee. Capitalized
terms used but not defined herein shall have the meanings given to them in the
Indenture.

            In connection with our proposed purchase of $____________ aggregate
principal amount of:
                 _
            (a) [_] a beneficial interest in a Global Note, or
                 _
            (b) [_] a Definitive Note,

            we confirm that:

            1. We understand that any subsequent transfer of the Notes or any
interest therein is subject to certain restrictions and conditions set forth in
the Indenture and the undersigned agrees to be bound by, and not to resell,
pledge or otherwise transfer the Notes or any interest therein except in
compliance with, such restrictions and conditions and the United States
Securities Act of 1933, as amended (the "Securities Act").

            2. We understand that the offer and sale of the Notes have not been
registered under the Securities Act, and that the Notes and any interest therein
may not be offered or sold except as permitted in the following sentence. We
agree, on our own behalf and on behalf of any accounts for which we are acting
as hereinafter stated, that if we should sell the Notes or any interest therein,
we will do so only (A) to the Company or any subsidiary thereof, (B) in
accordance with Rule 144A under the Securities Act to a "qualified institutional
buyer" (as defined therein), (C) to an institutional "accredited investor" (as
defined below) that, prior to such transfer, furnishes (or has furnished on its
behalf by a U.S. broker-dealer) to you and to the Company a signed letter
substantially in the form of this letter and, if such transfer is in respect of

<PAGE>

a principal amount of Notes, at the time of transfer of less than $250,000, an
Opinion of Counsel in form reasonably acceptable to the Company to the effect
that such transfer is in compliance with the Securities Act, (D) outside the
United States in accordance with Rule 904 of Regulation S under the Securities
Act, (E) pursuant to the provisions of Rule 144(k) under the Securities Act or
(F) pursuant to an effective registration statement under the Securities Act,
and we further agree to provide to any person purchasing the Definitive Note or
beneficial interest in a Global Note from us in a transaction meeting the
requirements of clauses (A) through (E) of this paragraph a notice advising such
purchaser that resales thereof are restricted as stated herein.

            3. We understand that, on any proposed resale of the Notes or
beneficial interest therein, we will be required to furnish to you and the
Company such certifications, legal opinions and other information as you and the
Company may reasonably require to confirm that the proposed sale complies with
the foregoing restrictions. We further understand that the Notes purchased by us
will bear a legend to the foregoing effect.

            4. We are an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have
such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of our investment in the Notes, and we and
any accounts for which we are acting are each able to bear the economic risk of
our or its investment.

            5. We are acquiring the Notes or beneficial interest therein
purchased by us for our own account or for one or more accounts (each of which
is an institutional "accredited investor") as to each of which we exercise sole
investment discretion.

            You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby.


                                          --------------------------------------
                                           [Insert Name of Accredited Investor]


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

Dated:  _______________________

<PAGE>
                                                                     EXHIBIT E-1

                           FORM OF GLOBAL NOTE LEGEND

            THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE
INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE
BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY
CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY
BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY
BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE
INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR
CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE
MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF
THE COMPANY.



<PAGE>
                                                                     EXHIBIT E-2


                        FORM OF PRIVATE PLACEMENT LEGEND

            THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED
OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S.
PERSONS EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1)
REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE
144A UNDER THE SECURITIES ACT), (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING
THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE
SECURITIES ACT OR (C) IT IS AN ACCREDITED INVESTOR (AS DEFINED IN RULE
501(a)(1), (2), (3), OR (7) UNDER THE SECURITIES ACT (AN "ACCREDITED INVESTOR"),
(2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS
SECURITY RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE COMPANY OR
ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED
INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C)
INSIDE THE UNITED STATES TO AN ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER,
FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A U.S. BROKER-DEALER) TO THE
TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS
RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS SECURITY (THE FORM OF WHICH
LETTER CAN BE OBTAINED FROM THE TRUSTEE FOR THIS SECURITY), (D) OUTSIDE THE
UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE
SECURITIES ACT (IF AVAILABLE), (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION
PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (F) IN ACCORDANCE
WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
(AND BASED UPON AN OPINION OF COUNSEL IF THE COMPANY SO REQUESTS), OR (G)
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3)
AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A
NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY
TRANSFER OF THIS SECURITY WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS
SECURITY, IF THE PROPOSED TRANSFEREE IS AN ACCREDITED INVESTOR, THE HOLDER MUST,
PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND THE COMPANY SUCH
CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY
REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION

<PAGE>

REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS "OFFSHORE
TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANING GIVEN TO THEM
BY REGULATION S UNDER THE SECURITIES ACT.



<PAGE>
                                                                     EXHIBIT E-3

                      FORM OF REGULATION S TEMPORARY GLOBAL
                                   NOTE LEGEND

            THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND
THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE
AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN).