<PAGE>

                                                                  EXHIBIT 4.1(a)

                                                                  EXECUTION COPY

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

                                   INDENTURE,

                           Dated as November 19, 2003,

                                      AMONG

                           TELEX COMMUNICATIONS, INC.
                           (F/K/A TELEX NEWCO, INC.),

                                   as Issuer,

                          THE GUARANTORS NAMED HEREIN,

                                 as Guarantors,

                                       AND

                           BNY MIDWEST TRUST COMPANY,

                       as Trustee and as Collateral Agent

                      11 1/2% SENIOR SECURED NOTES DUE 2008

================================================================================
<PAGE>

                              CROSS-REFERENCE TABLE

<TABLE>
<CAPTION>
TIA                                                                                              INDENTURE
SECTION                                                                                          SECTION
-------                                                                                          -------
<S>                                                                                              <C>
310(a)(1)...................................................................................     7.10
   (a)(2)...................................................................................     7.10
   (a)(3)...................................................................................     7.10
   (a)(4)...................................................................................     N.A.
   (a)(5)...................................................................................     7.10
   (b)......................................................................................     7.03; 7.08; 7.10
   (c)......................................................................................     N.A.
311(a)......................................................................................     7.03; 7.11
   (b)......................................................................................     7.03; 7.11
   (c)......................................................................................     7.03
312(a)......................................................................................     2.05
   (b)......................................................................................     7.07; 11.03
   (c)......................................................................................     11.03
313(a)......................................................................................     7.06
   (b)(1)...................................................................................     7.06
   (b)(2)...................................................................................     7.06
   (c)......................................................................................     7.06
   (d)......................................................................................     7.06
314(a)......................................................................................     4.06; 4.08
   (b)......................................................................................     12.03
   (c)(1)...................................................................................     4.06; 11.04
   (c)(2)...................................................................................     11.04
   (c)(3)...................................................................................     4.06
   (d)......................................................................................     12.04
   (e)......................................................................................     11.05
   (f)......................................................................................     N.A.
315(a)......................................................................................     7.01(b)
   (b)......................................................................................     7.05
   (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)......................................................................................     9.04
317(a)(1)...................................................................................     6.08
   (a)(2)...................................................................................     6.09
   (b)......................................................................................     2.04
318(a)......................................................................................     11.01
   (b)......................................................................................     N.A.
   (c)......................................................................................     11.01
</TABLE>

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

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

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                    PAGE
<S>                                                                                                                 <C>
ARTICLE ONE    DEFINITIONS AND INCORPORATION BY REFERENCE.......................................................     1

         SECTION 1.01.              Definitions.................................................................     1
         SECTION 1.02.              Incorporation by Reference of Trust Indenture Act...........................    22
         SECTION 1.03.              Rules of Construction.......................................................    22

ARTICLE TWO    THE NOTES........................................................................................    23

         SECTION 2.01.              Form and Dating.............................................................    23
         SECTION 2.02.              Execution and Authentication; Aggregate Principal Amount....................    24
         SECTION 2.03.              Registrar and Paying Agent..................................................    25
         SECTION 2.04.              Obligations of Paying Agent.................................................    25
         SECTION 2.05.              Holder Lists................................................................    25
         SECTION 2.06.              Transfer and Exchange.......................................................    26
         SECTION 2.07.              Replacement Notes...........................................................    26
         SECTION 2.08.              Outstanding Notes...........................................................    26
         SECTION 2.09.              Treasury Notes; When Notes Are Disregarded..................................    27
         SECTION 2.10.              Temporary Notes.............................................................    27
         SECTION 2.11.              Cancellation................................................................    27
         SECTION 2.12.              CUSIP Numbers...............................................................    28
         SECTION 2.13.              Deposit of Moneys...........................................................    28
         SECTION 2.14.              Book-Entry Provisions for Global Notes......................................    28
         SECTION 2.15.              Special Transfer Provisions.................................................    29

ARTICLE THREE  REDEMPTION.......................................................................................    31

         SECTION 3.01.              Optional Redemption.........................................................    31
         SECTION 3.02.              Selection of Notes to Be Redeemed...........................................    31
         SECTION 3.03.              Notice of Redemption........................................................    32
         SECTION 3.04.              Effect of Notice of Redemption..............................................    33
         SECTION 3.05.              Deposit of Redemption Price.................................................    33
         SECTION 3.06.              Notes Redeemed in Part......................................................    33

ARTICLE FOUR   COVENANTS........................................................................................    33

         SECTION 4.01.              Payment of Notes............................................................    33
         SECTION 4.02.              Maintenance of Office or Agency.............................................    34
         SECTION 4.03.              Corporate Existence.........................................................    34
         SECTION 4.04.              Payment of Taxes and Other Claims...........................................    34
         SECTION 4.05.              Maintenance of Properties and Insurance.....................................    34
         SECTION 4.06.              Compliance Certificate; Notice of Default...................................    35
         SECTION 4.07.              Compliance with Laws........................................................    36
         SECTION 4.08.              Reports to Holders..........................................................    36
         SECTION 4.09.              Waiver of Stay, Extension or Usury Laws.....................................    36
         SECTION 4.10.              Limitation on Restricted Payments...........................................    37
         SECTION 4.11.              Limitation on Transactions with Affiliates..................................    39
         SECTION 4.12.              Limitation on Incurrence of Additional Indebtedness.........................    40
</TABLE>

                                     - i -
<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                                                    PAGE
<S>                                                                                                                 <C>
         SECTION 4.13.              Limitation on Dividend and Other Payment Restrictions Affecting
                                    Restricted Subsidiaries.....................................................    41
         SECTION 4.14.              Additional Subsidiary Guarantees............................................    42
         SECTION 4.15.              Limitation on Change of Control.............................................    43
         SECTION 4.16.              Limitation on Asset Sales...................................................    44
         SECTION 4.17.              Impairment of Security Interest.............................................    46
         SECTION 4.18.              Limitation on Liens.........................................................    46
         SECTION 4.19.              Conduct of Business.........................................................    47
         SECTION 4.20.              Limitation on Issuances and Sales of Capital Stock of Subsidiaries..........    47
         SECTION 4.21.              Real Estate Mortgages and Filings...........................................    47
         SECTION 4.22.              Leasehold Mortgages and Filings; Landlord Waivers...........................    47

ARTICLE FIVE   SUCCESSOR CORPORATION............................................................................    48

         SECTION 5.01.              Merger, Consolidation and Sale of Assets....................................    48
         SECTION 5.02.              Successor Corporation Substituted...........................................    49

ARTICLE SIX    DEFAULT AND REMEDIES.............................................................................    49

         SECTION 6.01.              Events of Default...........................................................    49
         SECTION 6.02.              Rights of the Company.......................................................    51
         SECTION 6.03.              Acceleration................................................................    51
         SECTION 6.04.              Other Remedies..............................................................    52
         SECTION 6.05.              Waiver of Past Defaults.....................................................    52
         SECTION 6.06.              Control by Majority.........................................................    52
         SECTION 6.07.              Limitation on Suits.........................................................    52
         SECTION 6.08.              Rights of Holders to Receive Payment........................................    53
         SECTION 6.09.              Collection Suit by Trustee or Collateral Agent..............................    53
         SECTION 6.10.              Trustee May File Proofs of Claim............................................    53
         SECTION 6.11.              Priorities..................................................................    54
         SECTION 6.12.              Undertaking for Costs.......................................................    54
         SECTION 6.13.              Restoration of Rights and Remedies..........................................    54

ARTICLE SEVEN  TRUSTEE..........................................................................................    55

         SECTION 7.01.              Duties of Trustee...........................................................    55
         SECTION 7.02.              Rights of Trustee...........................................................    56
         SECTION 7.03.              Individual Rights of Trustee................................................    57
         SECTION 7.04.              Trustee's Disclaimer........................................................    57
         SECTION 7.05.              Notice of Default...........................................................    58
         SECTION 7.06.              Reports by Trustee to Holders...............................................    58
         SECTION 7.07.              Compensation and Indemnity..................................................    58
         SECTION 7.08.              Replacement of Trustee......................................................    59
         SECTION 7.09.              Successor Trustee by Merger, Etc............................................    61
         SECTION 7.10.              Eligibility; Disqualification...............................................    61
</TABLE>

                                     - ii -
<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                                                    PAGE
<S>                                                                                                                 <C>
         SECTION 7.11.              Preferential Collection of Claims Against Company...........................    61
         SECTION 7.12.              Trustee as Collateral Agent.................................................    61
         SECTION 7.13.              Co-Trustees, co-Collateral Agent and Separate Trustees, Collateral
                                    Agent.......................................................................    61
         SECTION 7.14.              Form of Documents Delivered to Trustee......................................    63
         SECTION 7.15.              Limitation on Duty of Collateral Agent in Respect of Collateral;
                                    Indemnification.............................................................    63

ARTICLE EIGHT  SATISFACTION AND DISCHARGE OF INDENTURE..........................................................    64

         SECTION 8.01.              Legal Defeasance and Covenant Defeasance....................................    64
         SECTION 8.02.              Satisfaction and Discharge..................................................    66
         SECTION 8.03.              Survival of Certain Obligations.............................................    67
         SECTION 8.04.              Acknowledgment of Discharge by Trustee......................................    67
         SECTION 8.05.              Application of Trust Moneys.................................................    67
         SECTION 8.06.              Repayment to the Company; Unclaimed Money...................................    67
         SECTION 8.07.              Reinstatement...............................................................    68
         SECTION 8.08.              Indemnity for Government Obligations........................................    68

ARTICLE NINE   AMENDMENTS, SUPPLEMENTS AND WAIVERS..............................................................    68

         SECTION 9.01.              Without Consent of Holders..................................................    68
         SECTION 9.02.              With Consent of Holders.....................................................    69
         SECTION 9.03.              Compliance with TIA.........................................................    70
         SECTION 9.04.              Revocation and Effect of Consents...........................................    70
         SECTION 9.05.              Notation on or Exchange of Notes............................................    71
         SECTION 9.06.              Trustee to Sign Amendments, Etc.............................................    71
         SECTION 9.07.              Conformity with Trust Indenture Act.........................................    72

ARTICLE TEN    GUARANTEE........................................................................................    72

         SECTION 10.01.             Guarantee...................................................................    72
         SECTION 10.02.             Release of a Guarantor......................................................    73
         SECTION 10.03.             Limitation of Guarantor's Liability.........................................    73
         SECTION 10.04.             Guarantors May Consolidate, etc., on Certain Terms..........................    74
         SECTION 10.05.             Contribution................................................................    74
         SECTION 10.06.             Waiver of Subrogation.......................................................    75
         SECTION 10.07.             Evidence of Guarantee.......................................................    75
         SECTION 10.08.             Waiver of Stay, Extension or Usury Laws.....................................    75

ARTICLE ELEVEN MISCELLANEOUS....................................................................................    76

         SECTION 11.01.             Trust Indenture Act Controls................................................    76
         SECTION 11.02.             Notices.....................................................................    76
         SECTION 11.03.             Communications by Holders with Other Holders................................    77
         SECTION 11.04.             Certificate and Opinion as to Conditions Precedent..........................    77
</TABLE>

                                    - iii -
<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                                                   PAGE
<S>                                                                                                                <C>
         SECTION 11.05.             Statements Required in Certificate or Opinion...............................    77
         SECTION 11.06.             Rules by Trustee, Paying Agent, Registrar...................................    78
         SECTION 11.07.             Legal Holidays..............................................................    78
         SECTION 11.08.             Governing Law...............................................................    78
         SECTION 11.09.             No Adverse Interpretation of Other Agreements...............................    78
         SECTION 11.10.             No Recourse Against Others..................................................    78
         SECTION 11.11.             Successors..................................................................    78
         SECTION 11.12.             Duplicate Originals.........................................................    79
         SECTION 11.13.             Severability................................................................    79
         SECTION 11.14.             Waiver of Jury Trial........................................................    79

ARTICLE TWELVE AGREEMENT TO SUBORDINATE SECURITY INTERESTS; SECURITY............................................    79

         SECTION 12.01.             Grant of Security Interest..................................................    79
         SECTION 12.02.             Intercreditor Agreement.....................................................    80
         SECTION 12.03.             Recording and Opinions......................................................    80
         SECTION 12.04.             Release of Collateral.......................................................    81
         SECTION 12.05.             Specified Releases of Collateral............................................    82
         SECTION 12.06.             Release upon Satisfaction or Defeasance of all Outstanding Obligations......    83
         SECTION 12.07.             Form and Sufficiency of Release.............................................    83
         SECTION 12.08.             Purchaser Protected.........................................................    84
         SECTION 12.09.             Authorization of Actions to Be Taken by the Collateral Agent Under
                                    the Collateral Agreements...................................................    84
         SECTION 12.10.             Authorization of Receipt of Funds by the Collateral Agent Under the
                                    Collateral Agreements.......................................................    84

Exhibit A         -            Form of Initial Note.............................................................   A-1
Exhibit B         -            Form of Exchange Note............................................................   B-1
Exhibit C         -            Form of Legend for Global Notes..................................................   C-1
Exhibit D         -            Form of Certificate to Be Delivered in Connection with
                                 Transfers to Non-QIB Accredited Investors......................................   D-1
Exhibit E         -            Form of Certificate to Be Delivered in Connection with
                                 Transfers Pursuant to Regulation S.............................................   E-1
</TABLE>

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

                                     - iv -
<PAGE>

                  INDENTURE, dated as November 19, 2003, among Telex
Communications, Inc. (f/k/a Telex Newco, Inc.), a Delaware corporation (the
"Company"), the Guarantors (as herein defined) and BNY Midwest Trust Company, as
Trustee (in such capacity, the "Trustee") and Collateral Agent (in such
capacity, the "Collateral Agent").

                              W I T N E S S E T H:

                  WHEREAS, the Company and the Guarantors (with respect to the
Guarantees) have duly authorized the creation of an issue of 11 1/2% Senior
Secured Notes due 2008 (the "Initial Notes"), and 11 1/2% Senior Secured
Exchange Notes due 2008 (the "Exchange Notes," and collectively with the Initial
Notes and any Additional Notes (as herein defined), the "Notes") and the
Guarantees (as herein defined) and, to provide therefor, the Company and the
Guarantors have duly authorized the execution and delivery of this Indenture;
and

                  WHEREAS, all things necessary to make the Notes and
Guarantees, when each are duly issued and executed by the Company and the
Guarantors, as applicable, and authenticated and delivered hereunder, the valid
obligations of each of the Company and the Guarantors, respectively, and to make
this Indenture a valid and binding agreement of each of the Company and the
Guarantors, have been done.

                  NOW, THEREFORE, each party hereto agrees as follows for the
benefit of the other parties and for the equal and ratable benefit of the
Holders:

                                  ARTICLE ONE

                   DEFINITIONS AND INCORPORATION BY REFERENCE

                  SECTION 1.01. Definitions.

                  "Acceleration Notice" has the meaning set forth in Section
6.03(a).

                  "Acquired Indebtedness" means Indebtedness of a Person or any
of its Subsidiaries existing at the time such Person becomes a Restricted
Subsidiary of the Company or at the time it merges or consolidates with or into
the Company or any of its Restricted Subsidiaries or assumed in connection with
the acquisition of assets from such Person and in each case not incurred by such
Person in connection with, or in anticipation or contemplation of, such Person
becoming a Restricted Subsidiary of the Company or such acquisition, merger or
consolidation and which Indebtedness is without recourse to the Company or any
of its Subsidiaries or to any of their respective properties or assets other
than the Person or the assets to which such Indebtedness related prior to the
time such Person became a Restricted Subsidiary of the Company or the time of
such acquisition, merger or consolidation.

                  "Additional Interest" has the meaning set forth in the
Registration Rights Agreement.

                  "Additional Notes" means any Notes that are not Exchange Notes
issued after the Issue Date from time to time in accordance with the terms of
this Indenture including, without limitation, the provisions of Sections 2.02
and 4.12.

                  "Administrative Agent" has the meaning set forth in the
definition of the term "Credit Agreement."

<PAGE>

                  "Affiliate" means, with respect to any specified Person, any
other Person who directly or indirectly through one or more intermediaries
controls, or is controlled by, or is under common control with, such specified
Person. The term "control" means the possession, directly or indirectly, of the
power to direct or cause the direction of the management and policies of a
Person, whether through the ownership of voting securities, by contract or
otherwise; and the terms "controlling" and "controlled" have meanings
correlative of the foregoing.

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

                  "Agent Members" has the meaning set forth in Section 2.14(a)
and means, with respect to the Depository, Euroclear or Clearstream, a Person
who has an account with the Depository, Euroclear or Clearstream, respectively
(and, with respect to the Depository, shall include Euroclear and Clearstream).

                  "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 Depository, Euroclear and Clearstream that apply to such
transfer or exchange.

                  "Asset Acquisition" means (1) an Investment by the Company or
any Restricted Subsidiary of the Company in any other Person pursuant to which
such Person shall become a Restricted Subsidiary of the Company or any
Restricted Subsidiary of the Company, or shall be merged with or into the
Company or any Restricted Subsidiary of the Company, or (2) the acquisition by
the Company or any Restricted Subsidiary of the Company of the assets of any
Person (other than a Restricted Subsidiary of the Company) which constitute all
or substantially all of the assets of such Person or comprise any division or
line of business of such Person or any other properties or assets of such Person
other than in the ordinary course of business.

                  "Asset Sale" means any direct or indirect sale, issuance,
conveyance, transfer, lease (other than operating leases entered into in the
ordinary course of business), assignment or other transfer for value by (x) the
Company or any of its Restricted Subsidiaries to any Person other than the
Company or a Guarantor or (y) a Foreign Restricted Subsidiary to the Company or
a Wholly-owned Subsidiary of the Company of: (1) any Capital Stock of any
Restricted Subsidiary of the Company; or (2) any other property or assets of the
Company or any Restricted Subsidiary of the Company other than in the ordinary
course of business; provided, however, that Asset Sales shall not include: (a) a
transaction or series of related transactions for which the Company or its
Restricted Subsidiaries receive aggregate consideration of less than $1.5
million; (b) the sale, lease, conveyance, disposition or other transfer of all
or substantially all of the assets of the Company as permitted under Section
5.01; (c) any Restricted Payment permitted by Section 4.10 or that constitutes a
Permitted Investment; (d) the sale of Cash Equivalents and (e) the sale or other
disposition of used, worn out, obsolete or surplus equipment.

                  "Authenticating Agent" has the meaning set forth in Section
2.02.

                  "Bankruptcy Code" means the Bankruptcy Reform Act of 1978, as
amended, and codified as 11 U.S.C. Sections 101 et seq.

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

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

                                     - 2 -
<PAGE>

                  "Business Day" means a day that is not a Legal Holiday.

                  "Capital Stock" means:

                  (1)      with respect to any Person that is a corporation, any
and all shares, interests, participations or other equivalents (however
designated and whether or not voting) of corporate stock, including each class
of Common Stock and Preferred Stock of such Person and all options, warrants and
other rights to purchase or acquire any of the foregoing; and

                  (2)      with respect to any Person that is not a corporation,
any and all partnership, membership or other equity interests of such Person and
all options, warrants and other rights to purchase or acquire any of the
foregoing.

                  "Capitalized Lease Obligation" means, as to any Person, the
obligations of such Person under a lease that are required to be classified and
accounted for as capital lease obligations under GAAP and, for purposes of this
definition, the amount of such obligations at any date shall be the capitalized
amount of such obligations at such date, determined in accordance with GAAP.

                  "Cash Equivalents" means:

                  (1)      marketable direct obligations issued by, or
unconditionally guaranteed by, the United States Government or issued by any
agency thereof and backed by the full faith and credit of the United States, in
each case maturing within one year from the date of acquisition thereof;

                  (2)      marketable direct obligations issued by any state of
the United States of America or any political subdivision of any such state or
any public instrumentality thereof maturing within one year from the date of
acquisition thereof and, at the time of acquisition, having one of the two
highest ratings obtainable from either Standard & Poor's Ratings Group ("S&P")
or Moody's Investors Service, Inc. ("Moody's");

                  (3)      commercial paper maturing no more than one year from
the date of creation thereof and, at the time of acquisition, having a rating of
at least A-1 from S&P or at least P-1 from Moody's;

                  (4)      certificates of deposit or bankers' acceptances
maturing within one year from the date of acquisition thereof issued by any bank
organized under the laws of the United States of America or any state thereof or
the District of Columbia or any U.S. branch of a foreign bank having at the date
of acquisition thereof combined net capital and surplus of not less than $250.0
million;

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

                  (6)      investments in money market funds which invest
substantially all their assets in securities of the types described in clauses
(1) through (5) above; and

                  (7)      investments made by Foreign Restricted Subsidiaries
in local currencies in instruments issued by or with entities in such
jurisdictions having correlative and comparable attributes to the foregoing.

                                     - 3 -
<PAGE>

                  "Change of Control" means the occurrence of one or more of the
following events:

                  (1)      any "person" (as such term is used in Sections 13(d)
and 14(d) of the Exchange Act), other than one or more Permitted Holders,
becomes the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the
Exchange Act), directly or indirectly, of a majority in the aggregate of the
total voting power of the Voting Stock of the Company;

                  (2)      individuals who on the Issue Date constituted the
Board of Directors of the Company (together with any new directors whose
election by such Board of Directors of the Company or whose nomination for
election by the shareholders of the Company was approved by a vote of a majority
of the directors of the Company then still in office who were either directors
on the Issue Date or whose election or nomination for election was previously so
approved) cease for any reason to constitute a majority of the Board of
Directors of the Company then in office;

                  (3)      the adoption of a plan relating to the liquidation or
dissolution of the Company; or

                  (4)      the merger or consolidation of the Company with or
into another Person or the merger of another Person with or into the Company, or
the sale of all or substantially all the assets of the Company (determined on a
consolidated basis) to another Person (other than, in all such cases, a Person
that is controlled by the Permitted Holders), other than a transaction following
which (A) in the case of a merger or consolidation transaction, holders of
securities that represented 100% of the Voting Stock of the Company immediately
prior to such transaction (or other securities into which such securities are
converted as part of such merger or consolidation transaction) own directly or
indirectly at least a majority of the voting power of the Voting Stock of the
surviving Person in such merger or consolidation transaction immediately after
such transaction and in substantially the same proportion as before the
transaction and (B) in the case of a sale of assets transaction, each transferee
becomes an obligor in respect of the Notes and a Subsidiary of the transferor of
such assets.

                  "Change of Control Offer" has the meaning set forth in Section
4.15(a).

                  "Change of Control Payment Date" has the meaning set forth in
Section 4.15(b)(2).

                  "Clearstream" means Clearstream Banking, societe anonyme.

                  "Collateral" means collateral as such term is defined in the
Security Agreement, all property mortgaged under the Mortgages and any other
property, whether now owned or hereafter acquired, upon which a Lien securing
the Obligations is granted or purported to be granted under any Collateral
Agreement.

                  "Collateral Agent" means the collateral agent and any
successor under the Indenture.

                  "Collateral Agreements" means, collectively, the Intercreditor
Agreement, the Security Agreement and each Mortgage, in each case, as the same
may be in force from time to time.

                  "Commission" means the Securities and Exchange Commission.

                  "Common Stock" of any Person means any and all shares,
interests or other participations in, and other equivalents (however designated
and whether voting or non-voting) of such Person's common stock, whether
outstanding on the Issue Date or issued after the Issue Date, and includes,
without limitation, all series and classes of such common stock.

                                     - 4 -
<PAGE>

                  "Company" means the party named as such in this Indenture
until a successor replaces it pursuant to this Indenture and thereafter means
such successor.

                  "Consolidated EBITDA" means, with respect to any Person, for
any period, the sum (without duplication) of:

                  (1)      Consolidated Net Income; and

                  (2)      to the extent Consolidated Net Income has been
reduced thereby:

                           (a)      all income taxes of such Person and its
         Restricted Subsidiaries paid or accrued in accordance with GAAP for
         such period;

                           (b)      Consolidated Interest Expense, amortization
         expense and depreciation expense; and

                           (c)      Consolidated Non-cash Charges less any
         non-cash items increasing Consolidated Net Income for such period,

all as determined on a consolidated basis for such Person and its Restricted
Subsidiaries in accordance with GAAP.

                  "Consolidated Fixed Charge Coverage Ratio" means, with respect
to any Person, the ratio of Consolidated EBITDA of such Person during the four
consecutive full fiscal quarters (the "Four Quarter Period") most recently
ending on or prior to the date of the transaction or event giving rise to the
need to calculate the Consolidated Fixed Charge Coverage Ratio for which
financial statements are available (the "Transaction Date") to Consolidated
Fixed Charges of such Person for the Four Quarter Period. In addition to and
without limitation of the foregoing, for purposes of this definition,
"Consolidated EBITDA" and "Consolidated Fixed Charges" shall be calculated after
giving effect on a pro forma basis for the period of such calculation to:

                  (1)      the incurrence or repayment of any Indebtedness of
such Person or any of its Restricted Subsidiaries (and the application of the
proceeds thereof) giving rise to the need to make such calculation and any
incurrence or repayment of other Indebtedness (and the application of the
proceeds thereof), other than the incurrence or repayment of Indebtedness in the
ordinary course of business for working capital purposes pursuant to working
capital facilities, occurring during the Four Quarter Period or at any time
subsequent to the last day of the Four Quarter Period and on or prior to the
Transaction Date, as if such incurrence or repayment, as the case may be (and
the application of the proceeds thereof), occurred on the first day of the Four
Quarter Period; and

                  (2)      any Asset Sale or other disposition or Asset
Acquisition (including, without limitation, any Asset Acquisition giving rise to
the need to make such calculation as a result of such Person or one of its
Restricted Subsidiaries (including any Person who becomes a Restricted
Subsidiary as a result of any such Asset Acquisition) incurring, assuming or
otherwise being liable for Acquired Indebtedness during the Four Quarter Period
or at any time subsequent to the last day of the Four Quarter Period and on or
prior to the Transaction Date), as if such Asset Sale or other disposition or
Asset Acquisition (including the incurrence, assumption or liability for any
such Indebtedness or Acquired Indebtedness and also including any Consolidated
EBITDA associated with the assets that are the subject of such Asset Sale or
other disposition or Asset Acquisition) occurred on the first day of the Four
Quarter Period provided that the Consolidated EBITDA of any Person acquired
shall be included only to the extent includible pursuant to the definition of
"Consolidated Net Income." If such Person or any of its

                                       - 5 -
<PAGE>

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

                  Furthermore, in calculating "Consolidated Fixed Charges" for
purposes of determining the denominator (but not the numerator) of this
"Consolidated Fixed Charge Coverage Ratio":

                  (1)      interest on outstanding Indebtedness determined on a
fluctuating basis as of the Transaction Date (including Indebtedness actually
incurred on the Transaction Date) and which will continue to be so determined
thereafter shall be deemed to have accrued at a fixed rate per annum equal to
the average rate of interest on such Indebtedness during the Four Quarter Period
ending on or prior to the Transaction Date; and

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

                  "Consolidated Fixed Charges" means, with respect to any Person
for any period, the sum, without duplication, of:

                  (1)      Consolidated Interest Expense (excluding amortization
or write-off of deferred financing costs and debt issuance costs of such Person
and its consolidated Restricted Subsidiaries during such period and any premium
or penalty paid in connection with redeeming or retiring Indebtedness of such
Person and its consolidated Restricted Subsidiaries prior to the stated maturity
thereof pursuant to the agreements governing such Indebtedness); plus

                  (2)      the product of (x) the amount of all dividend
payments on any series of Preferred Stock of such Person (other than dividends
paid in Qualified Capital Stock) paid, accrued or scheduled to be paid or
accrued during such period times (y) a fraction, the numerator of which is one
and the denominator of which is one minus the then current effective
consolidated federal, state and local tax rate of such Person, expressed as a
decimal.

                  "Consolidated Interest Expense" means, with respect to any
Person for any period, the aggregate of the interest expense of such Person and
its Restricted Subsidiaries for such period, on a consolidated basis, as
determined in accordance with GAAP, and including, without duplication, (a) all
amortization of original issue discount; (b) the interest component of
Capitalized Lease Obligations paid, accrued and/or scheduled to be paid or
accrued by such Person and its Restricted Subsidiaries during such period; and
(c) net cash costs under all Interest Swap Obligations (including amortization
of fees), other than any cash costs paid to unwind Interest Rate Obligations
existing on and prior to the Issue Date.

                  "Consolidated Net Income" means, with respect to any Person,
for any period, the aggregate net income (or loss) of such Person and its
Restricted Subsidiaries for such period on a consolidated basis, determined in
accordance with GAAP; provided, however, that there shall be excluded therefrom:

                  (1) after-tax gains and losses from Asset Sales or
abandonments or reserves relating thereto;

                  (2) after-tax items classified as extraordinary or
nonrecurring gains;

                                       - 6 -
<PAGE>

                  (3) the net income (but not loss) of any Restricted Subsidiary
of the referent Person to the extent that the declaration of dividends or
similar distributions by that Restricted Subsidiary of that income is restricted
by a contract, operation of law or otherwise;

                  (4) the net income of any Person, other than the referent
Person or a Restricted Subsidiary of the referent Person, except to the extent
of cash dividends or distributions paid to the referent Person or to a
Restricted Subsidiary of the referent Person by such Person;

                  (5) any restoration to income of any material contingency
reserve, except to the extent that provision for such reserve was made out of
Consolidated Net Income accrued at any time following the Issue Date;

                  (6) income or loss attributable to discontinued operations
(including, without limitation, operations disposed of during such period
whether or not such operations were classified as discontinued);

                  (7) all gains and losses realized on or because of the
purchase or other acquisition by such Person or any of its Restricted
Subsidiaries of any securities of such Person or any of its Restricted
Subsidiaries; and

                  (8) in the case of a successor to the referent Person by
consolidation or merger or as a transferee of the referent Person's assets, any
earnings of the successor corporation prior to such consolidation, merger or
transfer of assets.

                  "Consolidated Net Worth" of any Person means the consolidated
stockholders' equity of the Company, determined on a consolidated basis in
accordance with GAAP, less (without duplication) amounts attributable to
Disqualified Capital Stock of such Person.

                  "Consolidated Non-cash Charges" means, with respect to any
Person, for any period, the aggregate depreciation, amortization and other
non-cash expenses of such Person and its Restricted Subsidiaries reducing
Consolidated Net Income of such Person and its Restricted Subsidiaries for such
period, determined on a consolidated basis in accordance with GAAP (excluding
any such charges constituting an extraordinary item or loss or any such charge
which requires an accrual of or a reserve for cash charges for any future
period).

                  "Corporate Trust Office" means the office of the Trustee at
which the corporate trust business of the Trustee shall, at any particular time,
be principally administered, which office is, at the date of this Indenture,
located at 2 North LaSalle Street, Suite 1020, Chicago, Illinois 60602,
Attention: Corporate Trust Department, 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).

                  "Covenant Defeasance" has the meaning set forth in Section
8.01(c).

                  "Credit Agreement" means the Credit Agreement dated as of the
Issue Date, among the Company, the other Credit Parties thereto and the lenders
party thereto (together with their successors and assigns, the "Lenders") and
General Electric Capital Corporation, as agent thereunder (in such capacity,
together with its successors and assigns, the "Administrative Agent"), setting
forth the terms and conditions of the senior credit facility, together with the
related documents thereto (including, without limitation, any guarantee
agreements and security documents), in each case as such agreements may be

                                       - 7 -
<PAGE>

amended, supplemented or otherwise modified from time to time, including any
agreement extending the maturity of, refinancing, replacing or otherwise
restructuring (including increasing the amount of available borrowings
thereunder (provided that such increase in borrowings is permitted under clause
(2) of the definition of the term "Permitted Indebtedness") or adding
Subsidiaries of the Company as additional borrowers or guarantors thereunder)
all or any portion of the Indebtedness under such agreement or any successor or
replacement agreement and whether by the same or any other agent, lender or
group of lenders.

                  "Credit Agreement Obligations" means all Indebtedness and
other obligations under the Credit Agreement, including the Obligations under
the Credit Agreement.

                  "Credit Parties" means the Company, Holdings, Intermediate
Holdings, and each of their respective domestic subsidiaries and each other
Person who executes the Credit Agreement as a "Credit Party" or executes a
guaranty in favor of the Lenders or the Administrative Agent or who grants a
Lien on all or part of its assets to secure all or part of the Obligations under
the Credit Agreement.

                  "Currency Agreement" means any foreign exchange contract,
currency swap agreement or other similar agreement or arrangement designed to
protect the Company or any Restricted Subsidiary of the Company against
fluctuations in currency values.

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

                  "Default" means an event or condition the occurrence of which
is, or with the lapse of time or the giving of notice or both would be, an Event
of Default.

                  "Depository" means The Depository Trust Company, its nominees
and successors ("DTC").

                  "Distribution Compliance Period" means, with respect to any
Note, the period of 40 consecutive days beginning on and including the later of
(i) the day on which such Note is first offered to Persons other than
distributors (as defined in Regulation S under the Securities Act) in reliance
on Regulation S and (ii) the date of issuance of such Note.

                  "Disqualified Capital Stock" means that portion of 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 at the option of the holder
thereof), or upon the happening of any event (other than an event which would
constitute a Change of Control), matures or is mandatorily redeemable, pursuant
to a sinking fund obligation or otherwise, or is redeemable at the sole option
of the holder thereof (except in each case, upon the occurrence of a Change of
Control) on or prior to the first anniversary of the final maturity date of the
Notes for cash or is convertible into or exchangeable for debt securities of the
Company or its Subsidiaries at any time prior to such anniversary.

                  "Domestic Restricted Subsidiary" means, with respect to any
Person, a Domestic Subsidiary of such Person that is a Restricted Subsidiary of
such Person.

                  "Domestic Subsidiary" means, with respect to any Person, a
Subsidiary of such Person that is not a Foreign Subsidiary of such Person.

                  "Equity Offering" means any private or public offering of
Qualified Capital Stock of the Company.

                                     - 8 -
<PAGE>

                  "Euroclear" means Euroclear Bank S.A./N.V., as operator of the
Euroclear system.

                  "Event of Default" has the meaning set forth in Section 6.01.

                  "Exchange Act" means the Securities Exchange Act of 1934, as
amended, or any successor statute or statutes thereto.

                  "Exchange Notes" has the meaning set forth in the preamble to
this Indenture and means the Notes, if any, issued under Section 2.02 pursuant
to a registration rights agreement substantially similar to the Registration
Rights Agreement.

                  "Exchange Offer" means an exchange offer that may be made by
the Company, pursuant to the Registration Rights Agreement, to exchange for any
and all the Notes a like aggregate principal amount of Notes having
substantially identical terms to the Notes registered under the Securities Act.

                  "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 in good faith and shall be evidenced by a Board Resolution of
the Board of Directors of the Company delivered to the Trustee.

                  "Foreign Restricted Subsidiary" means any Foreign Subsidiary
that is a Restricted Subsidiary.

                  "Foreign Subsidiary" means, with respect to any Person, any
Subsidiary of such Person (a) which is organized under the laws of any
jurisdiction outside of the United States of America, (b) which conducts the
major portion of its business outside of the United States of America and (c)
all or substantially all of the property and assets of which are located outside
of the United States of America.

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

                  "Global Note" has the meaning set forth in Section 2.01.

                  "Guarantee" has the meaning set forth in Section 10.01

                  "Guarantor" means (1) each of the Company's Domestic
Restricted Subsidiaries existing on the Issue Date and (2) each of the Company's
Domestic Restricted Subsidiaries that in the future executes a supplemental
indenture in which such Domestic Restricted Subsidiary agrees to be bound by the
terms of the Indenture as a Guarantor; provided that any Person constituting a
Guarantor as described above shall cease to constitute a Guarantor when its
respective Guarantee is released in accordance with the terms of the Indenture.

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

                  "Holdings" means Telex Communications Holdings, Inc., a
Delaware corporation.

                                     - 9 -
<PAGE>

                  "incur" has the meaning set forth in Section 4.12.

                  "Indebtedness" means with respect to any Person, without
duplication:

                  (1)      all Obligations of such Person for borrowed money;

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

                  (3)      all Capitalized Lease Obligations of such Person;

                  (4) all Obligations of such Person issued or assumed as the
deferred purchase price of property, all conditional sale obligations and all
Obligations under any title retention agreement (but excluding trade accounts
payable and other accrued liabilities arising in the ordinary course of business
that are not overdue by 90 days or more or are being contested in good faith by
appropriate proceedings promptly instituted and diligently conducted and any
deferred purchase price represented by earn outs consistent with the Company's
past practice);

                  (5) all Obligations for the reimbursement of any obligor on
any letter of credit, banker's acceptance or similar credit transaction, whether
or not then due;

                  (6) guarantees and other contingent obligations in respect of
Indebtedness referred to in clauses (1) through (5) above and clause (8) below;

                  (7) all Obligations of any other Person of the type referred
to in clauses (1) through (6) which are secured by any Lien on any property or
asset of such Person, the amount of any such Obligation being deemed to be the
lesser of the Fair Market Value of the property or asset securing such
Obligation or the amount of such Obligation;

                  (8) all Interest Swap Obligations and all Obligations under
Currency Agreements of such Person; and

                  (9) all Disqualified Capital Stock issued by such Person with
the amount of Indebtedness represented by such Disqualified Capital Stock being
equal to the greater of its voluntary or involuntary liquidation preference and
its maximum fixed repurchase price, but excluding accrued dividends, if any.

                  For purposes hereof, the "maximum fixed repurchase price" of
any Disqualified Capital Stock which does not have a fixed repurchase price
shall be calculated in accordance with the terms of such Disqualified Capital
Stock as if such Disqualified Capital Stock were purchased on any date on which
Indebtedness shall be required to be determined pursuant to the Indenture, and
if such price is based upon, or measured by, the Fair Market Value of such
Disqualified Capital Stock, such Fair Market Value shall be determined
reasonably and in good faith by the Board of Directors of the issuer of such
Disqualified Capital Stock.

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

                  "Independent Financial Advisor" means a nationally-recognized
accounting, appraisal or investment banking firm: (1) which does not, and whose
directors, officers and employees or Affiliates do not, have a direct or
indirect financial interest in the Company; and (2) which, in the judgment of
the

                                     - 10 -
<PAGE>

Board of Directors of the Company, is otherwise independent and qualified to
perform the task for which it is to be engaged.

                  "Initial Notes" has the meaning set forth in the preamble to
this Indenture.

                  "Initial Purchaser" means Jefferies & Company, Inc.

                  "Institutional Accredited Investor" means an institution that
is an "accredited investor" as that term is defined in Rule 501(a)(1), (2), (3)
or (7) under the Securities Act.

                  "Intercreditor Agreement" means the Intercreditor Agreement
among the Administrative Agent, the Trustee, the Collateral Agent, the Company
and the Guarantors, dated as of the Issue Date, as the same may be amended,
supplemented or modified from time to time.

                  "Interest Payment Date" means the stated maturity of an
installment of interest on the Notes.

                  "Interest Swap Obligations" means the obligations of any
Person pursuant to any arrangement with any other Person, whereby, directly or
indirectly, such Person is entitled to receive from time to time periodic
payments calculated by applying either a floating or a fixed rate of interest on
a stated notional amount in exchange for periodic payments made by such other
Person calculated by applying a fixed or a floating rate of interest on the same
notional amount and shall include, without limitation, interest rate swaps,
caps, floors, collars and similar agreements.

                  "Intermediate Holdings" means Telex Communications
Intermediate Holdings, LLC, a Delaware limited liability company.

                  "Investment" means, with respect to any Person, any direct or
indirect loan or other extension of credit (including, without limitation, a
guarantee) 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 for value by such Person of any
Capital Stock, bonds, notes, debentures or other securities or evidences of
Indebtedness issued by, any Person. "Investment" shall exclude extensions of
trade credit by the Company and its Restricted Subsidiaries on commercially
reasonable terms in accordance with normal trade practices of the Company or
such Restricted Subsidiary, as the case may be. For the purposes of Section
4.10, (i) "Investment" shall include and be valued at the Fair Market Value of
the net assets of any Restricted Subsidiary at the time that such Restricted
Subsidiary is designated an Unrestricted Subsidiary and shall exclude the Fair
Market Value of the net assets of any Unrestricted Subsidiary at the time that
such Unrestricted Subsidiary is designated a Restricted Subsidiary and (ii) the
amount of any Investment shall be the original cost of such Investment plus the
cost of all additional Investments by the Company or any of its Restricted
Subsidiaries, without any adjustments for increases or decreases in value, or
write-ups, write-downs or write-offs with respect to such Investment, reduced by
the payment of dividends or distributions in connection with such Investment or
any other amounts received in respect of such Investment; provided that no such
payment of dividends or distributions or receipt of any such other amounts shall
reduce the amount of any Investment if such payment of dividends or
distributions or receipt of any such amounts would be included in Consolidated
Net Income.

                  "Issue Date" means the date of original issuance of the Notes.

                  "Legal Defeasance" has the meaning set forth in Section
8.01(b).

                                     - 11 -
<PAGE>

                  "Legal Holiday" has the meaning set forth in Section 11.07.

                  "Lenders" has the meaning set forth in the definition of the
term "Credit Agreement."

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

                  "Maturity Date" means October 15, 2008.

                  "Mortgages" means the mortgages, deeds of trust, deeds to
secure Indebtedness or other similar documents securing Liens on the Premises
and/or the Leased Premises, as well as the other Collateral secured by and
described in the mortgages, deeds of trust, deeds to secure Indebtedness or
other similar documents.

                  "Net Cash Proceeds" means, with respect to any Asset Sale, the
proceeds in the form of cash or Cash Equivalents including payments in respect
of deferred payment obligations when received in the form of cash or Cash
Equivalents (other than the portion of any such deferred payment constituting
interest) received by the Company or any of its Restricted Subsidiaries from
such Asset Sale net of:

                  (1) reasonable out-of-pocket expenses and fees relating to
such Asset Sale (including, without limitation, legal, accounting and investment
banking fees and sales commissions);

                  (2) all taxes and other costs and expenses actually paid or
estimated by the Company (in good faith) to be payable in cash in connection
with such Asset Sale;

                  (3) repayment of Indebtedness that is secured by the property
or assets that are the subject of such Asset Sale and is required to be repaid
in connection with such Asset Sale; and

                  (4) appropriate amounts to be provided by the Company or any
Restricted Subsidiary, as the case may be, as a reserve, in accordance with
GAAP, against any liabilities associated with such Asset Sale and retained by
the Company or any Restricted Subsidiary, as the case may be, after such Asset
Sale, including, without limitation, pension and other post-employment benefit
liabilities, liabilities related to environmental matters and liabilities under
any indemnification obligations associated with such Asset Sale.

provided, however, that if, after the payment of all taxes with respect to such
Asset Sale, the amount of estimated taxes, if any, pursuant to clause (2) above
exceeded the tax amount actually paid in cash in respect of such Asset Sale, the
aggregate amount of such excess shall, at such time, constitute Net Cash
Proceeds.

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

                  "Notes" has the meaning set forth in the preamble to this
Indenture and means the Initial Notes, the Additional Notes, if any, and the
Exchange Notes treated as a single class of securities, as amended or
supplemented from time to time in accordance with the terms hereof, that are
issued pursuant to this Indenture.

                  "Obligations" means all obligations for principal, premium,
interest, Additional Interest, penalties, fees, indemnifications,
reimbursements, damages and other liabilities payable under the documentation
governing any Indebtedness.

                                     - 12 -
<PAGE>

                  "Officer" means the Chief Executive Officer, the President,
the Chief Financial Officer or any Vice President of the Company.

                  "Officers' Certificate" means a certificate signed by two
Officers of the Company, at least one of whom shall be the principal financial
officer of the Company, and delivered to the Trustee.

                  "Offshore Physical Notes" has the meaning set forth in Section
2.01.

                  "Opinion of Counsel" means a written opinion from legal
counsel, who may be counsel for the Company and who is reasonably 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.

                  "Paying Agent" has the meaning set forth in Section 2.03.

                  "Permitted Holders" means each of the following: Greenwich
Street Capital Partners, Inc., FS Private Investments III LLC (d/b/a Jefferies
Capital Partners), CFSC Wayland Advisers, Inc. or any of their respective
Affiliates (including any investment fund or vehicle managed, sponsored or
advised by Greenwich Street Capital Partners, Inc., FS Private Investments III
LLC (d/b/a Jefferies Capital Partners), CFSC Wayland Advisers, Inc. or any of
their respective Affiliates).

                  "Permitted Indebtedness" means, without duplication, each of
the following:

                  (1) Indebtedness under the Notes issued in the Offering or in
the Exchange Offer in an aggregate outstanding principal amount not to exceed
$125.0 million and the related Guarantees;

                  (2) Indebtedness incurred pursuant to the Credit Agreement in
an aggregate principal amount at any time outstanding not to exceed $15.0
million as such amount may be reduced from time to time as a result of permanent
reductions of the commitments thereunder;

                  (3) other Indebtedness of the Company and its Restricted
Subsidiaries in existence on the Issue Date or which may be borrowed pursuant to
any commitment in effect under any credit agreement or facility in existence on
the Issue Date;

                  (4) Interest Swap Obligations of the Company or any Restricted
Subsidiary of the Company covering Indebtedness of the Company or any of its
Restricted Subsidiaries; provided, however, that such Interest Swap Obligations
are entered into for the purpose of fixing or hedging interest rates with
respect to any fixed or variable rate Indebtedness that is permitted by the
Indenture to be outstanding to the extent that the notional amount of any such
Interest Swap Obligation does not exceed the principal amount of Indebtedness to
which such Interest Swap Obligation relates;

                  (5) Indebtedness under Currency Agreements; provided that in
the case of Currency Agreements which relate to Indebtedness, such Currency
Agreements do not increase the Indebtedness of the Company and its Restricted
Subsidiaries outstanding other than as a result of fluctuations in foreign
currency exchange rates or by reason of fees, indemnities and compensation
payable thereunder;

                  (6) Indebtedness of a Wholly-Owned Subsidiary of the Company
to the Company or to a Wholly-Owned Subsidiary of the Company for so long as
such Indebtedness is held by the Company or a Wholly- Owned Subsidiary of the
Company, in each case subject to no Lien; provided that (a) any such
Indebtedness is subordinated, pursuant to a written agreement, to such
Subsidiary's Obligations under the Indenture and if such Subsidiary is a
Domestic Restricted Subsidiary, its Guarantee and (b) if as of any date any
Person other than the Company or a Wholly-Owned Subsidiary of the Company owns
or holds

                                     - 13 -
<PAGE>

any such Indebtedness or holds a Lien in respect of such Indebtedness, such date
shall be deemed the date of incurrence of Indebtedness not constituting
Permitted Indebtedness by the issuer of such Indebtedness;

                  (7) Indebtedness of the Company to a Wholly-Owned Subsidiary
of the Company for so long as such Indebtedness is held by a Wholly-Owned
Subsidiary of the Company, in each case subject to no Lien; provided that (a)
any such Indebtedness is subordinated, pursuant to a written agreement, to the
Company's obligations under the Indenture and the Notes and (b) if as of any
date any Person other than a Wholly-Owned Subsidiary of the Company owns or
holds any such Indebtedness or any Person holds a Lien in respect of such
Indebtedness, such date shall be deemed the date of incurrence of Indebtedness
not constituting Permitted Indebtedness by the Company;

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

                  (9) Indebtedness in respect of (A) commercial letters of
credit, or other letters of credit or other similar instruments or obligations,
issued in connection with liabilities incurred in the ordinary course of
business (including those issued to governmental entities in connection with
self-insurance under applicable workers' compensation statutes), or (B) surety,
judgment, appeal, performance and other similar bonds, instruments or
obligations provided in the ordinary course of business;

                  (10) Indebtedness of the Company or any of its Restricted
Subsidiaries represented by letters of credit for the account of the Company or
such Restricted Subsidiary, as the case may be, in order to provide security for
workers' compensation claims, payment obligations in connection with
self-insurance or similar requirements in the ordinary course of business;

                  (11) Indebtedness represented by Capitalized Lease Obligations
and Purchase Money Indebtedness of the Company and its Restricted Subsidiaries
incurred in the ordinary course of business (including Refinancings thereof that
do not result in an increase in the aggregate principal amount of Indebtedness
of such Person as of the date of such proposed Refinancing (plus the amount of
any premium required to be paid under the terms of the instrument governing such
Indebtedness and plus the amount of reasonable expenses incurred by the Company
in connection with such Refinancing)) not to exceed $5.0 million at any time
outstanding;

                  (12) Refinancing Indebtedness;

                  (13) Guarantees by the Company or a Restricted Subsidiary of
Indebtedness incurred by the Company or a Restricted Subsidiary so long as the
incurrence of such Indebtedness by the Company or any such Restricted Subsidiary
is otherwise permitted by the terms of the Indenture;

                  (14) Indebtedness arising from agreements of the Company or a
Subsidiary providing for indemnification, adjustment of purchase price or
similar obligations, in each case, incurred in connection with the disposition
of any business, assets or Subsidiary, other than guarantees of Indebtedness
incurred by any Person acquiring all or any portion of such business, assets or
Subsidiary for the purpose of financing such acquisition; provided that the
maximum aggregate liability in respect of all such Indebtedness shall at no time
exceed the gross proceeds actually received by the Company and the Subsidiary in
connection with such disposition;

                  (15) Indebtedness which is deemed to have been incurred by the
Company as a result of a change in GAAP after the Issue Date and which relates
to the Company's off-balance-sheet financing of

                                     - 14 -
<PAGE>

its facilities located in Burnsville, Minnesota on May 9, 2000; provided,
however, that the aggregate principal amount of such Indebtedness outstanding at
any time does not exceed the aggregate principal amount of Indebtedness that
would have been deemed outstanding on the Issue Date had the change in GAAP
occurred prior to the Issue Date; and

                  (16) in addition to clauses (1) through (15) above, additional
Indebtedness of the Company and its Restricted Subsidiaries in an aggregate
principal amount not to exceed $5.0 million at any time outstanding.

                  For purposes of determining compliance with Section 4.12, in
the event that an item of Indebtedness meets the criteria of more than one of
the categories of Permitted Indebtedness described in clauses (1) through (16)
above or is entitled to be incurred pursuant to the Consolidated Fixed Charge
Coverage Ratio provisions of such covenant, the Company shall, in its sole
discretion, classify (or later reclassify) such item of Indebtedness in any
manner that complies with this covenant. Accrual of interest, accretion or
amortization of original issue discount, the payment of interest on any
Indebtedness in the form of additional Indebtedness with the same terms, and the
payment of dividends on Disqualified Capital Stock in the form of additional
shares of the same class of Disqualified Capital Stock will not be deemed to be
an incurrence of Indebtedness or an issuance of Disqualified Capital Stock for
purposes of Section 4.12.

                  "Permitted Investments" means:

                  (1) Investments by the Company or any Restricted Subsidiary of
the Company in any Person that is or will become immediately after such
Investment a Guarantor or that will merge or consolidate with or into the
Company or a Guarantor, or that transfers or conveys all or substantially all of
its assets to the Company or a Guarantor.

                  (2) Investments in the Company by any Restricted Subsidiary of
the Company; provided that any Indebtedness evidencing such Investment is
unsecured and subordinated, pursuant to a written agreement, to the Company's
Obligations under the Notes and the Indenture;

                  (3) Investments in cash and Cash Equivalents;

                  (4) Currency Agreements and Interest Swap Obligations entered
into in the ordinary course of the Company's or its Restricted Subsidiaries'
businesses and otherwise in compliance with the Indenture;

                  (5) Investments in the Notes;

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

                  (7) Investments made by the Company or its Restricted
Subsidiaries as a result of consideration received in connection with an Asset
Sale made in compliance with Section 4.16;

                  (8) Investments in existence or made pursuant to legally
binding written commitments in existence on the Issue Date;

                  (9) Investments in any Foreign Restricted Subsidiary of the
Company by any other Foreign Restricted Subsidiary of the Company; and

                                     - 15 -
<PAGE>

                  (10) additional Investments in an aggregate amount not to
exceed $3.0 million at any time outstanding.

                  "Permitted Liens" means the following types of Liens:

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

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

                  (3) Liens incurred or deposits made in the ordinary course of
business in connection with workers' compensation, unemployment insurance and
other types of social security, including any Lien securing letters of credit
issued in the ordinary course of business consistent with past practice in
connection therewith, or to secure the performance of tenders, statutory
obligations, surety and appeal bonds, bids, leases, government contracts,
performance and return-of-money bonds and other similar obligations (exclusive
of obligations for the payment of borrowed money);

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

                  (5) easements, rights-of-way, zoning restrictions and other
similar charges or encumbrances in respect of real property not interfering in
any material respect with the ordinary conduct of the business of the Company or
any of its Restricted Subsidiaries;

                  (6) any interest or title of a lessor under any Capitalized
Lease Obligation permitted pursuant to clause (11) of the definition of
"Permitted Indebtedness"; provided that such Liens do not extend to any property
or assets which is not leased property subject to such Capitalized Lease
Obligation;

                  (7) Liens securing Capitalized Lease Obligations and Purchase
Money Indebtedness permitted pursuant to clause (11) of the definition of
"Permitted Indebtedness"; provided, however, that in the case of Purchase Money
Indebtedness (a) the Indebtedness shall not exceed the cost of the property
acquired, together, in the case of real property, with the cost of the
construction thereof and improvements thereto, and shall not be secured by any
property or assets of the Company or any Restricted Subsidiary of the Company
other than such property and improvements thereto so acquired or constructed and
(b) the Lien securing such Indebtedness shall be created within 180 days of such
acquisition or construction or, in the case of a refinancing of any Purchase
Money Indebtedness, within 180 days of such refinancing;

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

                                     - 16 -
<PAGE>

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

                  (10) Liens encumbering deposits made to secure obligations
arising from statutory, regulatory, contractual, or warranty requirements of the
Company or any of its Restricted Subsidiaries, including rights of offset and
set-off;

                  (11) Liens securing Interest Swap Obligations which Interest
Swap Obligations relate to Indebtedness that is otherwise permitted hereunder;

                  (12) Liens securing Indebtedness under Currency Agreements
that are permitted hereunder;

                  (13) Liens securing Acquired Indebtedness incurred in
accordance with Section 4.12; provided that:

                  (a) such Liens secured such Acquired Indebtedness at the time
of and prior to the incurrence of such Acquired Indebtedness by the Company or a
Restricted Subsidiary of the Company and were not granted in connection with, or
in anticipation of, the incurrence of such Acquired Indebtedness by the Company
or a Restricted Subsidiary of the Company; and

                  (b) such Liens do not extend to or cover any property or
assets of the Company or of any of its Restricted Subsidiaries other than the
property or assets that secured the Acquired Indebtedness prior to the time such
Indebtedness became Acquired Indebtedness of the Company or a Restricted
Subsidiary of the Company and are no more favorable to the lienholders than
those securing the Acquired Indebtedness prior to the incurrence of such
Acquired Indebtedness by the Company or a Restricted Subsidiary of the Company;

                  (14) Liens existing as of the Issue Date and securing
Indebtedness permitted to be outstanding under clause (3) of the definition of
the term "Permitted Indebtedness" to the extent and in the manner such Liens are
in effect on the Issue Date;

                  (15) Liens securing the Notes and all other monetary
obligations under the Indenture and the Guarantees;

                  (16) Liens securing Indebtedness under the Credit Agreement to
the extent such Indebtedness is permitted under clause (2) of the definition of
the term "Permitted Indebtedness" or securing other Credit Agreement
Obligations;

                  (17) Liens securing Refinancing Indebtedness which is incurred
to Refinance any Indebtedness which has been secured by a Lien permitted under
this paragraph and which has been incurred in accordance with Section 4.12;
provided, however, that such Liens: (i) are no less favorable to the Holders and
are not more favorable to the lienholders with respect to such Liens than the
Liens in respect of the Indebtedness being Refinanced; and (ii) do not extend to
or cover any property or assets of the Company or any of its Restricted
Subsidiaries not securing the Indebtedness so Refinanced; and

                  (18) Liens securing Indebtedness incurred by the Company as a
result of a change in GAAP after the Issue Date and which relates to the
Company's off-balance-sheet financing of its facilities located in Burnsville,
Minnesota on May 9, 2000 to the extent permitted to be outstanding under clause
(15) of the definition of the term "Permitted Indebtedness."

                                     - 17 -
<PAGE>

                   "Person" means an individual, partnership, corporation,
limited liability company, unincorporated organization, trust or joint venture,
or a governmental agency or political subdivision thereof.

                  "Physical Notes" has the meaning set forth in Section 2.01.

                  "Preferred Stock" of any Person means any Capital Stock of
such Person that has preferential rights to any other Capital Stock of such
Person with respect to dividends or redemptions or upon liquidation.

                  "Premises" has the meaning set forth in Section 4.21.

                  "principal" of any Indebtedness (including the Notes) means
the principal amount of such Indebtedness plus the premium, if any, on such
Indebtedness.

                  "Private Placement Legend" means the legend initially set
forth on the Notes in the form set forth in Exhibit C.

                  "pro forma" means, with respect to any calculation made or
required to be made pursuant to the terms of this Indenture, a calculation made
in accordance with Article 11 of Regulation S-X under the Securities Act, as
determined by the Board of Directors of the Company in consultation with its
independent public accountants.

                  "Public Equity Offering" means an underwritten public offering
of Common Stock of the Company or any holding company of the Company pursuant to
a registration statement filed with the Commission (other than on Form S-8) or
pursuant to another disclosure or other filing document filed with any other
applicable regulatory authority.

                  "Purchase Money Indebtedness" means Indebtedness of the
Company and its Restricted Subsidiaries incurred for the purpose of financing
all or any part of the purchase price, or the cost of installation, construction
or improvement, of property or equipment.

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

                  "Qualified Capital Stock" means any Capital Stock that is not
Disqualified Capital Stock.

                  "Record Date" means any of the Record Dates specified in the
Notes, whether or not a Legal Holiday.

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

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

                  "Reference Date" has the meaning set forth in Section 4.10.

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

                                      - 18 -
<PAGE>

                  "Refinancing Indebtedness" means any Refinancing by the
Company or any Restricted Subsidiary of the Company of Indebtedness incurred in
accordance with Section 4.12 (other than pursuant to Permitted Indebtedness) or
clauses (1), (3) or (12) of the definition of Permitted Indebtedness, in each
case that does not:

                  (1) result in an increase in the aggregate principal amount of
Indebtedness of such Person as of the date of such proposed Refinancing (plus
the amount of any premium required to be paid under the terms of the instrument
governing such Indebtedness and plus the amount of reasonable expenses incurred
by the Company in connection with such Refinancing); or

                  (2) create Indebtedness with: (a) a Weighted Average Life to
Maturity that is less than the Weighted Average Life to Maturity of the
Indebtedness being Refinanced; or (b) a final maturity earlier than the final
maturity of the Indebtedness being Refinanced; provided that (x) if such
Indebtedness being Refinanced is Indebtedness of the Company, then such
Refinancing Indebtedness shall be Indebtedness solely of the Company or a
Guarantor and (y) if such Indebtedness being Refinanced is subordinate or junior
to the Notes, then such Refinancing Indebtedness shall be subordinate to the
Notes at least to the same extent and in the same manner as the Indebtedness
being Refinanced;

                  (3) change any of the respective obligors on such Refinancing
Indebtedness;

                  (4) affect the security, if any, for such Refinancing
Indebtedness (except to the extent that less security is granted to holders of
such Refinancing Indebtedness); or

                  (5) afford the holders of such Refinancing Indebtedness
covenants, defaults, rights or remedies more burdensome to the obligors than
those contained in the Indebtedness being refinanced.

                  "Registrar" has the meaning set forth in Section 2.03.

                  "Registration Rights Agreement" means the Registration Rights
Agreement, dated as of the Issue Date, between the Company, the Guarantors and
the Initial Purchaser, as the same may be amended or modified from time to time
in accordance with the terms thereof.

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

                  "Released Interests" has the meaning set forth in Section
12.05(a).

                  "Replacement Assets" has the meaning set forth in Section
4.16(3)(b).

                  "Restricted Payment" has the meaning set forth in Section
4.10.

                  "Restricted Security" has the meaning assigned to such term in
Rule 144(a)(3) under the Securities Act; provided that the Trustee shall be
entitled to request and conclusively rely on an Opinion of Counsel with respect
to whether any Note constitutes a Restricted Security.

                  "Restricted Subsidiary" of any Person means any Subsidiary of
such Person which at the time of determination is not an Unrestricted
Subsidiary.

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

                  "Secured Parties" has the meaning set forth in the Security
Agreement.

                                     - 19 -
<PAGE>



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

                  "Security Agreement" means the Pledge and Security Agreement,
dated as of the Issue Date, made by the Company and the Guarantors in favor of
the Collateral Agent, as amended or supplemented from time to time in accordance
with its terms.

                  "Senior Subordinated Discount Notes" means the Senior
Subordinated Discount Notes due 2009 issued by Intermediate Holdings on the
Issue Date pursuant to the Indenture dated as of the Issue Date between
Intermediate Holdings and BNY Midwest Trust Company, as trustee.

                  "Significant Subsidiary" with respect to any Person, means any
Restricted Subsidiary of such Person that satisfies the criteria for a
"significant subsidiary" set forth in Rule 1.02(w) of Regulation S-X under the
Exchange Act.

                  "Subsidiary" with respect to any Person, means:

                  (1) any corporation of which the outstanding Capital Stock
having at least a majority of the votes entitled to be cast in the election of
directors under ordinary circumstances shall at the time be owned, directly or
indirectly, by such Person; or

                  (2) any other Person of which at least a majority of the
voting interest under ordinary circumstances is at the time, directly or
indirectly, owned by such Person.

                  "Tax Sharing Agreement" means that certain Tax Sharing
Agreement dated as of , 2003, by and among the Company, Holdings and
Intermediate Holdings, as the same may be amended, restated or otherwise
modified from time to time in accordance with its terms.

                  "TIA" means the Trust Indenture Act of 1939 (15 U.S.C.
Sections 77aaa-77bbbb), as amended, as in effect on the date of this Indenture,
except as otherwise set forth in Section 9.03.

                  "Total Assets" means, as of any date of determination, the
total assets of the Company and its Restricted Subsidiaries as shown on the then
most recent balance sheet of the Company prepared in accordance with GAAP.

                  "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.

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

                  "Unrestricted Subsidiary" of any Person means:

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

                                     - 20 -
<PAGE>

                  (2)      any Subsidiary of an Unrestricted Subsidiary.

                  The Board of Directors may designate any Subsidiary (including
any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary
unless such Subsidiary owns any Capital Stock of, or owns or holds any Lien on
any property of, the Company or any other Subsidiary of the Company that is not
a Subsidiary of the Subsidiary to be so designated, provided that:

                  (1) the Company certifies to the Trustee that such designation
complies with Section 4.10; and

                  (2) each Subsidiary to be so designated and each of its
Subsidiaries has not at the time of designation, and does not thereafter,
create, incur, issue, assume, guarantee or otherwise become directly or
indirectly liable with respect to any Indebtedness pursuant to which the lender
has recourse to any of the assets of the Company or any of its Restricted
Subsidiaries.

                  The Board of Directors may designate any Unrestricted
Subsidiary to be a Restricted Subsidiary only if:

                  (1) immediately after giving effect to such designation, the
Company is able to incur at least $1.00 of additional Indebtedness (other than
Permitted Indebtedness) in compliance with Section 4.12; and

                  (2) immediately before and immediately after giving effect to
such designation, no Default or Event of Default shall have occurred and be
continuing.

                  Any such designation by the Board of Directors shall be
evidenced to the Trustee by promptly filing with the Trustee a copy of the Board
Resolution giving effect to such designation and an Officers' Certificate
certifying that such designation complied with the foregoing provisions.

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

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

                  "U.S. Physical Notes" has the meaning set forth in Section
2.01.

                  "Voting Stock" means, with respect to any Person, securities
of any class or classes of Capital Stock of such Person entitling the holders
thereof (whether at all times or only so long as no senior class of stock has
voting power by reason of any contingency) to vote in the election of members of
the Board of Directors of such Person.

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

                                     - 21 -
<PAGE>

                  "Wholly-Owned Subsidiary" of any Person means any Restricted
Subsidiary of such Person of which all the outstanding Capital Stock (other than
in the case of a Foreign Subsidiary, directors' qualifying shares or an
immaterial amount of shares required to be owned by other Persons pursuant to
applicable law) are owned by such Person or any Wholly-Owned Subsidiary of such
Person.

                  SECTION 1.02. Incorporation by Reference of Trust Indenture
Act.

                  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.

                  "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;

                  (3)      "or" is not exclusive;

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

                  (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;

                  (6)      when the words "includes" or "including" are used
herein, they shall be deemed to be followed by the words "without limitation";

                  (7)      all references to Sections or Articles refer to
Sections or Articles of this Indenture unless otherwise indicated; and

                  (8)      unless otherwise defined or the context otherwise
requires, terms for which meanings are provided in this Indenture shall have
such meanings when used in each other Related Document (as defined in the
Security Agreement).

                                     - 22 -
<PAGE>

                                   ARTICLE TWO

                                    THE NOTES

                  SECTION 2.01. Form and Dating.

                  The Initial Notes and the Additional Notes and the Trustee's
certificate of authentication thereon shall be substantially in the form of
Exhibit A hereto. The Exchange Notes and the Trustee's certificate of
authentication thereon shall be substantially in the form of Exhibit B hereto.
The Notes may have notations, legends or endorsements required by law, stock
exchange rule or Depository rule or usage. The Company and the Trustee shall
approve the form of the Notes and any notation, legend or endorsement on them.
Each Note shall be dated the date of its authentication.

                  The terms and provisions contained in the forms of the Notes
annexed hereto as Exhibit A and Exhibit B, shall constitute, and are hereby
expressly made, a part of this Indenture and, to the extent applicable, the
Company, the Guarantors and the Trustee, by their execution and delivery of this
Indenture, expressly agree to such terms and provisions and to be bound thereby.

                  Notes offered and sold in reliance on Rule 144A (the "Rule
144A Global Note") shall be issued initially in the form of one or more
permanent Global Notes in fully registered form, substantially in the form set
forth in Exhibit A hereto ("Global Notes"), deposited with the Trustee, as
custodian for the Depository, duly executed by the Company and authenticated by
the Trustee as hereinafter provided and shall bear the legend set forth in
Exhibit C.

                  Notes offered and sold in reliance on Rule 501(a)(1), (2), (3)
or (7) under the Securities Act (the "IAI Global Note") shall be issued
initially in the form of one or more permanent Global Notes deposited with the
Trustee, as custodian for the Depository, duly executed by the Company and
authenticated by the Trustee as hereinafter provided and shall bear the legend
set forth in Exhibit C.

                  Notes offered and sold in offshore transactions in reliance on
Regulation S (the "Temporary Regulation S Global Note") shall be issued
initially in the form of one or more Global Notes deposited with the Trustee, as
custodian for the Depository, duly executed by the Company and authenticated by
the Trustee as hereinafter provided and shall bear the legend set forth in
Exhibit C or shall be issued in the form of certificated Notes in registered
form set forth in Exhibit A hereto (the "Offshore Physical Notes").

                  Beneficial ownership interests in the Temporary Regulation S
Global Note will not be exchangeable for interests in the Rule 144A Global Note,
the IAI Global Note, a permanent Global Note (the "Permanent Regulation S Global
Note") or any other Note without a legend containing restrictions on transfer of
such Note prior to the expiration of the Distribution Compliance Period and then
only upon certification in form reasonably satisfactory to the Trustee that
beneficial ownership interests in such Temporary Regulation S Global Note are
owned either by non-U.S. persons or U.S. persons who purchased such interests in
a transaction that did not require registration under the Securities Act.

                  The aggregate principal amount of any Global Note may from
time to time be increased or decreased by adjustments made on the records of the
Trustee, as custodian for the Depository, as hereinafter provided.

                  Notes offered and sold in reliance on any exemption from
registration under the Securities Act other than pursuant to Rule 144A or Rule
501(a)(1), (2), (3) or (7) or Regulation S shall be issued, and Notes offered
and sold in reliance on Rule 144A and Rule 501(a)(1), (2), (3) or (7) may be

                                     - 23 -
<PAGE>

issued, in the form of certificated Notes in registered form in substantially
the form set forth in Exhibit A hereto (the "U.S. Physical Notes"). The Offshore
Physical Notes and the U.S. Physical Notes are sometimes collectively herein
referred to as the "Physical Notes."

                  The definitive Notes shall be typed, printed, lithographed or
engraved or produced by any combination of these methods or may be produced in
any other manner permitted by the rules of any securities exchange on which the
Notes may be listed, all as determined by the Officers executing such Notes, as
evidenced by their execution of such Notes.

                  SECTION 2.02. Execution and Authentication; Aggregate
Principal Amount.

                  An Officer (who shall have been duly authorized by all
requisite corporate actions) shall sign the Notes for the Company by manual or
facsimile signature.

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

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

                  The Trustee shall authenticate (i) Initial Notes for original
issue in the aggregate principal amount at maturity not to exceed $125,000,000,
(ii) Exchange Notes from time to time for issue only in exchange for a like
principal amount at maturity of Initial Notes, and (iii) subject to compliance
with Section 4.12, one or more series of Notes for original issue after the
Issue Date in an unlimited amount, in each case upon written orders of the
Company in the form of an Officers' Certificate, which Officers' Certificate
shall, in the case of any issuance of Additional Notes, certify that such
issuance is in compliance with Section 4.12. In addition, each Officers'
Certificate shall specify the amount of Notes to be authenticated and the date
on which the Notes are to be authenticated, whether the Notes are to be Initial
Notes, Exchange Notes or Additional Notes, and shall further specify the amount
of such Notes to be issued as Global Notes, Offshore Physical Notes or U.S.
Physical Notes. All Notes issued under this Indenture shall vote and consent
together on all matters as one class and no series of Notes shall have the right
to vote or consent as a separate class on any matter.

                  The Trustee may appoint an authenticating agent (the
"Authenticating Agent") reasonably acceptable to the Company to authenticate
Notes. Unless otherwise provided in the appointment, an Authenticating Agent may
authenticate Notes whenever the Trustee may do so. Each reference in this
Indenture to authentication by the Trustee includes authentication by such
Authenticating Agent. An Authenticating Agent has the same rights as an Agent to
deal with the Company and Affiliates of the Company.

                  The Notes shall be issuable in fully registered form only,
without coupons, in denominations of $1,000 in principal amount at maturity and
any integral multiple thereof.

                  SECTION 2.03. Registrar and Paying Agent.

                  The Company shall maintain an office or agency which shall
initially be the Corporate Trust Office, where (a) Notes may be presented or
surrendered for registration or transfer and exchange ("Registrar"), (b) Notes
may be presented or surrendered for payment ("Paying Agent") and (c) notices and
demands to or upon the Company in respect of the Notes and this Indenture may be
served. The

                                     - 24 -
<PAGE>

Registrar shall keep a register of the Notes and of their transfer and exchange.
The Company, upon prior written notice to the Trustee, may have one or more
co-Registrars and one or more additional Paying Agents reasonably acceptable to
the Trustee. The term "Paying Agent" includes any additional Paying Agent.
Neither the Company nor any Affiliate of the Company may act as Paying Agent.

                  The Company shall enter into an appropriate agency agreement
with any Agent not a party to this Indenture, which agreement shall incorporate
the provisions of the TIA and implement the provisions of this Indenture that
relate to such Agent. The Company shall notify the Trustee in writing, in
advance, of the name and address of any such Agent and otherwise be reasonably
satisfactory to the Trustee. If the Company fails to maintain a Registrar or
Paying Agent, or fails to give the foregoing notice, the Trustee shall act as
such.

                  The Company initially appoints the Trustee as Registrar,
Paying Agent and agent for service of demands and notices in connection with the
Notes. The Paying Agent or Registrar may resign upon thirty (30) days' written
notice to the Company.

                  SECTION 2.04. Obligations of Paying Agent.

                  The Company shall require each Paying Agent other than the
Trustee to agree in writing that such Paying Agent shall hold separate and apart
from, and not commingle with any other properties, for the benefit of the
Holders or the Trustee, all assets held by the Paying Agent for the payment of
principal of, or interest on, the Notes (whether such assets have been
distributed to it by the Company or any other obligor on the Notes), and the
Company and the Paying Agent shall promptly notify the Trustee in writing of any
Default by the Company (or any other obligor on the Notes) in making any such
payment. The Company at any time may require a Paying Agent to distribute all
assets held by it to the Trustee and account for any assets disbursed and the
Trustee may at any time during the continuance of any payment Default, upon
written request to a Paying Agent, require such Paying Agent to distribute all
assets held by it to the Trustee and to account for any assets distributed. Upon
receipt by the Trustee of all assets that shall have been delivered by the
Company to the Paying Agent, the Paying Agent shall have no further liability
for such assets.

                  SECTION 2.05. Holder Lists.

                  The Trustee shall preserve in as current a form as is
reasonably practicable the most recent list available to it of the names and
addresses of the Holders and shall otherwise comply with TIA Section 312(a). If
the Trustee is not the Registrar, the Company shall furnish or cause the
Registrar to furnish to the Trustee before each Record Date and at such other
times as the Trustee may request in writing a list as of such date and in such
form as the Trustee may reasonably request of the names and addresses of the
Holders, which list may be conclusively relied upon by the Trustee.

                  SECTION 2.06. Transfer and Exchange.

                  Subject to the provisions of Sections 2.14 and 2.15, when
Notes are presented to the Registrar or a co-Registrar with a request to
register the transfer of such Notes or to exchange such Notes for an equal
principal amount of Notes of other authorized denominations, the Registrar or
co-Registrar shall register the transfer or make the exchange as requested;
provided, however, that the Notes presented or surrendered for registration of
transfer or exchange shall be duly endorsed or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Registrar or
co-Registrar, duly executed by the Holder thereof or his attorney duly
authorized in writing and such other documents as the Registrar or Co-Registrar
may reasonably require. To permit registrations of transfers and exchanges, the
Company shall issue and the Trustee shall authenticate Notes at the Registrar's
or co-Registrar's request.

                                     - 25 -
<PAGE>

No service charge shall be made for any registration of transfer or exchange,
but the Company or 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
exchanges or transfers pursuant to Section 2.10, 3.06, 4.15, 4.16 or 9.05, in
which event the Company shall be responsible for the payment of such taxes).

                  The Registrar or co-Registrar shall not be required to
register the transfer or exchange of any Note (i) during a period beginning at
the opening of business fifteen (15) days before the mailing of a notice of
redemption of Notes and ending at the close of business on the day of such
mailing and (ii) selected for redemption in whole or in part pursuant to Article
Three, except the unredeemed portion of any Note being redeemed in part.

                  Any Holder of a Global Note shall, by acceptance of such
Global Note, agree that transfers of beneficial interests in such Global Note
may be effected only through the Depository, in accordance with this Indenture
and the Applicable Procedures.

                  SECTION 2.07. Replacement Notes.

                  If a mutilated Note is surrendered to the Trustee or if the
Holder of a Note claims in writing that the Note has been lost, destroyed or
wrongfully taken, then, in the absence of written notice to the Company upon its
request or the Trustee that such Note has been acquired by a protected
purchaser, the Company shall issue and the Trustee shall authenticate a
replacement Note of like tenor and principal amount and bearing a number not
contemporaneously outstanding if the Trustee's requirements are met. Except with
respect to mutilated Notes, if required by the Trustee or the Company, such
Holder must provide an affidavit of lost certificate and an indemnity bond or
other indemnity, sufficient in the judgment of both the Company and the Trustee,
to protect the Company, the Trustee or any Agent from any loss which any of them
may suffer if a Note is replaced. The Company may charge such Holder for its
reasonable out-of-pocket expenses in replacing a Note, including reasonable fees
and expenses of its counsel and of the Trustee and its counsel. Every
replacement Note shall constitute an additional obligation of the Company,
entitled to the benefits of this Indenture.

                  SECTION 2.08. Outstanding Notes.

                  Notes outstanding at any time are all the Notes that have been
authenticated by the Trustee except those cancelled by it, those delivered to it
for cancellation and those described in this Section 2.08 as not outstanding.
Subject to the provisions of Section 2.09, a Note does not cease to be
outstanding because the Company or any of its Affiliates holds the Note.

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

                  If on a Redemption Date or the Maturity Date the Paying Agent
holds U.S. Legal Tender or U.S. Government Obligations sufficient to pay all of
the principal and interest due on the Notes payable on that date and is not
prohibited from paying such money to the Holders thereof pursuant to the terms
of this Indenture, then on and after that date such Notes cease to be
outstanding and interest on them ceases to accrue.

                                     - 26 -
<PAGE>

                  SECTION 2.09. Treasury Notes; When Notes Are Disregarded.

                  In determining whether the Holders of the required principal
amount at maturity of Notes have concurred in any direction, waiver, consent or
notice, Notes owned by the Company or any of its Affiliates shall be considered
as though they are 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 which a Trust Officer of the Trustee actually knows are
so owned shall be so considered. The Company shall notify the Trustee, in
writing (which notice shall constitute actual notice for purposes of the
foregoing sentence), when it or any of its Affiliates repurchases or otherwise
acquires Notes, of the aggregate principal amount at maturity of such Notes so
repurchased or otherwise acquired.

                  SECTION 2.10. Temporary Notes.

                  Until definitive Notes are ready for delivery, the Company may
prepare and execute and the Trustee shall authenticate temporary Notes upon
receipt of a written order of the Company in the form of an Officers'
Certificate. The Officers' Certificate shall specify the amount of temporary
Notes to be authenticated and the date on which the temporary Notes are to be
authenticated. Temporary Notes shall be substantially in the form of definitive
Notes but may have variations that the Company considers appropriate for
temporary Notes. Without unreasonable delay, the Company shall prepare and the
Trustee shall authenticate upon receipt of a written order of the Company
pursuant to Section 2.02 definitive Notes in exchange for temporary Notes. Until
so exchanged, the temporary Notes shall be entitled to the same benefits under
this Indenture as definitive Notes.

                  SECTION 2.11. Cancellation.

                  The Company at any time may deliver Notes previously
authenticated hereunder which the Company has acquired in any lawful manner, to
the Trustee for cancellation. The Registrar and the Paying Agent shall forward
to the Trustee any Notes surrendered to them for transfer, exchange or payment.
The Trustee, or at the direction of the Trustee, the Registrar or the Paying
Agent, and no one else, shall cancel all Notes surrendered for transfer,
exchange, payment or cancellation. Subject to Section 2.07, the Company may not
issue new Notes to replace Notes that it has paid or delivered to the Trustee
for cancellation. If the Company shall acquire any of the Notes, such
acquisition shall not operate as a redemption or satisfaction of the
Indebtedness represented by such Notes unless and until the same are surrendered
to the Trustee for cancellation pursuant to this Section 2.11. The Trustee shall
dispose of all cancelled Notes in accordance with customary procedures or, at
the written request of the Company, shall return the same to the Company.

                  SECTION 2.12. CUSIP Numbers.

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

                  SECTION 2.13. Deposit of Moneys.

                  Prior to 11:00 a.m. New York City time on each Interest
Payment Date and the Maturity Date, the Company shall deposit with the Paying
Agent U.S. Legal Tender sufficient to make cash payments, if any, due on such
Interest Payment Date or the Maturity Date, as the case may be.

                                     - 27 -
<PAGE>

                  SECTION 2.14. Book-Entry Provisions for Global Notes.

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

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

                  (b)      Transfers of the Global Notes shall be limited to
transfers in whole, but not in part, to the Depository, its successors or their
respective nominees. Interests of beneficial owners in the Global Notes may be
transferred or exchanged in accordance with the Applicable Procedures of the
Depository and the provisions of Section 2.15. In addition, Physical Notes shall
be transferred to all beneficial owners in exchange for their beneficial
interests in the Global Notes if (i) the Depository notifies the Company that it
is unwilling or unable to continue as Depository for the Global Notes and a
successor Depository is not appointed by the Company within ninety (90) days of
such notice or (ii) an Event of Default has occurred and is continuing and the
Registrar has received a request from the Depository to issue Physical Notes.

                  (c)      Any beneficial interest in one of the Global Notes
that is transferred to a person who takes delivery in the form of an interest in
another Global Note shall, upon transfer, cease to be an interest in such Global
Note and become a beneficial interest in such other Global Note and,
accordingly, shall thereafter be subject to all transfer restrictions, if any,
and other procedures applicable to a beneficial interest in such other Global
Notes for as long as it remains such an interest.

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

                  (e)      In connection with the transfer of an entire Global
Note to beneficial owners pursuant to paragraph (b), the Global Notes shall be
deemed to be surrendered to the Trustee for cancellation, and the Company shall
execute, and the Trustee shall authenticate and deliver, to each beneficial
owner identified by the Depository in exchange for its beneficial interest in
the Global Notes, an equal aggregate principal amount of Physical Notes of
authorized denominations.

                  (f)      Any Physical Note constituting a Restricted Security
delivered in exchange for an interest in the Global Note pursuant to paragraph
(b) or (c) shall, except as otherwise provided by paragraphs (a)(i)(x) and (c)
of Section 2.15, bear the legend regarding transfer restrictions applicable to
the Physical Notes set forth in Exhibit A.

                                     - 28 -
<PAGE>

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

                  (h)      Neither the Trustee nor any Agent shall have any
responsibility for any actions taken or not taken by the Depository.

                  SECTION 2.15. Special Transfer Provisions.

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

                  (i)      the Registrar shall register the transfer of any Note
         constituting a Restricted Security, whether or not such Note bears the
         Private Placement Legend, if (x) the requested transfer is after
         November 19, 2005 or (y) (1) in the case of a transfer to an
         Institutional Accredited Investor which is not a QIB (excluding
         Non-U.S. Persons), the proposed transferee has delivered to the
         Registrar a certificate substantially in the form of Exhibit D hereto
         or (2) in the case of a transfer to a Non-U.S. Person, the proposed
         transferor has delivered to the Registrar a certificate substantially
         in the form of Exhibit E hereto; and

                  (ii)     if the proposed transferor is an Agent Member holding
         a beneficial interest in the Global Note, upon receipt by the Registrar
         of (x) the certificate, if any, required by paragraph (i) above and (y)
         instructions given in accordance with the Applicable Procedures and the
         Registrar's procedures,

whereupon (1) the Registrar shall reflect on its books and records the date and
(if the transfer does not involve a transfer of outstanding Physical Notes) a
decrease in the principal amount of the Global Note in an amount equal to the
principal amount of the beneficial interest in the Global Note to be
transferred, and (2) the Company shall execute and the Trustee shall
authenticate and deliver one or more Physical Notes of like tenor and principal
amount.

                  (b)      Transfers to QIBs. The following provisions shall
apply with respect to the registration of any proposed transfer of a Note
constituting a Restricted Security to a QIB (excluding transfers to Non-U.S.
Persons):

                  (i)      the Registrar shall register the transfer if such
         transfer is being made by a proposed transferor who has checked the box
         provided for on the form of Note stating, or has otherwise advised the
         Company and the Registrar in writing, that the sale has been made in
         compliance with the provisions of Rule 144A to a transferee who has
         signed the certification provided for on the form of Note stating, or
         has otherwise advised the Company and the Registrar in writing, that it
         is purchasing the Note for its own account or an account with respect
         to which it exercises sole investment discretion and that it and any
         such account is a QIB within the meaning of Rule 144A, and is aware
         that the sale to it is being made in reliance on Rule 144A and
         acknowledges that it has received such information regarding the
         Company as it has requested pursuant to Rule 144A or has determined not
         to request such information and that it is aware that the transferor is
         relying upon its foregoing representations in order to claim the
         exemption from registration provided by Rule 144A; and

                                     - 29 -
<PAGE>

                  (ii)     if the proposed transferee is an Agent Member, and
         the Notes to be transferred consist of Physical Notes which after
         transfer are to be evidenced by an interest in the Global Note, upon
         receipt by the Registrar of instructions given in accordance with the
         Applicable Procedures and the Registrar's procedures, the Registrar
         shall reflect on its books and records the date and an increase in the
         principal amount of the Global Note in an amount equal to the principal
         amount of the Physical Notes to be transferred, and the Trustee shall
         cancel the Physical Notes so transferred.

                  (c)      Private Placement Legend. Upon the transfer, exchange
or replacement of Notes not bearing the Private Placement Legend, the Registrar
shall deliver Notes that do not bear the Private Placement Legend. Upon the
transfer, exchange or replacement of Notes bearing the Private Placement Legend,
the Registrar shall deliver only Notes that bear the Private Placement Legend
unless (i) the circumstance contemplated by paragraph (a)(i)(x) of this Section
2.15 exists or (ii) there is delivered to the Registrar an Opinion of Counsel
reasonably satisfactory to the Company and the Trustee to the effect that
neither such legend nor the related restrictions on transfer are required in
order to maintain compliance with the provisions of the Securities Act. The
Registrar shall not register a transfer of any Note unless such transfer
complies with the restrictions on transfer of such Note set forth in this
Indenture. In connection with any transfer of Notes, each Holder agrees by its
acceptance of the Notes to furnish the Registrar or 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 a transaction not subject to, the registration requirements
of the Securities Act; provided that the Registrar shall not be required to
determine (but may rely on a determination made by the Company with respect to)
the sufficiency of any such certifications, legal opinions or other information.

                  (d)      Transfers of Temporary Regulation S Global Notes.
During the Distribution Compliance Period, beneficial ownership interests in
Temporary Regulation S Global Notes may only be sold, pledged or transferred
through Euroclear or Clearstream in accordance with the Applicable Procedures
and only (i) to the Company, (ii) so long as such Note is eligible for resale
pursuant to Rule 144A, to a Person whom the selling holder reasonably believes
is a QIB that purchases for its own account or for the account of a QIB to whom
notice is given that the resale, pledge or transfer is being made in reliance on
Rule 144A, (iii) to an IAI who is purchasing for its own account or for the
account of another institutional investor, in each case in a minimum principal
amount of the Notes of $250,000, for investment purposes and not with a view to
or for offer or sale in connection with any distribution in violation of the
Securities Act, (iv) in an offshore transaction in accordance with Regulation S,
(v) pursuant to an exemption from registration under the Securities Act provided
by Rule 144 (if applicable) under the Securities Act or (vi) pursuant to an
effective registration statement under the Securities Act, in each case in
accordance with any applicable securities laws of any State of the United
States.

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

                  The Registrar shall retain copies of all letters, notices and
other written communications received pursuant to Section 2.14 or this Section
2.15. The Company shall have the right to inspect and make copies of all such
letters, notices or other written communications at any reasonable time upon the
giving of reasonable written notice to the Registrar.

                  The Trustee shall have no obligation or duty to monitor,
determine or inquire as to compliance with any restrictions on transfer imposed
under this Indenture or under applicable law with respect to any transfer of any
interest in any Note (including any transfers between or among Depository

                                     - 30 -
<PAGE>

participants or beneficial owners of interests in any Global Note) other than to
require delivery of such certificates and other documentation or evidence as are
expressly required by, and to do so if and when expressly required by the terms
of, this Indenture, and to examine the same to determine substantial compliance
as to form with the express requirements hereof.

                                  ARTICLE THREE

                                   REDEMPTION

                  SECTION 3.01. Optional Redemption.

                  The Company may, at its option, redeem the Notes, in whole or
in part, at specified times and under specified conditions, as set forth in
Paragraph 5 of the Notes. If the Company elects to redeem Notes pursuant to
Paragraph 5 of the Notes, it shall, prior to mailing the notice of redemption
referred to in Section 3.03, furnish to the Trustee and Paying Agent an
Officers' Certificate setting forth the Redemption Date and the principal amount
of the Notes to be redeemed and the clause of this Indenture pursuant to which
the redemption shall occur.

                  Each Officers' Certificate provided for in this Section 3.01
shall be accompanied by an Opinion of Counsel stating that such redemption
complies with the conditions contained herein and in the Notes.

                  SECTION 3.02. Selection of Notes to Be Redeemed.

                  If fewer than all of the Notes are to be redeemed pursuant to
Paragraph 5 of the Notes, the Trustee shall select the Notes to be redeemed (1)
in compliance with the requirements of the principal national securities
exchange, if any, on which such Notes are listed or (2) if such Notes are not
then listed on a national securities exchange, on a pro rata basis, by lot or by
such method as the Trustee may reasonably determine is fair and appropriate,
provided that no partial redemption will reduce the principal amount of a Note
not redeemed to less than $1,000; and provided, further, that if a partial
redemption is made with the proceeds of an Equity Offering then the selection of
the Notes or portions thereof for redemption shall be made by the Trustee only
on a pro rata basis or on as nearly a pro rata basis as is practicable (subject
to the procedures of the Depository), unless such method is prohibited. 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 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 thirty (30) days but not more than sixty (60) days
before a Redemption Date, the Company shall mail or cause to be mailed a notice
of redemption by first class mail, postage prepaid, to each Holder whose Notes
are to be redeemed at its registered address, with a copy to the Trustee and any
Paying Agent. At the Company's written request delivered at least ten days prior
to the date such notice is to be given (unless a shorter period shall be
acceptable to the Trustee), the Trustee shall give the notice of redemption to
Holders selected for redemption in the Company's name and at the Company's
expense. Failure to give Notice of redemption, or any defect therein to any
Holder of any Note selected for redemption shall not impair or affect the
validity of the redemption of any other Note.

                                     - 31 -
<PAGE>

                  Each notice of redemption shall identify the Notes to be
redeemed and shall state:

                  (1)      the Redemption Date;

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

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

                  (4)      the CUSIP number;

                  (5)      the subparagraph of the Notes pursuant to which such
         redemption is being made;

                  (6)      the place where such Notes called for redemption must
         be surrendered to the Paying Agent to collect the Redemption Price plus
         accrued interest, if any;

                  (7)      that, unless the Company fails to deposit with the
         Paying Agent funds in satisfaction of the applicable Redemption Price
         plus accrued interest, if any, interest on Notes called for redemption
         ceases to accrue on and after the Redemption Date in accordance with
         Section 3.05, and the only remaining right of the Holders of such Notes
         is to receive payment of the Redemption Price plus accrued interest, if
         any, upon surrender to the Paying Agent of the Notes redeemed;

                  (8)      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 at maturity equal to the unredeemed
         portion thereof shall be issued; and

                  (9)      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 at maturity of
         Notes to be redeemed and the aggregate principal amount at maturity of
         Notes to be outstanding after such partial redemption.

                  If any of the Notes to be redeemed is in the form of a Global
Note, then the Company shall modify such notice to the extent necessary to
accord with the procedures of the Depository applicable to redemption.

                  SECTION 3.04. Effect of Notice of Redemption.

                  Once notice of redemption is mailed in accordance with Section
3.03, Notes or portions thereof called for redemption shall become irrevocably
due and payable on the Redemption Date and at the Redemption Price plus accrued
interest, if any. Upon surrender to the Trustee or Paying Agent, such Notes or
portions thereof called for redemption shall be paid at the Redemption Price
plus accrued interest thereon, if any, to the Redemption Date, but installments
of interest, the maturity of which is on or prior to the Redemption Date, shall
be payable to Holders of record at the close of business on the relevant Record
Dates referred to in the Notes.

                  SECTION 3.05. Deposit of Redemption Price.

                  Not later than 10:00 a.m. local time in the place of payment
on the Redemption Date, the Company shall deposit with the Paying Agent U.S.
Legal Tender sufficient to pay the Redemption Price plus accrued interest, if
any, of all Notes or portions thereof to be redeemed on that date.

                                     - 32 -
<PAGE>

                  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 plus accrued
interest, if any, interest on the Notes to be redeemed shall 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
Company shall issue and the Trustee shall authenticate for the Holder at the
expense of the Company a new Note or Notes equal in principal amount at maturity
to the unredeemed portion of the Note surrendered.

                                  ARTICLE FOUR

                                    COVENANTS

                  SECTION 4.01. Payment of Notes.

                  The Company shall pay the principal of, or premium, if any, or
interest, if any, on the Notes on the dates and in the manner provided in the
Notes and in this Indenture. An installment of principal of, or premium, if any,
or interest, if any, on the Notes shall be considered paid on the date it is due
if the Trustee or Paying Agent (other than the Company or an Affiliate of the
Company) holds on that date U.S. Legal Tender designated for and sufficient to
pay the installment in full and is not prohibited from paying such money to the
Holders pursuant to the terms of this Indenture.

                  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 from
principal or interest payments hereunder.

                  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 written notice to the Trustee and the
Holders 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
Corporate Trust Office and the Company hereby appoints the Trustee as its agent
to receive all such presentations, surrenders, notices and demands.

                  SECTION 4.03. Corporate Existence.

                  Except as otherwise permitted by Article Five, the Company
shall do or cause to be done, at its own cost and expense, all things necessary
to preserve and keep in full force and effect its corporate existence and the
corporate existence of each of its Subsidiaries in accordance with the
respective organizational documents of each such Subsidiary and the material
rights (charter and statutory) and franchises of the Company and each such
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 Subsidiaries, any such existence, material right or
franchise, if the Board of Directors of the Company,

                                     - 33 -
<PAGE>

shall determine in good faith that the preservation thereof is no longer
desirable in the conduct of the business of the Company and its Subsidiaries,
taken as a whole.

                  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 material 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 Restricted Subsidiaries or its properties or any of its Restricted
Subsidiaries' properties and (ii) all material lawful claims for labor,
materials and supplies that, if unpaid, might by law become a Lien upon its
properties or any of its Restricted Subsidiaries' properties; provided, however,
that the Company shall not be required to pay or discharge or cause to be paid
or discharged any such tax, assessment, charge or claim whose amount,
applicability or validity is being or shall be contested in good faith by
appropriate proceedings properly instituted and diligently conducted for which
adequate reserves, to the extent required under GAAP, have been taken.

                  SECTION 4.05. Maintenance of Properties and Insurance.

                  (a)      The Company shall, and shall cause each of its
Restricted Subsidiaries to, maintain its properties in good working order and
condition in all material respects (subject to ordinary wear and tear) and make
all necessary repairs, renewals, replacements, additions, betterments and
improvements thereto and actively conduct and carry on its business; provided,
however, that nothing in this Section 4.05 shall prevent the Company or any of
its Restricted Subsidiaries from discontinuing the operation and maintenance of
any of its properties if such discontinuance is, in the good faith judgment of
the Board of Directors or other governing body of the Company or the Subsidiary
concerned, as the case may be, desirable in the conduct of its businesses and is
not disadvantageous in any material respect to the Holders.

                  (b)      The Company shall maintain insurance (including
appropriate self-insurance) against loss or damage of the kinds that, in the
good faith judgment of the Company, are adequate and appropriate for the conduct
of the business of the Company and its Restricted Subsidiaries in a prudent
manner, with reputable insurers or with the government of the United States or
an agency or instrumentality thereof, in such amounts, with such deductibles,
and by such methods as shall be customary, in the good faith judgment of the
Company, for companies similarly situated in the industry.

                  SECTION 4.06. Compliance Certificate; Notice of Default.

                  (a)      The Company and each Guarantor shall deliver to the
Trustee, within ninety (90) days after the end of the Company's fiscal year, an
Officers' Certificate stating that a review of the activities of the Company and
its Restricted Subsidiaries during the preceding fiscal year has been made under
the supervision of the signing Officers (one of whom is the principal executive
officer, principal financial officer or principal accounting officer) with a
view to determining whether they have kept, observed, performed and fulfilled
their obligations under this Indenture and further stating, as to each such
Officer signing such certificate, that to the best of such Officer's actual
knowledge the Company and its Restricted Subsidiaries during such preceding
fiscal year have kept, observed, performed and fulfilled each and every
condition and covenant under this Indenture 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.

                                     - 34 -
<PAGE>

                  (b)      The annual financial statements delivered pursuant to
Section 4.08 shall be accompanied by a written report of the Company's
independent accountants (who shall be a firm of established national reputation)
that in conducting their audit of such financial statements nothing has come to
their attention that would lead them to believe that the Company has violated
any provisions hereof insofar as they relate to accounting matters 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 or (ii) if any Holder seeks to exercise any remedy hereunder
with respect to a claimed Default under this Indenture or the Notes, the Company
shall deliver to the Trustee, at its address set forth in Section 11.02, by
registered or certified mail or facsimile transmission followed by hard copy by
registered or certified mail an Officers' Certificate specifying such event,
notice or other action within five (5) Business Days of its becoming aware of
such occurrence and the action which the Company proposes to take with respect
thereto.

                  SECTION 4.07. Compliance with Laws.

                  The Company shall, and shall cause each of its Subsidiaries
to, comply with all applicable statutes, rules, regulations, orders and
restrictions of the United States, all states and municipalities thereof, and of
any governmental department, commission, board, regulatory authority, bureau,
agency and instrumentality of the foregoing, in respect of the conduct of its
businesses and the ownership of its properties, except for such noncompliances
as are not in the aggregate reasonably likely to have a material adverse effect
on the financial condition or results of operations of the Company and its
Subsidiaries, taken as a whole or the ability of the Company to perform its
obligations hereunder.

                  SECTION 4.08. Reports to Holders.

                  Whether or not required by the rules and regulations of the
Commission, so long as any Notes are outstanding, the Company will furnish to
the Trustee and, upon request, to the Holders:

                  (1)      all quarterly and annual financial information that
would be required to be contained in a filing with the Commission on Forms 10-Q
and 10-K if the Company were required to file such Forms, including a
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" that describes the financial condition and results of operations of
the Company and its consolidated Subsidiaries (showing in reasonable detail,
either on the face of the financial statements or in the footnotes thereto and
in Management's Discussion and Analysis of Financial Condition and Results of
Operations, the financial condition and results of operations of the Company and
its Restricted Subsidiaries separate from the financial condition and results of
operations of the Unrestricted Subsidiaries of the Company, if any) and, with
respect to the annual information only, a report thereon by the Company's
certified independent accountants; and

                  (2)      all current reports that would be required to be
filed with the Commission on Form 8-K if the Company were required to file such
reports, in each case within the time periods specified in the Commission's
rules and regulations.

                  In addition, following the consummation of the Exchange Offer
contemplated by the Registration Rights Agreement, whether or not required by
the rules and regulations of the Commission, the Company will file a copy of all
such information and reports with the Commission for public availability within
the time periods specified in the Commission's rules and regulations (unless the
Commission will not accept such a filing). In addition, prior to the
consummation of the Exchange Offer,

                                     - 35 -
<PAGE>

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

                  The receipt by the Trustee of any such reports and documents
pursuant to this Section 4.08 shall not constitute notice or constructive notice
of any information contained in such documents or determinable from information
contained in such documents, including the Company's compliance with any
covenants hereunder (as to which the Trustee is entitled to rely exclusively on
an Officers' Certificate).

                  SECTION 4.09. Waiver of Stay, Extension or Usury Laws.

                  The Company and each of the Guarantors covenants (to the
extent that it may lawfully do so) that it shall not at any time insist upon,
plead, or in any manner whatsoever claim or take the benefit or advantage of,
any stay or extension law or any usury law or other law that would prohibit or
forgive the Company and each of the Guarantors from paying all or any portion of
the principal of, premium, if any, 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 and each of the Guarantors hereby
expressly waives all benefit or advantage of any such law, and covenants that it
shall not hinder, delay or impede the execution of any power herein granted to
the Trustee, but shall suffer and permit the execution of every such power as
though no such law had been enacted.

                  SECTION 4.10. Limitation on Restricted Payments.

                  The Company will not, and will not cause or permit any of its
Restricted Subsidiaries to, directly or indirectly:

                  (1)      declare or pay any dividend or make any distribution
(other than dividends or distributions payable in Qualified Capital Stock of the
Company and dividends and distributions payable to the Company or another
Restricted Subsidiary of the Company) on or in respect of shares of Capital
Stock of the Company or its Restricted Subsidiaries to holders of such Capital
Stock;

                  (2)      purchase, redeem or otherwise acquire or retire for
value any Capital Stock of the Company or its Restricted Subsidiaries or any
warrants, rights or options to purchase or acquire shares of any class of such
Capital Stock (other than upon the exercise of such warrants, rights or options
in accordance with their terms);

                  (3)      make any principal payment on, purchase, defease,
redeem, prepay, decrease or otherwise acquire or retire for value, prior to any
scheduled final maturity, scheduled repayment or scheduled sinking fund payment,
any Indebtedness of the Company or any Guarantor that is subordinate or junior
in right of payment to the Notes or a Guarantee; or

                  (4)      make any Investment (other than Permitted
Investments);

(each of the foregoing actions set forth in clauses (1), (2), (3) and (4) being
referred to as a "Restricted Payment"); if at the time of such Restricted
Payment or immediately after giving effect thereto,

                           (i)      a Default or an Event of Default shall have
         occurred and be continuing; or

                                     - 36 -
<PAGE>

                           (ii)     the Company is not able to incur at least
         $1.00 of additional Indebtedness (other than Permitted Indebtedness) in
         compliance with Section 4.12; or

                           (iii)    the aggregate amount of Restricted Payments
         (including such proposed Restricted Payment) made subsequent to the
         Issue Date (the amount expended for such purposes, if other than in
         cash, being the Fair Market Value of such property at the time of the
         making thereof) shall exceed the sum of:

                                    (u)      50% of the cumulative Consolidated
                  Net Income (or if cumulative Consolidated Net Income is a
                  negative number, 100% of such Consolidated Net Income) of the
                  Company earned subsequent to the Issue Date and ending on the
                  last day of the Company's last fiscal quarter ending prior to
                  the date the Restricted Payment occurs for which financial
                  statements are available (the "Reference Date") (treating such
                  period as a single accounting period); plus

                                    (v)      100% of the aggregate net cash
                  proceeds received by the Company from any Person (other than a
                  Subsidiary of the Company) from the issuance and sale
                  subsequent to the Issue Date and on or prior to the Reference
                  Date of Qualified Capital Stock of the Company or warrants,
                  options or other rights to acquire Qualified Capital Stock of
                  the Company; plus

                                    (w)      100% of the aggregate net cash
                  proceeds received from the issuance of Indebtedness or shares
                  of Disqualified Capital Stock of the Company that have been
                  converted into or exchanged for Qualified Capital Stock of the
                  Company subsequent to the Issue Date and on or prior to the
                  Reference Date; plus

                                    (x)      without duplication of any amounts
                  included in clause (iii)(v) above, 100% of the aggregate net
                  cash proceeds of any equity contribution received by the
                  Company from a holder of the Company's Capital Stock
                  subsequent to the Issue Date and on or prior to the Reference
                  Date.

In the case of clauses (iii)(v) and (w) above, any net cash proceeds from
issuances and sales of Qualified Capital Stock of the Company financed directly
or indirectly using funds borrowed from the Company or any Subsidiary of the
Company, shall be excluded until and to the extent such borrowing is repaid.

                  Notwithstanding the foregoing, the provisions set forth in the
immediately preceding paragraph do not prohibit:

                  (1)      the payment of any dividend within 60 days after the
date of declaration of such dividend if such dividend would have been permitted
on the date of declaration;

                  (2)      if no Default or Event of Default shall have occurred
and be continuing or would exist after giving effect thereto, the acquisition of
any shares of Qualified Capital Stock of the Company, either (i) solely in
exchange for other shares of Qualified Capital Stock of the Company or (ii)
through the application of net proceeds of a substantially concurrent sale for
cash (other than to a Restricted Subsidiary of the Company) of shares of
Qualified Capital Stock of the Company;

                  (3)      if no Default or Event of Default shall have occurred
and be continuing or would exist after giving effect thereto, the acquisition of
any Indebtedness of the Company or the Guarantors that is subordinate or junior
in right of payment to the Notes and Guarantees either (i) solely in exchange
for shares of Qualified Capital Stock of the Company, or (ii) through the
application of net proceeds of a

                                     - 37 -
<PAGE>

substantially concurrent sale for cash (other than to a Restricted Subsidiary of
the Company) of (a) shares of Qualified Capital Stock of the Company or (b)
Refinancing Indebtedness;

                  (4)      if no Default or Event of Default shall have occurred
and be continuing or would exist after giving effect thereto, an Investment
through the application of the net proceeds of a substantially concurrent sale
for cash (other than to a Restricted Subsidiary of the Company) of shares of
Qualified Capital Stock of the Company;

                  (5)      if no Default or Event of Default has occurred and is
continuing or would exist after giving effect thereto, the repurchase or other
acquisition of shares of Capital Stock of the Company from employees, former
employees, directors or former directors of the Company (or permitted
transferees of such employees, former employees, directors or former directors),
pursuant to the terms of the agreements (including employment agreements) or
plans (or amendments thereto) approved by the Board of Directors of the Company
under which such individuals purchase or sell or are granted the option to
purchase or sell, shares of such Capital Stock; provided, however, that the
aggregate amount of such repurchases and other acquisitions shall not exceed
$500,000 in any fiscal year;

                  (6)      dividends and distributions paid on Capital Stock of
a Restricted Subsidiary on a pro rata basis;

                  (7)      payments by the Company or any Restricted Subsidiary
to Holdings or Intermediate Holdings to satisfy the Company's or such Restricted
Subsidiary's obligations under or in respect of the Tax Sharing Agreement;

                  (8)      payments by the Company or any Restricted Subsidiary
to Holdings or Intermediate Holdings (x) to pay the necessary fees and expenses
to maintain Holdings' and Intermediate Holdings' legal existence and good
standing and to pay the reasonable costs of their respective directors' and
officers' insurance and (y) to pay third party legal, management, consulting and
accounting fees, insurance premiums, audit fees, trustee fees, stock and/or
warrant transfer agent fees and other customary business expenses of Holdings or
Intermediate Holdings incurred in the ordinary course of their respective
businesses as in effect on the Issue Date, in each case to the extent such fees,
expenses or other amounts relate to services provided by entities which are not
the Affiliates of the Company and its Restricted Subsidiaries;

                  (9)      payments by the Company to Intermediate Holdings to
pay the cash interest due on the Senior Subordinated Discount Notes; provided,
however, that the aggregate amount of such payments shall not exceed 1.0% per
annum of the accreted value of the then-outstanding Senior Subordinated Discount
Notes in any fiscal year;

                  (10)     repayment by the Company from the proceeds of the
offering of the Notes of the 10.5% Senior Subordinated Notes due May 1, 2007 and
the 11.0% Senior Subordinated Notes due March 15, 2007 transferred by Holdings
to the Company on the Issue Date; and

                  (11)     in addition to clauses (1) through (10) above, if no
Default or Event of Default shall have occurred and be continuing or would exist
after giving effect thereto, Restricted Payments in an aggregate amount not to
exceed $5.0 million subsequent to the Issue Date.

                  In determining the aggregate amount of Restricted Payments
made subsequent to the Issue Date in accordance with clause (iii) of the first
paragraph of this Section 4.10, amounts expended pursuant to clauses (1),
(2)(ii), 3(ii)(a), (4), (5) and (6) shall be included in such calculation.

                                     - 38 -
<PAGE>

                  Not later than the date of making any Restricted Payment, the
Company shall deliver to the Trustee an Officers' Certificate stating that such
Restricted Payment complies with this Indenture and setting forth in reasonable
detail the basis upon which the required calculations were computed, which
calculations may be based upon the Company's latest available internal quarterly
financial statements.

                  SECTION 4.11. Limitation on Transactions with Affiliates.

                  (a)      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 (including, without
limitation, the purchase, sale, lease or exchange of any property or the
rendering of any service) with, or for the benefit of, any of its Affiliates
(each an "Affiliate Transaction"), other than (x) Affiliate Transactions
permitted under paragraph (b) below and (y) Affiliate Transactions on terms that
are no less favorable than those that might reasonably have been obtained in a
comparable transaction at such time on an arm's-length basis from a Person that
is not an Affiliate of the Company or such Restricted Subsidiary.

                  Except with respect to paragraph (b) below, with respect to
all Affiliate Transactions, the Company shall deliver an Officers' Certificate
to the Trustee certifying that such transactions are in compliance with clause
(a)(y) of the preceding paragraph. All Affiliate Transactions (and each series
of related Affiliate Transactions which are similar or part of a common plan)
involving aggregate payments or other property with a Fair Market Value in
excess of $1.0 million shall be approved by a majority of the members of the
Board of Directors of the Company or such Restricted Subsidiary, as the case may
be, having no material personal financial interest in such Affiliate
Transactions, such approval to be evidenced by a Board Resolution stating that
such Board of Directors has determined that such transaction complies with the
foregoing provisions. If the Company or any Restricted Subsidiary of the Company
enters into an Affiliate Transaction (or a series of related Affiliate
Transactions related to a common plan) that involves an aggregate Fair Market
Value of more than $5.0 million (other than with the Initial Purchaser in
connection with the issuance of the Notes), the Company or such Restricted
Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain
a favorable opinion as to the fairness of such transaction or series of related
transactions to the Company or the relevant Restricted Subsidiary, as the case
may be, from a financial point of view, from an Independent Financial Advisor
and file the same with the Trustee.

                  (b)      The restrictions set forth in the first paragraph of
this covenant shall not apply to:

                  (1)      reasonable fees and compensation paid to and
indemnity provided on behalf of, officers, directors, employees or consultants
of the Company or any Restricted Subsidiary of the Company as determined in good
faith by the Company's Board of Directors or senior management;

                  (2)      transactions exclusively between or among the Company
and any of its Restricted Subsidiaries or exclusively between or among such
Restricted Subsidiaries, provided such transactions are not otherwise prohibited
by this Indenture;

                  (3)      any agreement as in effect as of the Issue Date or
any amendment thereto or any transaction contemplated thereby (including
pursuant to any amendment thereto and any extension of the maturity thereof) and
any replacement agreement thereto so long as any such amendment or replacement
agreement is not more disadvantageous to the Holders in any material respect
than the original agreement as in effect on the Issue Date;

                                     - 39 -
<PAGE>

                  (4)      any employment, consulting, stock option, stock
repurchase, employment benefit compensation, severance, termination or other
employment-related agreements, arrangements or plans entered into by the Company
or any of its Restricted Subsidiaries in the ordinary course of business;

                  (5)      sales or issuances of Qualified Capital Stock (or
options to purchase Qualified Capital Stock) to Affiliates or employees of the
Company or any of its Restricted Subsidiaries at Fair Market Value; and

                  (6)      Restricted Payments permitted by this Indenture.

                  SECTION 4.12. Limitation on Incurrence of Additional
Indebtedness.

                  The Company will not, and will not permit any of its
Restricted Subsidiaries to, directly or indirectly, create, incur, assume,
guarantee, acquire, become liable, contingently or otherwise, with respect to,
or otherwise become responsible for payment of (collectively, "incur") any
Indebtedness (other than Permitted Indebtedness); provided, however, that if no
Default or Event of Default shall have occurred and be continuing at the time of
or as a consequence of the incurrence of any such Indebtedness, the Company or
any of its Restricted Subsidiaries that is or, upon such incurrence, becomes a
Guarantor may incur Indebtedness (including, without limitation, Acquired
Indebtedness) if on the date of the incurrence of such Indebtedness the
Consolidated Fixed Charge Coverage Ratio of the Company will be, after giving
effect to the incurrence thereof, greater than 2.0 to 1.0.

                  SECTION 4.13. Limitation on Dividend and Other Payment
Restrictions Affecting Restricted Subsidiaries.

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

                  (1)      pay dividends or make any other distributions on or
in respect of its Capital Stock;

                  (2)      make loans or advances or to pay any Indebtedness or
other obligation owed to the Company or any other Restricted Subsidiary of the
Company; or

                  (3)      transfer any of its property or assets to the Company
or any other Restricted Subsidiary of the Company,

                  except for such encumbrances or restrictions existing under or
by reason of:

                  (a)      applicable law;

                  (b)      this Indenture;

                  (c)      customary non-assignment provisions of any contract
or any lease governing a leasehold interest of any Restricted Subsidiary of the
Company;

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

                                     - 40 -
<PAGE>

                  (e)      the Credit Agreement (and all replacements or
substitutions thereof on terms no more adverse to the Holders and no less
favorable or more onerous to the Company and its Restricted Subsidiaries) and
the Collateral Agreements;

                  (f)      agreements existing on the Issue Date to the extent
and in the manner such agreements are in effect on the Issue Date; or

                  (g)      an agreement governing Indebtedness incurred to
Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement
referred to in clause (b), (d), (e) or (f) above; provided, however, that the
provisions relating to such encumbrance or restriction contained in any such
Indebtedness are no less favorable to the Company in any material respect as
determined by the Board of Directors of the Company in their reasonable and good
faith judgment than the provisions relating to such encumbrance or restriction
contained in agreements referred to in such clause (b), (d), (e) or (f).

                  Nothing contained in this covenant shall prevent the Company
or any of its Restricted Subsidiaries from creating, incurring, assuming or
suffering to exist any Liens otherwise permitted in Section 4.18.

                  SECTION 4.14. Additional Subsidiary Guarantees.

                  If the Company or any of its Restricted Subsidiaries transfers
or causes to be transferred, in one transaction or a series of related
transactions, any property to any Person that is not a Guarantor but becomes a
Domestic Restricted Subsidiary as a result of such transaction or if the Company
or any of its Restricted Subsidiaries shall organize, acquire or otherwise
invest in another Person that is or becomes a Domestic Restricted Subsidiary
that is not a Guarantor, then the Company shall cause such Domestic Restricted
Subsidiary that is not a Guarantor or the Restricted Subsidiary that directly
owns such Domestic Restricted Subsidiary, as applicable, to:

                  (1)      execute and deliver to the Trustee a supplemental
indenture in form reasonably satisfactory to the Trustee pursuant to which such
Domestic Restricted Subsidiary shall unconditionally guarantee on a senior
secured basis all of the Company's obligations under the Notes and this
Indenture on the terms set forth herein;

                  (2)      (a) execute and deliver to the Collateral Agent such
amendments to the Collateral Agreements as the Collateral Agent deems necessary
or advisable in order to grant to the Collateral Agent, for the benefit of the
Holders and the Lenders, a perfected second priority security interest in the
Capital Stock of such new Domestic Restricted Subsidiary and any debt securities
of such new Domestic Restricted Subsidiary, subject to the Permitted Liens,
which are owned by the Company or such new Domestic Restricted Subsidiary and
required to be pledged pursuant to the Security Agreement, (b) deliver to the
Collateral Agent any certificates representing such Capital Stock and debt
securities, together with (i) in the case of such Capital Stock, undated stock
powers or instruments of transfer, as applicable, endorsed in blank, and (ii) in
the case of such debt securities, endorsed in blank, in each case executed and
delivered by an Officer of the Company or such Subsidiary, as the case may be;

                  (3)      take such actions necessary or as the Collateral
Agent reasonably determines to be advisable to grant to the Collateral Agent for
the benefit of the Holders a perfected second priority security interest in the
assets of such new Domestic Restricted Subsidiary, subject to the Permitted
Liens, including the filing of Uniform Commercial Code financing statements in
such jurisdictions as may be required by the Security Agreement or by law or as
may be reasonably requested by the Collateral Agent;

                                     - 41 -
<PAGE>

                  (4)      take such further action and execute and deliver such
other documents specified herein or otherwise reasonably requested by the
Trustee or the Collateral Agent to effectuate the foregoing; and

                  (5)      deliver to the Trustee an Opinion of Counsel that
such supplemental indenture and any other documents required to be delivered
have been duly authorized, executed and delivered by such Domestic Restricted
Subsidiary and constitutes a legal, valid, binding and enforceable obligation of
such Domestic Restricted Subsidiary and such other opinions regarding the
perfection of such Liens in the Collateral of or consisting of the Capital Stock
of such Domestic Restricted Subsidiary as provided for herein.

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

                  SECTION 4.15. Limitation on Change of Control.

                  (a)      Subject to the terms of the Credit Agreement, upon
the occurrence of a Change of Control, the Company shall make an offer to
purchase all outstanding Notes pursuant to the requirements described in clause
(b) below (the "Change of Control Offer") at a purchase price equal to 101% of
the principal amount thereof on the date of purchase plus accrued and unpaid
interest and Additional Interest, if any, to the date of purchase.

                  (b)      Within thirty (30) days following the date upon which
the Change of Control occurred, the Company shall send, by registered
first-class mail, postage prepaid, a notice to each record Holder as shown on
the register of Holders, with a copy to the Trustee, which notice shall govern
the terms of the Change of Control Offer. The notice to the Holders shall
contain all instructions and materials necessary to enable such Holders to
tender Notes pursuant to the Change of Control Offer. Such notice shall state:

                  (1)      that the Change of Control Offer is being made
         pursuant to this Section 4.15 and that all Notes tendered and not
         withdrawn shall be accepted for payment;

                  (2)      the purchase price (including the amount of accrued
         interest, if any) and the purchase date (which shall be no earlier than
         thirty (30) days nor later than sixty (60) 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 shall 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 shall be required to surrender
         the Note, with the form entitled "Option of Holder to Elect Purchase"
         on the reverse of the Note completed, to the Paying Agent at the
         address specified in the notice prior to the close of business on the
         third Business Day prior to the Change of Control Payment Date;

                  (6)      that Holders shall be entitled to withdraw their
         election if the Paying Agent receives, not later than five (5) Business
         Days prior to the Change of Control Payment Date, a telegram, telex,
         facsimile transmission or letter setting forth the name of the Holder,
         the principal

                                     - 42 -
<PAGE>
         amount of the Notes the Holder delivered for purchase and a statement
         that such Holder is withdrawing its election to have such Notes
         purchased;

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

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

                  If any of the Notes subject to the Change of Control Offer is
in the form of a Global Note, then the Company shall modify such notice to the
extent necessary to comply with the procedures of the Depository applicable to
repurchases.

                  On or before the Change of Control Payment Date, the Company
shall (i) accept for payment Notes or portions thereof properly tendered
pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent U.S.
Legal Tender sufficient to pay the purchase price plus accrued interest, if any,
of all Notes or portions thereof so tendered and (iii) deliver or cause to be
delivered to the Trustee the Notes so accepted together with an Officers'
Certificate stating the aggregate principal amount of Notes or portions thereof
being purchased by the Company. The Paying Agent shall promptly mail to the
Holders of Notes so tendered the purchase price for such Notes and the Company
shall promptly issue and the Trustee shall promptly authenticate and mail (or
cause to be transferred by book entry) to each Holder a new Note equal in
principal amount to any unpurchased portion of the Notes surrendered; provided
that each such new Note shall be in a principal amount of $1,000 or an integral
multiple thereof. Any Notes not so accepted shall be promptly mailed by the
Company to the Holders thereof. For purposes of this Section 4.15, 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.

                  Neither the Board of Directors of the Company nor the Trustee
may waive the Company's obligation to offer to purchase the Notes pursuant to
this Section 4.15.

                  The Company shall comply with the requirements of Rule 14e-1
under the Exchange Act and any other securities laws and regulations thereunder
to the extent such laws and regulations are applicable in connection with the
repurchase of Notes pursuant to a Change of Control Offer. To the extent the
provisions of any securities laws or regulations conflict with the provisions
under this Section 4.15, the Company shall comply with the applicable securities
laws and regulations and shall not be deemed to have breached its obligations
under this Section 4.15 by virtue thereof.

                  The Company shall not be required to make a Change of Control
Offer upon a Change of Control if a third party makes the Change of Control
Offer in the manner, at the times and otherwise in compliance with the
requirements of this Section 4.15 and purchases all Notes validly tendered and
not withdrawn under such Change of Control Offer.

                  SECTION 4.16. Limitation on Asset Sales. The Company will not,
and will not permit any of its Restricted Subsidiaries to, consummate an Asset
Sale unless:

                  (1)      the Company or the applicable Restricted Subsidiary,
         as the case may be, receives consideration at the time of such Asset
         Sale at least equal to the Fair Market Value of the assets sold or
         otherwise disposed;

                                     - 43 -
<PAGE>

                  (2)      at least 75% of the consideration received by the
         Company or the Restricted Subsidiary, as the case may be, from such
         Asset Sale shall be in the form of cash or Cash Equivalents and is
         received at the time of such disposition; provided that the amount of
         any liabilities (as shown on the most recent applicable balance sheet)
         of the Company or such Restricted Subsidiary (other than liabilities
         that are by their terms subordinated to the Notes) that are assumed by
         the transferee of any such assets shall be deemed to be cash for
         purposes of this provision so long as the documents governing such
         liabilities provide that there is no further recourse to the Company or
         any of its Subsidiaries with respect to such liabilities; and

                  (3)      the Company shall apply, or cause such Restricted
         Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale
         within 365 days of receipt thereof either:

                  (a)      (i) repay Indebtedness under the Credit Agreement and
permanently reduce the commitments thereunder or (ii) in the case where the
property or asset that was the subject of such Asset Sale is encumbered by a
Lien of the type described in clause (6), (7) or (14) of the definition of the
term "Permitted Lien", repay the Permitted Indebtedness that was secured by such
Lien

                  (b)      to make an investment in properties and assets that
replace the properties and assets that were the subject of such Asset Sale or in
properties and assets that will be used in the business of the Company and its
Restricted Subsidiaries as existing on the Issue Date or in businesses
reasonably related thereto ("Replacement Assets"); or

                  (c)      a combination of prepayment and investment permitted
by the foregoing clauses (3)(a) and (3)(b).

                  On the 366th day after an Asset Sale or such earlier date, if
any, as the Board of Directors of the Company or of such Restricted Subsidiary
determines not to apply the Net Cash Proceeds relating to such Asset Sale as set
forth in clauses (3)(a), 3(b) or 3(c) of the preceding paragraph (each, a "Net
Proceeds Offer Trigger Date"), such aggregate amount of Net Cash Proceeds which
have not been applied on or before such Net Proceeds Offer Trigger Date as
permitted in clauses (3)(a), (3)(b) and (3)(c) of the preceding paragraph (each
a "Net Proceeds Offer Amount") shall, subject to the terms of the Credit
Agreement, be applied by the Company or such Restricted Subsidiary to make an
offer to purchase (the "Net Proceeds Offer") on a date (the "Net Proceeds Offer
Payment Date") not less than 30 nor more than 45 days following the applicable
Net Proceeds Offer Trigger Date, from all Holders on a pro rata basis, that
amount of Notes equal to the Net Proceeds Offer Amount at a price equal to 100%
of the principal amount of the Notes to be purchased, plus accrued and unpaid
interest and Additional Interest thereon, if any, to the date of purchase;
provided, however, that if at any time any non-cash consideration received by
the Company or any Restricted Subsidiary of the Company, as the case may be, in
connection with any Asset Sale is converted into or sold or otherwise disposed
of for cash (other than interest received with respect to any such non-cash
consideration), then such conversion or disposition shall be deemed to
constitute an Asset Sale hereunder on the date of such conversion or
disposition, as the case may be, and the Net Cash Proceeds thereof shall be
applied in accordance with this covenant.

                  The Company may defer any Net Proceeds Offer until there is an
aggregate unutilized Net Proceeds Offer Amount equal to or in excess of $5.0
million resulting from one or more Asset Sales in which case the accumulation of
such amount shall constitute a Net Proceeds Offer Trigger Date (at which time,
the entire unutilized Net Proceeds Offer Amount, and not just the amount in
excess of $5.0 million, shall be applied as required pursuant to the immediately
preceding paragraph).

                  In the event of the transfer of substantially all (but not
all) of the property and assets of the Company and its Restricted Subsidiaries
as an entirety to a Person in a transaction permitted under

                                     - 44 -
<PAGE>

Section 5.01, which transaction does not constitute a Change of Control, the
successor entity shall be deemed to have sold the properties and assets of the
Company and its Restricted Subsidiaries not so transferred for purposes of this
covenant, and shall comply with the provisions of this covenant with respect to
such deemed sale to the extent such deemed sale would have otherwise constituted
an Asset Sale. In addition, the Fair Market Value of such properties and assets
of the Company or its Restricted Subsidiaries deemed to be sold shall be deemed
to be Net Cash Proceeds for purposes of this covenant.

                  To the extent that the aggregate principal amount of Notes
tendered pursuant to such Net Proceeds Offer is less than the Net Proceeds Offer
Amount, the Company and its Restricted Subsidiaries may use such deficiency for
general corporate purposes. Upon completion of such Net Proceeds Offer, the
amount of Net Proceeds Offer Amount will be reset to zero.

                  Each notice of a Net Proceeds Offer shall be mailed to the
record Holders as shown on the register of Holders within 25 days following the
Net Proceeds Offer Trigger Date, with a copy to the Trustee, and shall comply
with the procedures set forth in this Indenture. Upon receiving notice of the
Net Proceeds Offer, Holders may elect to tender their Notes in whole or in part
in integral multiples of $1,000 in exchange for cash. To the extent Holders
properly tender Notes in an amount exceeding the Net Proceeds Offer Amount,
Notes of tendering Holders will be purchased on a pro rata basis (based on
amounts tendered). A Net Proceeds Offer shall remain open for a period of 20
business days or such longer period as may be required by law.

                  The Company will comply with the requirements of Rule 14e-1
under the Exchange Act and any other securities laws and regulations thereunder
to the extent such laws and regulations are applicable in connection with the
repurchase of Notes pursuant to a Net Proceeds Offer. To the extent that the
provisions of any securities laws or regulations conflict with Section 4.16, the
Company shall comply with the applicable securities laws and regulations and
shall not be deemed to have breached its obligations under Section 4.16 by
virtue thereof.

                  SECTION 4.17. Impairment of Security Interest.

                  Neither the Company nor any of its Restricted Subsidiaries
will take or omit to take any action which would adversely affect or impair in
any material respect the Liens in favor of the Collateral Agent with respect to
the Collateral. Neither the Company nor any of its Domestic Restricted
Subsidiaries shall grant to any Person (other than the Collateral Agent), or
permit any Person (other than the Collateral Agent), to retain any interest
whatsoever in the Collateral other than Permitted Liens. Neither the Company nor
any of its Restricted Subsidiaries will enter into any agreement that requires
the proceeds received from any sale of Collateral to be applied to repay,
redeem, defease or otherwise acquire or retire any Indebtedness of any Person,
other than as permitted by this Indenture, the Notes and the Collateral
Agreements (including, without limitation, the Intercreditor Agreement). The
Company shall, and shall cause each Guarantor to, at their sole cost and
expense, execute and deliver all such agreements and instruments as the
Collateral Agent or the Trustee shall reasonably request to more fully or
accurately describe the property intended to be Collateral or the obligations
intended to be secured by the Collateral Agreements. The Company shall, and
shall cause each Guarantor to, at their sole cost and expense, file any such
notice filings or other agreements or instruments as may be reasonably necessary
or desirable under applicable law to perfect the Liens created by the Collateral
Agreements at such times and at such places as the Collateral Agent or the
Trustee may reasonably request.

                  SECTION 4.18. Limitation on Liens.

                  The Company will not, and will not cause or permit any of its
Restricted Subsidiaries to, directly or indirectly, create, incur, assume or
permit or suffer to exist any Liens (other than Permitted

                                     - 45 -
<PAGE>

Liens) of any kind against or upon any property or assets of the Company or any
of its Restricted Subsidiaries whether owned on the Issue Date or acquired after
the Issue Date, or any proceeds therefrom, or assign or otherwise convey any
right to receive income or profits therefrom.

                  SECTION 4.19. Conduct of Business.

                  The Company and its Restricted Subsidiaries will not engage in
any businesses which are not the same, similar or reasonably related to the
businesses in which the Company and its Restricted Subsidiaries are engaged on
the Issue Date.

                  SECTION 4.20. Limitation on Issuances and Sales of Capital
Stock of Subsidiaries.

                  The Company will not permit or cause any of its Restricted
Subsidiaries to issue or sell any Capital Stock (other than to the Company or to
a Wholly-Owned Restricted Subsidiary of the Company) or permit any Person (other
than the Company or a Wholly-Owned Restricted Subsidiary of the Company) to own
or hold any Capital Stock of any Restricted Subsidiary of the Company or any
Lien or security interest therein, other than (i) as required by applicable law
or (ii) issuances of director's qualifying shares; provided, however, that this
provision shall not prohibit the sale of all of the Capital Stock of a
Restricted Subsidiary in compliance with the provisions of Section 4.16.

                  SECTION 4.21. Real Estate Mortgages and Filings.

                  With respect to any fee interest in any real property
(individually and collectively, the "Premises") owned by the Company or a
Domestic Restricted Subsidiary on the Issue Date or acquired by the Company or a
Domestic Restricted Subsidiary after the Issue Date, with (i) a purchase price
or (ii) as of the Issue Date, with a Fair Market Value, of greater than
$500,000:

                  (1)      the Company shall deliver to the Collateral Agent, as
mortgagee, fully-executed counterparts of Mortgages, each dated as of the date
of acquisition of such property in the case of Premises acquired by the Company
or a Domestic Restricted Subsidiary after the Issue Date, duly executed by the
Company or the applicable Domestic Restricted Subsidiary, together with evidence
of the completion (or satisfactory arrangements for the completion), of all
recordings and filings of such Mortgage as may be necessary to create a valid,
perfected Lien, subject to Permitted Liens, against the properties purported to
be covered thereby;

                  (2)      the Collateral Agent shall have received mortgagee's
title insurance policies in favor of the Collateral Agent, as mortgagee for the
ratable benefit of the Collateral Agent, the Trustee and the Holders in amounts
and in form and substance and issued by insurers reasonably acceptable to the
Collateral Agent, with respect to the property purported to be covered by such
Mortgage, insuring that title to such property is marketable and that the
interests created by the Mortgage constitute valid Liens thereon free and clear
of all Liens, defects and encumbrances other than Permitted Liens, and such
policies shall also include, to the extent available, a revolving credit
endorsement and shall be accompanied by evidence of the payment in full of all
premiums thereon; and

                  (3)      to the extent delivered to the Administrative Agent
for the benefit of the Lenders under the Credit Agreement, the Company shall
deliver to the Collateral Agent, with respect to each of the covered Premises,
filings, surveys, local counsel opinions, fixture filings, documents,
instruments, certificates and agreements.

                  SECTION 4.22. Leasehold Mortgages and Filings; Landlord
Waivers. To the extent delivered to the Administrative Agent for the benefit of
the Lenders under the Credit Agreement, the

                                     - 46 -
<PAGE>

Company and each of its Domestic Restricted Subsidiaries shall deliver to the
Collateral Agent, as mortgagee, Mortgages with respect to the Company's
leasehold interests in the premises (the "Leased Premises") occupied by the
Company or such Domestic Restricted Subsidiary pursuant to leases entered into
after the Issue Date, together with landlord waivers, subordination agreements
and other related documents (collectively, the "Leases", and individually, a
"Lease").

                                  ARTICLE FIVE

                              SUCCESSOR CORPORATION

                  SECTION 5.01. Merger, Consolidation and Sale of Assets. The
Company will not, in a single transaction or series of related transactions,
consolidate or merge with or into any Person, or sell, assign, transfer, lease,
convey or otherwise dispose of (or cause or permit any Restricted Subsidiary of
the Company to sell, assign, transfer, lease, convey or otherwise dispose of)
all or substantially all of the Company's assets (determined on a consolidated
basis for the Company and the Company's Restricted Subsidiaries) whether as an
entirety or substantially as an entirety to any Person unless:

                  (1)      either:

                  (a)      the Company shall be the surviving or continuing
corporation; or

                  (b)      the Person (if other than the Company) formed by such
consolidation or into which the Company is merged or the Person which acquires
by sale, assignment, transfer, lease, conveyance or other disposition the
properties and assets of the Company and of the Company's Restricted
Subsidiaries substantially as an entirety (the "Surviving Entity"):

                           (x)      shall be a corporation organized and validly
         existing under the laws of the United States or any State thereof or
         the District of Columbia; and

                           (y)      shall expressly assume, (i) by supplemental
         indenture (in form and substance reasonably satisfactory to the
         Trustee), executed and delivered to the Trustee, the due and punctual
         payment of the principal of, and premium, if any, interest and
         Additional Interest, if any, on all of the Notes and the performance of
         every covenant of the Notes, this Indenture, the Collateral Agreements,
         and the Registration Rights Agreement on the part of the Company to be
         performed or observed thereunder and (ii) by amendment, supplement or
         other instrument (in form and substance reasonably satisfactory to the
         Trustee and the Collateral Agent), executed and delivered to the
         Trustee, all obligations of the Company under the Collateral
         Agreements, and in connection therewith shall cause such instruments to
         be filed and recorded in such jurisdictions and take such other actions
         as may be required by applicable law to perfect or continue the
         perfection of the Lien created under the Collateral Agreements on the
         Collateral owned by or transferred to the surviving entity;

                  (2)      immediately after giving effect to such transaction
and the assumption contemplated by clause (1)(b)(y) above (including giving
effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to
be incurred in connection with or in respect of such transaction), the Company
or such Surviving Entity, as the case may be, (a) shall have a Consolidated Net
Worth at least equal to the Consolidated Net Worth of the Company immediately
prior to such transaction and (b) shall be able to incur at least $1.00 of
additional Indebtedness (other than Permitted Indebtedness) in compliance with
Section 4.12;

                                     - 47 -
<PAGE>

                  (3)      immediately after giving effect to such transaction
and the assumption contemplated by clause (1)(b)(y) above (including, without
limitation, giving effect to any Indebtedness and Acquired Indebtedness incurred
or anticipated to be incurred and any Lien granted in connection with or in
respect of the transaction), no Default or Event of Default shall have occurred
or be continuing; and

                  (4)      the Company or the Surviving Entity shall have
delivered to the Trustee an Officers' Certificate and an Opinion of Counsel,
each stating that such consolidation, merger, sale, assignment, transfer, lease,
conveyance or other disposition and, if a supplemental indenture is required in
connection with such transaction, such supplemental indenture comply with the
applicable provisions of this Indenture and that all conditions precedent in
this Indenture relating to such transaction have been satisfied.

                  For purposes of the foregoing, the transfer (by lease,
assignment, sale or otherwise, in a single transaction or series of
transactions) of all or substantially all of the properties or assets of one or
more Restricted Subsidiaries 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, combination or merger or any transfer of all or substantially all
of the assets of the Company in accordance with the foregoing, in which the
Company is not surviving or the continuing corporation, the successor Person
formed by such consolidation or into which the Company is merged or to which
such conveyance, lease or transfer is made shall succeed to, and be substituted
for, and may exercise every right and power of, the Company under this Indenture
and the Notes with the same effect as if such surviving entity had been named as
such. Upon such substitution the Company and any Guarantors that remain
Subsidiaries of the Company shall be released from this Indenture and the Notes.

                                   ARTICLE SIX

                              DEFAULT AND REMEDIES

                  SECTION 6.01. Events of Default.

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

                  (1)      the failure to pay premium, if any, interest and
         Additional Interest, if any, on any Notes or any other amount (other
         than principal for the Notes) when the same becomes due and payable and
         the default continues for a period of 30 days;

                  (2)      the failure to pay the principal on any Notes, when
         such principal becomes due and payable, at maturity, upon redemption or
         otherwise (including the failure to make a payment to purchase Notes
         tendered pursuant to a Change of Control Offer or a Net Proceeds
         Offer);

                  (3)      a default in the observance or performance of any
         other covenant or agreement contained in this Indenture (other than the
         payment of the principal of, or premium, if any, or interest or
         Additional Interest, if any, on any Note) or any Collateral Agreement
         which default continues for a period of 30 days after the Company
         receives written notice specifying the default (and demanding that such
         default be remedied) from the Trustee or the Holders of at least 25% of
         the outstanding principal amount of the Notes (except in the case of a
         default with respect to Section 5.01, which will constitute an Event of
         Default with such notice requirement but without such passage of time
         requirement);

                                     - 48 -
<PAGE>

                  (4)      the failure to pay at final maturity (giving effect
         to any applicable grace periods and any extensions thereof) the
         principal amount of any Indebtedness of the Company or any Restricted
         Subsidiary of the Company, or the acceleration of the final stated
         maturity of any such Indebtedness (which acceleration is not rescinded,
         annulled or otherwise cured within 20 days from the date of
         acceleration) if the aggregate principal amount of such Indebtedness,
         together with the principal amount of any other such Indebtedness in
         default for failure to pay principal at final maturity or which has
         been accelerated (in each case with respect to which the 20-day period
         described above has elapsed), aggregates $5.0 million or more at any
         time;

                  (5)      one or more judgments in an aggregate amount in
         excess of $5.0 million (which are not covered by a reputable and
         solvent third party insurer as to which such insurer has not disclaimed
         coverage) shall have been rendered against the Company or any of its
         Restricted Subsidiaries and such judgments remain undischarged, unpaid
         or unstayed for a period of 60 days after such judgment or judgments
         become final and non-appealable;

                  (6)      the Company or any Significant Subsidiary (A)
         commences a voluntary case or proceeding under any Bankruptcy Code with
         respect to itself, (B) consents to the entry of a judgment, decree or
         order for relief against it in an involuntary case or proceeding under
         any Bankruptcy Code, (C) consents to the appointment of a Custodian of
         it or for substantially all of its property, (D) consents to or
         acquiesces in the institution of a bankruptcy or an insolvency
         proceeding against it, (E) makes a general assignment for the benefit
         of its creditors; or (F) takes any corporate action to authorize or
         effect any of the foregoing;

                  (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
         Code, 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 sixty (60) consecutive days;

                  (8)      any Collateral Agreement at any time for any reason
         shall cease to be in full force and effect in all material respects, or
         ceases to give the Collateral Agent the Liens, rights, powers and
         privileges purported to be created thereby, superior to and prior to
         the rights of all third Persons other than the holders of Permitted
         Liens and subject to no other Liens except as expressly permitted by
         the applicable Collateral Agreement, or any judgment creditor having a
         Lien against a material portion of Collateral commences legal action to
         foreclose such Lien or otherwise exercise its remedies against a
         material portion of Collateral and such action is not stayed,
         discharged or otherwise cured within 60 days after the date of
         commencement;

                  (9)      the Company or any of the Guarantors, directly or
         indirectly, contest in any manner the effectiveness, validity, binding
         nature or enforceability of any Collateral Agreement; or

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

                                     - 49 -
<PAGE>

                  SECTION 6.02. Rights of the Company. So long as no Event of
Default has occurred and is continuing, and subject to certain terms and
conditions in this Indenture, the Credit Agreement, the Collateral Agreements
and the Intercreditor Agreement, the Company shall be entitled to receive all
cash dividends, interest and other payments made upon or with respect to the
Capital Stock of any of its Subsidiaries held as Collateral and to exercise any
voting, consensual and other rights pertaining to such Capital Stock. Upon the
occurrence and during the continuance of an Event of Default, subject to the
terms of the Intercreditor Agreement, upon notice from the Collateral Agent, (a)
all of the Company's rights to exercise such voting, consensual or other rights
shall cease and all such rights shall become vested in the Collateral Agent,
which, to the extent permitted by law, shall have the sole right to exercise
such voting, consensual or other rights, (b) all of the Company's rights to
receive all cash dividends, interest and other payments made upon or with
respect to the Collateral shall cease, and such cash dividends, interest and
other payments shall be paid to the Collateral Agent or the Lender, and (c) the
Collateral Agent may sell the Collateral or any part thereof in accordance with
the Collateral Agreements, subject to the terms of the Intercreditor Agreement.
All funds distributed under the Collateral Agreements by the Collateral Agent
shall be distributed by the Collateral Agent in accordance with the provisions
of the Intercreditor Agreement and this Indenture.

                  SECTION 6.03. Acceleration.

                  (a)      If an Event of Default (other than an Event of
Default specified in Sections 6.01(6) or (7) above with respect to the Company)
shall occur and be continuing and has not been waived, the Trustee or the
Holders of at least 25% in principal amount of outstanding Notes may declare the
principal of and premium, if any, accrued interest and Additional Interest, if
any, on all the Notes to be due and payable by notice in writing to the Company
and the Trustee specifying the respective Event of Default and that it is a
"notice of acceleration" (the "Acceleration Notice"), and the same shall become
immediately due and payable.

                  (b)      If an Event of Default specified in Sections 6.01(6)
or (7) above with respect to the Company occurs and is continuing, then all
unpaid principal of, and premium, if any, and accrued and unpaid interest and
Additional Interest, if any, on all of the outstanding Notes 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)      At any time after a declaration of acceleration with
respect to the Notes as described in this Section 6.03(a) or (b), the Holders of
a majority in principal amount of the Notes may rescind and cancel such
declaration and its consequences: (1) if the rescission would not conflict with
any judgment or decree; (2) if all existing Events of Default have been cured or
waived except nonpayment of principal, premium, if any, interest or Additional
Interest, if any, that has become due solely because of the acceleration; (3) to
the extent the payment of such interest is lawful, interest on overdue
installments of interest and overdue principal and premium, if any, and
Additional Interest, if any, which has become due otherwise than by such
declaration of acceleration, has been paid; (4) if the Company has paid the
Trustee its reasonable compensation and reimbursed the Trustee for its
reasonable expenses, disbursements and its advances; and (5) in the event of the
cure or waiver of an Event of Default of the type described in Section 7.01(8),
the Trustee shall have received an Officers' Certificate and an Opinion of
Counsel that such Event of Default has been cured or waived. No such rescission
shall affect any subsequent Default or impair any right consequent thereto.

                                     - 50 -
<PAGE>

                  SECTION 6.04. 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, premium, if any, or
interest on the Notes or to enforce the performance of any provision of the
Notes, this Indenture, any Collateral Agreement or any Guarantee.

                  The Trustee or the Collateral Agent 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, the Collateral Agent 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 6.05. Waiver of Past Defaults.

                  Subject to Sections 2.09, 6.08 and 9.02, The Holders of a
majority in principal amount at maturity of the Notes may waive any existing
Default or Event of Default, and its consequences, except (other than as
provided in Section 6.03(c)) a default in the payment of the principal of or
premium, if any, interest or Additional Interest, if any, on any Notes or in
respect of a covenant or provision which under this Indenture cannot be modified
or amended without the consent of the Holder of each Note then outstanding. When
a Default or Event of Default is waived, it is cured and ceases.

                  SECTION 6.06. Control by Majority.

                  Subject to Section 2.09 and applicable law, 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 the Trustee, including,
without limitation, any remedies provided for in Section 6.04. Subject to
Section 7.01 and 7.02(f), however, the Trustee may refuse to follow any
direction that the Trustee reasonably believes conflicts with any law or this
Indenture 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 6.07. Limitation on Suits.

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

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

                  (2)      subject to Section 2.09, Holders of at least 25% in
         principal amount at maturity of the outstanding Notes make a written
         request to the Trustee to institute proceedings in respect of that
         Event of Default;

                  (3)      such Holders offer to the Trustee security or
         indemnity reasonably satisfactory to the Trustee against any loss,
         liability or expense to be incurred in compliance with such request;

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

                  (5)      during such sixty (60) day period the Holders of a
         majority in principal amount at maturity of the outstanding Notes do
         not give the Trustee a direction which, in the opinion of the Trustee,
         is inconsistent with the request.

                                     - 51 -
<PAGE>

                  The foregoing limitations shall not apply to a suit instituted
by a Holder for the enforcement of the payment of principal of, premium, if any,
or interest on such Note on or after the respective due dates set forth in such
Note (including upon acceleration thereof) or the institution of any proceeding
with respect to this Indenture or any remedy hereunder, including without
limitation acceleration, by the Holders of a majority in principal amount at
maturity of outstanding Notes; provided that upon institution of any proceeding
or exercise of any remedy, such Holders provide the Trustee with prompt notice
thereof.

                  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 6.08. Rights of Holders to Receive Payment.

                  Notwithstanding any other provision of this Indenture, the
right of any Holder to receive payment of principal of, premium, if any, 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.

                  SECTION 6.09. Collection Suit by Trustee or Collateral Agent.

                  If an Event of Default in payment of principal of, premium, if
any, or interest specified in Section 6.01(1) or (2) occurs and is continuing,
the Trustee and the Collateral Agent may recover judgment (i) in its own name
and (ii)(x) in the case of the Trustee, as trustee of an express trust or (y) in
the case of the Collateral Agent, as collateral agent on behalf of each of the
Secured Parties, in each case against the Company or any other obligor on the
Notes for the whole amount of principal, premium, if any, 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 at the rate set forth in Section 4.01 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,
the Collateral Agent and their respective agents and counsel and any other
amounts due the Trustee under the Collateral Agreements and Section 7.07 hereof.

                  SECTION 6.10. Trustee May File Proofs of Claim.

                  The Trustee is authorized to file such proofs of claim and
other papers or documents as may be necessary or advisable in order to have the
claims of the Trustee (including any claim for the reasonable compensation,
expenses, 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 the
Intercreditor Agreement, the Collateral Agreements and Section 7.07. The
Company's payment obligations under this Section 6.10 shall be secured in
accordance with the provisions of 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.

                                     - 52 -
<PAGE>

                  SECTION 6.11. Priorities.

                  If the Trustee or the Collateral Agent collects any money or
property pursuant to this Article Six, it shall, subject to the terms of the
Intercreditor Agreement, pay out the money in the following order:

                  First: to the Trustee, the Collateral Agent, the Paying Agent
and the Registrar for amounts due under Section 7.07 (including payment of all
compensation expense, all liabilities incurred and all advances made by the
Trustee and the costs and expenses of collection);

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

                  Fourth: to the Company or any other obligor on the Notes, as
their interests may appear, 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
6.11.

                  SECTION 6.12. Undertaking for Costs.

                  All parties to this Indenture agree, and each Holder by its
acceptance of its Note shall be deemed to have agreed, that in any suit for the
enforcement of any right or remedy under this Indenture or in any suit against
the Trustee for any action taken or omitted by it as Trustee, a court in its
discretion may require the filing by any party litigant in the suit of an
undertaking to pay the costs of the suit, and the court in its discretion may
assess reasonable costs, including reasonable attorneys' fees, against any party
litigant in the suit, having due regard to the merits and good faith of the
claims or defenses made by the party litigant. This Section 6.12 does not apply
to a suit by the Trustee, a suit by a Holder pursuant to Section 6.08, or a suit
by a Holder or Holders of more than 10% in principal amount at maturity of the
outstanding Notes.

                  SECTION 6.13. Restoration of Rights and Remedies.

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

                                     - 53 -
<PAGE>

                                  ARTICLE SEVEN

                                     TRUSTEE

                  SECTION 7.01. Duties of Trustee.

                  The duties and responsibilities of the Trustee shall be as
provided by the TIA and as set forth herein.

                  (a)      If an Event of Default has occurred and is
continuing, the Trustee shall exercise such 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 or her own affairs.

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

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

                  (2)      in the absence of bad faith on its part, the Trustee
         may conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, upon certificates or
         opinions furnished to the Trustee and conforming to the requirements of
         this Indenture; provided, however, in case of any such certificates or
         opinions furnished to the Trustee which by the provisions hereof are
         furnished to the Trustee, the Trustee shall examine the certificates
         and opinions to determine whether or not they conform to the
         requirements of this Indenture.

                  (c)      Notwithstanding anything to the contrary herein
contained, 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; and

                  (3)      the Trustee shall not be liable with respect to any
         action it takes or omits to take in good faith in accordance with a
         direction received by it pursuant to Section 6.06.

                  (d)      No provision of this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur any liability. The
Trustee shall be under no obligation to exercise of any of its rights or powers
under this Indenture, the Intercreditor Agreement or the Collateral Agreements
at the request of any Holders unless such Holder has offered to the Trustee
security and indemnity satisfactory to the Trustee against such risk or
liability.

                  (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.

                                     - 54 -
<PAGE>

                  (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. Money and assets held in trust by the Trustee need not be
segregated from other funds or assets held by the Trustee 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 resolution, certificate,
statement instrument, opinion, report, request direction, consent, order, bond,
note or other paper or document believed by it to be genuine and to have been
signed or presented by the proper Person. The Trustee need not investigate any
fact or matter stated in the document.

                  (b)      Before the Trustee acts or refrains from acting, it
may consult with counsel of its own selection and may require an Officers'
Certificate or an Opinion of Counsel, or both, which shall conform to Sections
11.04 and 11.05. The Trustee shall not be liable for any action it takes or
omits to take in good faith in reliance on such Officers' Certificate or Opinion
of Counsel. The advice of the Trustee's counsel or any Opinion of Counsel shall
be full and complete authorization and protection from liability in respect of
any action taken, suffered or omitted by the Trustee hereunder in good faith and
in reliance thereon.

                  (c)      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 and to consult with the officers and representatives of the Company,
including the Company's accountants and attorneys 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. Except as expressly stated herein to
the contrary, in no event shall the Trustee have any responsibility to ascertain
whether there has been compliance with any of the covenants or provisions of
Articles Four or Five hereof.

                  (d)      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
reasonably satisfactory to the Trustee against the costs, expenses and
liabilities which may be incurred by it in compliance with such request, order
or direction.

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

                  (f)      Unless otherwise specifically provided in this
Indenture, any demand, request, direction or notice from the Company shall be
sufficient if signed by an Officer of the Company and any resolution of the
Board of Directors shall be sufficient if evidenced by a copy of such resolution
certified by an Officer of the Company to have been duly adopted and in full
force and effect on the date hereof.

                                     - 55 -
<PAGE>

                  (g)      The Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
agents or attorneys and shall not be responsible for any misconduct or
negligence on the part of any agent or attorney appointed with due care by it
hereunder.

                  (h)      The Trustee shall not be liable for any action taken,
suffered or omitted to be taken by it in good faith and reasonably believed by
it to be authorized or within the discretion, rights or powers conferred upon it
by this Indenture.

                  (i)      The Trustee shall not be deemed to have notice or be
charged with knowledge of any Default or Event of Default unless a Trust Officer
of the Trustee shall have received from the Company, any Guarantor or any other
obligor upon the Notes or from any Holder written notice thereof at its address
set forth in Section 11.02 hereof, and such notice references the Notes and this
Indenture.

                  (j)      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.

                  (k)      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 persons authorized
to sign an Officers' Certificate, including any person specified as so
authorized in any such certificate previously delivered and not superseded.

                  (l)      The permissive right of the Trustee to take any
action under this Indenture or any Collateral Agreements shall not be construed
as a duty to so act.

                  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, any
Subsidiary of the Company or their respective Affiliates with the same rights it
would have if it were not Trustee. Any Agent may do the same with like rights.
However, the Trustee must comply with Sections 7.10 and 7.11 of this Indenture,
and the Trustee is subject to TIA Sections 310(b) and 311.

                  SECTION 7.04. Trustee's Disclaimer.

                  The Trustee makes no representation as to the validity,
adequacy or sufficiency of this Indenture, the Notes, the Intercreditor
Agreement or the Collateral Agreements, and 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 of the Company in this Indenture, the Notes, the Intercreditor
Agreement, the Collateral Agreements or any other documents in connection with
the issuance of the Notes other than the Trustee's certificate of
authentication, which shall be taken as the statement of Company, and the
Trustee assumes no responsibility for their correctness.

                  Beyond the exercise of reasonable care in the custody thereof
and the fulfillment of its obligations under this Indenture and the Collateral
Agreements, the Trustee shall have no duty as to any Collateral in its
possession or control or in the possession or control of any agent or bailee or
any income thereon or as to preservation of rights against prior parties or any
other rights pertaining thereto. The Trustee shall be deemed to have exercised
reasonable care in the custody of the Collateral in its

                                     - 56 -
<PAGE>

possession if the Collateral is accorded treatment substantially equal to that
which it accords its own property.

                  The Trustee makes no representations as to and shall not be
responsible for the existence, genuineness, value, sufficiency or condition of
any of the Collateral or as to the security afforded or intended to be afforded
thereby, hereby or by any Collateral Agreement, or for the validity, perfection,
priority or enforceability of the Liens or security interests in any of the
Collateral created or intended to be created by any of the Collateral
Agreements, whether impaired by operation of law or by reason of any action or
omission to act on its part hereunder, except to the extent such action or
omission constitutes gross negligence or willful misconduct on the part of the
Trustee, for the validity or sufficiency of the Collateral, any Collateral
Agreements or any agreement or assignment contained in any thereof, for the
validity of the title of the Company or any Guarantor to the Collateral, for
insuring the Collateral or for the payment of taxes, charges, assessments or
Liens upon the Collateral or otherwise as to the maintenance of the Collateral.
The Trustee shall have no duty to ascertain or inquire as to the performance or
observance of any of the terms of this Indenture or any other Collateral
Agreement by the Company or any other Person that is a party thereto or bound
thereby.

                  SECTION 7.05. Notice of Default.

                  If a Default or an Event of Default occurs and is continuing
and if a Trust Officer has actual knowledge or has received written notice from
the Company or any Holder, the Trustee shall mail to each Holder, with a copy to
the Company, notice of the Default or Event of Default within thirty (30) days
thereof. Except in the case of a Default or an Event of Default in payment of
principal of, premium, if any, or interest on, any Note, including an
accelerated payment and the failure to make payment on the Change of Control
Payment Date pursuant to a Change of Control Offer and, except in the case of a
failure to comply with Article Five, the Trustee may withhold the notice if and
so long as its Board of Directors, the executive committee of its Board of
Directors or a committee of its directors and/or Trust Officers in good faith
determines that withholding the notice is in the interest of the Holders.

                  SECTION 7.06. Reports by Trustee to Holders.

                  Within sixty (60) days after each May 15, beginning with May
15, 2004, the Trustee shall, to the extent that any of the events described in
TIA Section 313(a) occurred within the previous twelve months, but not
otherwise, mail to each Holder a brief report dated as of such date that
complies with TIA Section 313(a). The Trustee also shall comply with TIA
Sections 313(b) and (c).

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

                  The Company shall promptly notify the Trustee if the Notes
become listed or quoted on any stock exchange or market or any delisting thereof
and the Trustee shall comply with TIA Section 313(d).

                  SECTION 7.07. Compensation and Indemnity.

                  The Company shall pay to the Trustee, the Collateral Agent,
the Paying Agent and the Registrar (each an "Indemnified Party") from time to
time compensation for their respective services as Trustee, Collateral Agent,
Paying Agent or Registrar, as the case may be. The Trustee's compensation shall
not be limited by any law on compensation of a trustee of an express trust. The
Company shall reimburse each Indemnified Party upon request for all reasonable
out-of-pocket expenses incurred or

                                     - 57 -
<PAGE>

made by it in connection with the performance of its duties under, as the case
may be, this Indenture, the Collateral Agreements or the Intercreditor
Agreement. Such expenses shall include the reasonable fees and expenses of each
of such Indemnified Party's agents and counsel.

                  The Company and the Guarantors hereby indemnify each
Indemnified Party and its agents, employees, stockholders and directors and
officers for, and holds each of them harmless against, any loss, cost, claim,
liability or expense (including taxes) incurred by any of them except for such
actions to the extent caused by any gross negligence or willful misconduct on
the part of such Indemnified Party, arising out of or in connection with this
Indenture, the Collateral Agreements or the Intercreditor Agreement, or the
administration of this trust, including the reasonable costs and expenses of
enforcing this Indenture against the Company (including this Section 7.07) and
defending themselves against any claim or liability in connection with the
exercise or performance of any of their rights, powers or duties hereunder or
thereunder (including the reasonable fees and expenses of counsel). The Trustee
shall notify the Company promptly of any claim asserted against an Indemnified
Party for which such Indemnified Party has advised the Trustee that it may seek
indemnity hereunder or under the Collateral Agreements or Intercreditor
Agreement. Failure by the Trustee to so notify the Company shall not relieve the
Company of its obligations hereunder. At the Indemnified Party's sole
discretion, the Company shall defend the claim and the Indemnified Party shall
cooperate and may participate in the defense; provided that any settlement of a
claim shall be approved in writing by the Indemnified Party. Alternatively, the
Indemnified Party may at its option have separate counsel of its own choosing
and the Company shall pay the reasonable fees and expenses of such counsel;
provided that the Company shall not be required to pay such fees and expenses if
it assumes the Indemnified Party's defense and there is no conflict of interest
between the Company and the Indemnified Party in connection with such defense as
reasonably determined by the Indemnified Party. The Company need not pay for any
settlement made without its written consent, which consent shall not be
unreasonably withheld.

                  To secure the Company's payment obligations in this Section
7.07, each Indemnified Party shall have a lien prior to the Notes on all
Collateral 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 which have been called for redemption.

                  When an Indemnified Party incurs expenses or renders services
after an Event of Default specified in Section 6.01(6) occurs, such expenses
(including the reasonable fees and expenses of its counsel) and the compensation
for such services are intended to constitute expenses of administration under
any Bankruptcy Code.

                  The obligations of the Company under this Section 7.07 shall
survive the satisfaction and discharge of this Indenture, termination of the
Collateral Agreements or the Intercreditor Agreement or the resignation or
removal of the Trustee.

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

                  SECTION 7.08. Replacement of Trustee.

                  The Trustee may resign by so notifying the Company. The
Holders of a majority in aggregate principal amount at maturity of the
outstanding Notes may remove the Trustee by so notifying the Company and the
Trustee in writing and may appoint a successor Trustee. The Company, by a Board
Resolution, may remove the Trustee if:

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

                                     - 58 -
<PAGE>

                  (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 with respect
to the Notes.

                  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 in
writing 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
aggregate principal amount at maturity of the outstanding 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 and thereupon the
resignation or removal of the retiring Trustee shall become effective and such
successor Trustee, without any further act, deed or conveyance, shall become
vested with all rights, powers, trusts, duties and obligations of the retiring
Trustee and shall duly assign, transfer and deliver to such successor Trustee
all property and money held by such Trustee so ceasing to act hereunder subject
nevertheless to its lien, if any, provided for in Section 7.07. Upon request of
the Company or the successor Trustee, such retiring Trustee shall at the expense
of the Company and upon payment of the charges of the Trustee then unpaid,
execute and deliver an instrument transferring to such successor Trustee all the
rights, powers and trusts of the retiring Trustee, and shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder. Upon request of any such successor Trustee or
the Holders of a majority in aggregate principal amount at maturity of the
outstanding Notes, the Company shall execute any and all instruments for more
fully and certainly vesting in and confirming to such successor Trustee all such
rights, powers and trusts. 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.

                  If a successor Trustee does not take office within thirty (30)
days after the retiring Trustee resigns or is removed, the retiring Trustee, the
Company or the Holders of at least 10% in principal amount at maturity 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
who satisfies the requirements of TIA Section 310(b) may petition any court of
competent jurisdiction for the removal of the Trustee and the appointment of a
successor Trustee.

                  The Company shall give notice of any resignation and any
removal of the Trustee and each appointment of a successor Trustee to all
Holders in writing. Each notice shall include the name of the successor Trustee
and the address of its Corporate Trust Office.

                  Notwithstanding any resignation or 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
Person, the resulting, surviving or transferee Person without any further act
shall, if such resulting, surviving or transferee Person is otherwise eligible
hereunder, be

                                     - 59 -
<PAGE>

the successor Trustee; provided, however, that such Person shall be otherwise
qualified and eligible under this Article Seven.

                  In case any Notes have been authenticated, but not delivered,
by the Trustee then in office, any successor by merger, conversion or
consolidation to such authenticating Trustee may adopt such authentication and
deliver the Notes so authenticated with the same effect as if such successor
Trustee had itself authenticated such Notes.

                  SECTION 7.10. Eligibility; Disqualification.

                  (a)      This Indenture shall always have a Trustee who
satisfies the requirements of TIA Sections 310(a)(1), (2), (3) and (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 $50,000,000 as set forth in its most recent published annual
report of condition. The Trustee shall comply with TIA Section 310(b); provided,
however, that there shall be excluded from the operation of TIA Section
310(b)(1) any indenture or indentures under which other securities, or
certificates of interest or participation in other securities, of the Company
are outstanding if the requirements for such exclusion set forth in TIA Section
310(b)(1) are met. The provisions of TIA Section 310 shall apply to the Company,
as obligor of the Notes.

                  (b)      If the Trustee has or acquires a conflicting interest
within the meaning of the TIA, the Trustee shall either eliminate such interest
or resign, to the extent and in the manner provided by, and subject to the
provisions of, the TIA and this Indenture.

                  SECTION 7.11. Preferential Collection of Claims Against
Company.

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

                  SECTION 7.12. Trustee as Collateral Agent.

                  References to the Trustee in Sections 7.01(f), 7.02, 7.03,
7.04, and 7.07 shall include the Trustee in its role as Collateral Agent and
Paying Agent.

                  SECTION 7.13. Co-Trustees, co-Collateral Agent and Separate
Trustees, Collateral Agent.

                  (a)      At any time or times, for the purpose of meeting the
legal requirements of any jurisdiction in which any of the Collateral may at the
time be located, the Company and the Trustee shall have the power to appoint,
and, upon the written request of the Trustee or of the Holders of at least 25%
in principal amount at maturity of the Notes outstanding, the Company shall for
such purpose join with the Trustee in the execution, delivery and performance of
all instruments and agreements necessary or proper to appoint, one or more
Persons approved by the Trustee either to act as co-trustee, jointly with the
Trustee, of all or any part of the Collateral, to act as co-collateral agent,
jointly with the Collateral Agent, or to act as separate trustees or Collateral
Agent of any such property, in either case with such powers as may be provided
in the instrument of appointment, and to vest in such Person or Persons in the
capacity aforesaid, any property, title, right or power deemed necessary or
desirable, subject to the other provisions of this Section 7.13. As of the Issue
Date, the Company hereby appoints BNY Midwest Trust Company as the initial
Collateral Agent and BNY Midwest Trust Company hereby accepts such appointment
and agrees to act and serve in such capacity. If the Company does not join in
such appointment within fifteen

                                     - 60 -
<PAGE>

(15) days after the receipt by it of a request so to do, or in case an Event of
Default has occurred and is continuing, the Trustee alone shall have the power
to make such appointment.

                  (b)      Should any written instrument from the Company be
required by any co-trustee, co-Collateral Agent or separate trustee or separate
Collateral Agent so appointed for more fully confirming to such co-trustee or
separate trustee such property, title, right or power, any and all such
instruments shall, on request, be executed, acknowledged and delivered by the
Company.

                  (c)      Every co-trustee, co-collateral agent or separate
trustee or separate collateral agent shall, to the extent permitted by law, but
to such extent only, be appointed subject to the following terms, namely:

                  (i)      The Notes shall be authenticated and delivered, and
         all rights, powers, duties and obligations hereunder in respect of the
         custody of securities, cash and other personal property held by, or
         required to be deposited or pledged with, the Trustee hereunder, shall
         be exercised solely, by the Trustee.

                  (ii)     The rights, powers, duties and obligations hereby
         conferred or imposed upon the Trustee shall be conferred or imposed
         upon and exercised or performed by the Trustee or by the Trustee and
         such co-trustee or separate trustee, or by the Collateral Agent and
         such co-Collateral Agent or separate Collateral Agent, jointly as shall
         be provided in the instrument appointing such co-trustee or separate
         trustee or co-Collateral Agent or separate Collateral Agent, except to
         the extent that under any law of any jurisdiction in which any
         particular act is to be performed, the Trustee shall be incompetent or
         unqualified to perform such act, in which event such rights, powers,
         duties and obligations shall be exercised and performed by such
         co-trustee or separate trustee, Collateral Agent or co-Collateral Agent
         or separate Collateral Agent.

                  (iii)    The Trustee at any time, by an instrument in writing
         executed by it, with the concurrence of the Company evidenced by a
         Board Resolution, may accept the resignation of or remove any
         co-trustee or separate trustee appointed under this Section 7.13, and,
         in case an Event of Default has occurred and is continuing, the Trustee
         shall have power to accept the resignation of, or remove, any such
         co-trustee, co-collateral agent, separate trustee or separate
         collateral agent without the concurrence of the Company. Upon the
         written request of the Trustee, the Company shall join with the Trustee
         in the execution, delivery and performance of all instruments and
         agreements necessary or proper to effectuate such resignation or
         removal. A successor to any co-trustee, co-collateral agent, separate
         trustee or separate collateral agent so resigned or removed may be
         appointed in the manner provided in this Section 7.13.

                  (iv)     No co-trustee, co-collateral agent, separate trustee
         or separate collateral agent hereunder shall be personally liable by
         reason of any act or omission of the Trustee or the Collateral Agent,
         or any, other such trustee or collateral agent hereunder.

                  (v)      Any act of Holders delivered to the Trustee shall be
         deemed to have been delivered to each such co-trustee or separate
         trustee and any act of Holders delivered to the Collateral Agent shall
         be deemed to have been delivered to each such co-collateral agent or
         separate collateral agent.

                  SECTION 7.14. Form of Documents Delivered to Trustee.

                  In any case where several matters are required to be certified
by, or covered by an opinion of, any specified Person, it is not necessary that
all such matters be certified by, or covered by the

                                     - 61 -
<PAGE>

opinion of, only one such Person, or that they be so certified or covered by
only one document, but one such Person may certify or give an opinion with
respect to some matters and one or more other Persons as to other matters and
any such Person may certify or give an opinion as to such matters in one or
several documents.

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

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

                  SECTION 7.15. Limitation on Duty of Collateral Agent in
Respect of Collateral; Indemnification.

                  (a)      Beyond the exercise of reasonable care in the custody
thereof, the Collateral Agent shall have no duty as to any Collateral in its
possession or control or in the possession or control of any agent or bailee or
any income thereon or as to preservation of rights against prior parties or any
other rights pertaining thereto and the Collateral Agent shall not be
responsible for filing any financing or continuation statements or recording any
documents or instruments in any public office at any time or times or otherwise
perfecting or maintaining the perfection of any security interest in the
Collateral. The Collateral Agent shall be deemed to have exercised reasonable
care in the custody of the Collateral in its possession if the Collateral is
accorded treatment substantially equal to that which it accords its own property
and shall not be liable or responsible for any loss or diminution in the value
of any of the Collateral, by reason of the act or omission of any carrier,
forwarding agency or other agent or bailee selected by the Collateral Agent in
good faith.

                  (b)      The Collateral Agent shall not be responsible for the
existence, genuineness or value of any of the Collateral or for the validity,
perfection, priority or enforceability of the Liens in any of the Collateral,
whether impaired by operation of law or by reason of any action or omission to
act on its part hereunder, except to the extent such action or omission
constitutes gross negligence, bad faith or willful misconduct on the part of the
Collateral Agent, for the validity or sufficiency of the Collateral or any
agreement or assignment contained therein, for the validity of the title of the
Company to the Collateral, for insuring the Collateral or for the payment of
taxes, charges, assessments or Liens upon the Collateral or otherwise as to the
maintenance of the Collateral. The Collateral Agent shall have no duty to
ascertain or inquire as to the performance or observance of any of the terms of
this Indenture, the Security Agreement, the Intercreditor Agreement or the
Credit Agreement by the Company.

                                     - 62 -
<PAGE>

                                  ARTICLE EIGHT

                     SATISFACTION AND DISCHARGE OF INDENTURE

                  SECTION 8.01. Legal Defeasance and Covenant Defeasance.

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

                  (b)      Upon the Company's exercise under paragraph (a) of
the option applicable to this paragraph (b), the Company and the Guarantors
shall be deemed to have been released and discharged from their obligations with
respect to the outstanding Notes on the date the applicable conditions set forth
below are satisfied (hereinafter, "Legal Defeasance"). For this purpose, such
Legal Defeasance means that the Company shall be deemed to have paid and
discharged the entire Indebtedness represented by the outstanding Notes, which
shall thereafter be deemed to be "outstanding" only for the purposes of the
Sections and matters under this Indenture referred to in (i) and (ii) below, and
to have satisfied all their other obligations under such Notes and this
Indenture insofar as such Notes are concerned, except for the following 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 paragraph (d) below and as more fully set forth in such paragraph payments in
respect of the principal of, and premium, if any, interest and Additional
Interest, if any, on such Notes when such payments are due, (ii) obligations
listed in Section 8.03, subject to compliance with this Section 8.01 and (iii)
the rights, powers, trusts, duties and immunities of the Trustee and the
Company's obligations in connection therewith. The Company may exercise its
option under this paragraph (b) notwithstanding the prior exercise of its option
under paragraph (c) below with respect to the Notes.

                  (c)      Upon the Company's exercise under paragraph (a) of
the option applicable to this paragraph (c), the Company and its Restricted
Subsidiaries shall be released and discharged from their obligations under any
covenant contained in Article Five, Sections 4.05 and 4.08, and Sections 4.10
through 4.22 with respect to the outstanding Notes on and after the date the
conditions set forth below are satisfied (hereinafter, "Covenant Defeasance"),
and the Notes shall thereafter be deemed to be not "outstanding" for the purpose
of any direction, waiver, consent or declaration or act of Holders (and the
consequences of any thereof) in connection with such covenants, but shall
continue to be deemed "outstanding" for all other purposes hereunder (it being
understood that such Notes shall not be deemed outstanding for accounting
purposes). For this purpose, such Covenant Defeasance means that, with respect
to the outstanding Notes, the Company may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any such
covenant, whether directly or indirectly, by reason of any reference elsewhere
herein to any such covenant or by reason of any reference in any such covenant
to any other provision herein or in any other document and such omission to
comply shall not constitute a Default or an Event of Default under Section
6.01(3) or 6.01(4), but, except as specified above, the remainder of this
Indenture and such Notes shall be unaffected thereby. In addition, upon the
Company's exercise under paragraph (a) hereof of the option applicable to this
paragraph (c), subject to the satisfaction of the conditions set forth in
Section 8.03, Sections 6.01(3), 6.01(4), 6.01(5) and 6.01(6) shall not
constitute Events of Default.

                  (d)      The following shall be the conditions to application
of either paragraph (b) or paragraph (c) above to the outstanding Notes:

                  (1)      The Company shall have irrevocably deposited with the
         Trustee in trust for the benefit of the Holders, pursuant to an
         irrevocable trust and security agreement in form and

                                     - 63 -
<PAGE>

         substance reasonably satisfactory to the Trustee, U.S. Legal Tender or
         non-callable U.S. Government Obligations or a combination thereof, in
         such amounts and at such times as are sufficient, in the opinion of a
         nationally-recognized firm of independent public accountants, to pay
         the principal of, and premium, if any, interest and Additional
         Interest, if any, on the outstanding Notes on the stated dates for
         payment or redemption, as the case may be; provided, however, that the
         Trustee (or other qualifying trustee) shall have received an
         irrevocable written order from the Company instructing the Trustee (or
         other qualifying trustee) to apply such U.S. Legal Tender or the
         proceeds of such U.S. Government Obligations to said payments with
         respect to the Notes to maturity or redemption;

                  (2)      No Default or Event of Default shall have occurred
         and be continuing on the date of such deposit (other than a Default or
         Event of Default arising in connection with the substantially
         contemporaneous borrowing of funds to fund the deposit referenced in
         clause (1) above and the granting of any Lien securing such borrowing);

                  (3)      Such Legal Defeasance or Covenant Defeasance shall
         not result in a breach or violation of, or constitute a default
         hereunder (other than a Default or Event of Default arising in
         connection with the substantially contemporaneous borrowing of funds to
         fund the deposit referenced in clause (1) above and the granting of any
         Lien securing such borrowing) or any other material agreement or
         instrument to which the Company or any of its Subsidiaries is a party
         or by which the Company or any of its Subsidiaries is bound;

                  (4)      (i) In the event the Company elects paragraph (b)
         above, the Company shall deliver to the Trustee an Opinion of Counsel
         in the United States of America, in form and substance reasonably
         satisfactory to the Trustee, to the effect 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 state that,
         Holders shall not recognize income, gain or loss for federal income tax
         purposes as a result of such Legal Defeasance contemplated hereby and
         shall be subject to federal income tax in 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 or (ii) in the event the Company elects
         paragraph (c) above, the Company shall deliver to the Trustee an
         Opinion of Counsel in the United States, in form and substance
         reasonably satisfactory to the Trustee, to the effect that Holders
         shall not recognize income, gain or loss for federal income tax
         purposes as a result of such Covenant Defeasance contemplated hereby
         and shall be subject to federal income tax in 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;

                  (5)      The Company shall have delivered to the Trustee an
         Officers' Certificate stating that the deposit under clause (1) was not
         made by the Company with the intent of preferring the Holders over any
         other creditors of the Company or with the intent of defeating,
         hindering, delaying or defrauding any other creditors of the Company or
         others;

                  (6)      The Company shall have delivered to the Trustee an
         Opinion of Counsel, reasonably satisfactory to the Trustee, to the
         effect that assuming no intervening bankruptcy of the Company between
         the date of deposit and the 91st day following the date of deposit and
         that no Holder of Notes is an insider of the Company, after the 91st
         day following the date of deposit, the trust funds shall not be subject
         to any applicable bankruptcy, insolvency, reorganization or similar law
         affecting creditors' rights generally; and

                                     - 64 -
<PAGE>

                  (7)      The Company has delivered to the Trustee an Officers'
         Certificate and an Opinion of Counsel, each stating that all conditions
         precedent specified herein relating to the defeasance contemplated by
         this Section 8.01 have been complied with.

Notwithstanding the foregoing, the Opinion of Counsel required by Section
8.01(d)(4)(i) above with respect to a Legal Defeasance need not be delivered if
all Notes not theretofore delivered to the Trustee for cancellation (1) have
become due and payable or (2) shall become due and payable on the maturity date
within one year under arrangements satisfactory to the Trustee for the giving of
notice of redemption by the Trustee in the name, and at the expense, of the
Company.

                  In the event all or any portion of the Notes are to be
redeemed through such irrevocable trust, the Company must make arrangements
reasonably satisfactory to the Trustee, at the time of such deposit, for the
giving of the notice of such redemption or redemptions by the Trustee in the
name and at the expense of the Company.

                  SECTION 8.02. Satisfaction and Discharge.

                  In addition to the Company's rights under Section 8.01, the
Company may terminate all of its obligations under this Indenture (subject to
Section 8.03), when:

                  (1)      either:

                           (a)      all the Notes theretofore authenticated and
                  delivered (except lost, stolen or destroyed Notes which have
                  been replaced or paid as provided in Section 2.07 and Notes
                  for whose payment money has theretofore been deposited in
                  trust or segregated and held in trust by the Company and
                  thereafter repaid to the Company or discharged from such
                  trust) have been delivered to the Trustee for cancellation; or

                           (b)      all Notes not theretofore delivered to the
                  Trustee for cancellation (i) have become due and payable, (ii)
                  shall become due and payable at their stated maturity within
                  one year or (iii) are to be called for redemption within one
                  year under arrangements reasonably satisfactory to the
                  Trustee, and the Company has irrevocably deposited or caused
                  to be deposited with the Trustee funds in an amount sufficient
                  to pay and discharge the entire Indebtedness on the Notes not
                  theretofore delivered to the Trustee for cancellation, for
                  principal of, and premium, if any, interest and Additional
                  Interest, if any, on the Notes to the date of deposit together
                  with irrevocable instructions from the Company directing the
                  Trustee to apply such funds to the payment thereof at maturity
                  or redemption, as the case may be;

                  (2)      all other sums payable under this Indenture by the
         Company have been paid; and

                  (3)      the Company has delivered to the Trustee an Officers'
         Certificate and an Opinion of Counsel stating that all conditions
         precedent under this Indenture relating to the satisfaction and
         discharge of this Indenture have been complied with.

                  SECTION 8.03. Survival of Certain Obligations.

                  Notwithstanding the satisfaction and discharge of this
Indenture and of the Notes referred to in Section 8.01 or 8.02, the respective
obligations of the Company and the Trustee under Sections 2.02, 2.03, 2.04,
2.05, 2.06, 2.07, 2.10, 2.13, 4.01, 4.02 and 6.08, Article Seven and Sections
8.05, 8.06 and

                                     - 65 -
<PAGE>

8.07 shall survive until the Notes are no longer outstanding, and thereafter the
obligations of the Company and the Trustee under Sections 7.07, 8.05, 8.06 and
8.07 shall survive.

                  SECTION 8.04. Acknowledgment of Discharge by Trustee.

                  Subject to Section 8.07, after (i) the conditions of Section
8.01 or 8.02 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 Officers' Certificate and an Opinion of Counsel,
each 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 Section 8.03.

                  SECTION 8.05. Application of Trust Moneys.

                  The Trustee shall hold any U.S. Legal Tender or U.S.
Government Obligations deposited with it in the irrevocable trust established
pursuant to Section 8.01. The Trustee shall apply the deposited U.S. Legal
Tender or the U.S. Government obligations, together with earnings thereon,
through the Paying Agent, in accordance with this Indenture and the terms of the
irrevocable trust agreement established pursuant to Section 8.01, to the payment
of principal of, premium, if any, and interest on the Notes. Anything in this
Article Eight to the contrary notwithstanding, the Trustee shall deliver or pay
to the Company from time to time upon the Company's request any U.S. Legal
Tender or U.S. Government Obligations held by it as provided in Section 8.01(d)
which, in the opinion of a nationally-recognized firm of independent public
accountants expressed in a written certification thereof delivered to the
Trustee, are in excess of the amount thereof that would then be required to be
deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

                  SECTION 8.06. Repayment to the Company; Unclaimed Money.

                  Subject to Sections 7.07, 8.01 and 8.02, the Trustee and the
Paying Agent shall promptly pay to the Company upon written request from the
Company any excess U.S. Legal Tender or U.S. Government Obligations held by them
at any time. The Trustee and the Paying Agent shall pay to the Company, upon
receipt by the Trustee or the Paying Agent, as the case may be, of a written
request from the Company any money held by it for the payment of principal,
premium, if any, or interest that remains unclaimed for two years after payment
to the Holders is required, without interest thereon; provided, however, that
the Trustee and the Paying Agent before being required to make any payment may,
but need not, at the expense of the Company cause to be published once in a
newspaper of general circulation in The City of New York or mail to each Holder
entitled to such money notice that such money remains unclaimed and that after a
date specified therein, which shall be at least thirty (30) days from the date
of such publication or mailing, any unclaimed balance of such money then
remaining shall be repaid to the Company, without interest thereon. After
payment to the Company, Holders entitled to money must look solely to the
Company for payment as general creditors unless an applicable abandoned property
law designated another Person, and all liability of the Trustee or Paying Agent
with respect to such money shall thereupon cease.

                  SECTION 8.07. Reinstatement.

                  If the Trustee or Paying Agent is unable to apply any U.S.
Legal Tender or U.S. Government Obligations in accordance with Section 8.01 or
8.02 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

                                     - 66 -
<PAGE>

shall be revived and reinstated as though no deposit had occurred pursuant to
Section 8.01 or 8.02 until such time as the Trustee or Paying Agent is permitted
to apply all such U.S. Legal Tender or U.S. Government Obligations in accordance
with Section 8.01 or 8.02; provided, however, that if the Company has made any
payment of premium, if any, or 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 or
U.S. Government Obligations held by the Trustee or Paying Agent.

                  SECTION 8.08. Indemnity for Government Obligations. The
Company shall pay and indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against the U.S. Government Obligations deposited
pursuant to Section 8.01 or Section 8.02 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.

                                  ARTICLE NINE

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

                  SECTION 9.01. Without Consent of Holders.

                  From time to time, the Company, the Guarantors, the Trustee
and, if such amendment, modification, waiver or supplement relates to any
Collateral Agreement or the Intercreditor Agreement, the Collateral Agent,
without the consent of the Holders, may amend, modify, waive or supplement
provisions of this Indenture, the Notes, the Guarantees, the Registration Rights
Agreement, the Intercreditor Agreement and the Collateral Agreements:

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

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

                  (3)      to provide for the assumption of the Company's or a
         Guarantor's obligations to Holders in the case of a merger or
         consolidation involving the Company or such Guarantor or sale of all or
         substantially all of the assets of the Company or such Guarantor or the
         release of a Guarantor to the extent permitted under this Indenture;

                  (4)      to make any change that would provide any additional
         rights or benefits to the Holders or that does not adversely affect the
         legal rights of any such Holder under this Indenture, the Notes, the
         Guarantees, the Registration Rights Agreement, the Intercreditor
         Agreement or the Collateral Agreements;

                  (5)      to comply with requirements of the Commission in
         order to effect or maintain the qualification of this Indenture under
         the TIA;

                  (6)      to allow any Subsidiary or any other Person to
         guarantee the Notes;

                  (7)      if necessary, in connection with any addition or
         release of Collateral permitted under the terms of this Indenture, the
         Intercreditor Agreement or Collateral Agreements; or

                  (8)      to provide for the issuance of Additional Notes in
         accordance with the terms hereof, to the extent Indebtedness in an
         aggregate principal amount equal to the aggregate principal

                                     - 67 -
<PAGE>

         amount of such Additional Notes to be issued could otherwise be
         incurred pursuant to this Indenture, without giving effect to such
         amendment, modification, waiver or supplement,

and unless such amendment, modification, waiver or supplement is specifically
required hereunder, so long as such amendment, modification, waiver or
supplement does not, in the opinion of the Trustee and, if such amendment,
modification, waiver or supplement relates to any Collateral Agreement or the
Intercreditor Agreement, the Collateral Agent, adversely affect the rights of
any of the Holders in any material respect.

                  Notwithstanding the foregoing, in formulating its opinion in
regards to Section 9.01(1) or (7) the Trustee or the Collateral Agent, as
applicable, is entitled to rely on such evidence as it deems appropriate,
including, without limitation, solely on an Opinion of Counsel.

                  SECTION 9.02. With Consent of Holders.

                  Subject to Section 6.08, the Company and the Guarantors, when
authorized by a Board Resolution, and the Trustee or the Collateral Agent, as
applicable, together, with the written consent of the Holder or Holders of at
least a majority in aggregate principal amount at maturity of the outstanding
Notes (subject to Section 2.09), may amend or supplement this Indenture, the
Notes, any Collateral Agreement, the Intercreditor Agreement or the Guarantees
without notice to any other Holders. Subject to Section 6.08 and Section 2.09,
the Holder or Holders of a majority in aggregate principal amount at maturity of
the outstanding Notes may waive compliance by the Company with any provision of
this Indenture, any Collateral Agreement or the Notes without notice to any
other Holder. However, no amendment, supplement or waiver, including a waiver
pursuant to Section 6.05, shall without the consent of each Holder of each Note
affected thereby:

                  (1)      reduce the principal amount at maturity of Notes
         whose Holders must consent to an amendment, supplement or waiver of any
         provision of this Indenture or the Notes;

                  (2)      reduce the rate of or change or have the effect of
         changing the time for payment of interest or Additional Interest on any
         Notes;

                  (3)      reduce the principal of or change or have the effect
         of changing the fixed maturity of any Notes, or change the date on
         which any Notes may be subject to redemption or reduce the redemption
         price therefor;

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

                  (5)      make any change in provisions of this Indenture
         protecting the right of each Holder to receive payment of principal of,
         premium, if any, interest and Additional Interest, if any, on such Note
         on or after the due date thereof or to bring suit to enforce such
         payment, or permitting holders of a majority in principal amount at
         maturity of Notes to waive Defaults or Events of Default;

                  (6)      after the Company's obligation to purchase Notes
         arises thereunder, amend, change or modify in any material respect the
         obligation of the Company to make and consummate a Change of Control
         Offer in the event of a Change of Control or make and consummate a Net
         Proceeds Offer with respect to any Asset Sale that has been consummated
         or, after such Change of Control has occurred or such Asset Sale has
         been consummated, modify any of the provisions or definitions with
         respect thereto;

                                     - 68 -
<PAGE>

                  (7)      modify or change any provision of this Indenture or
         the related definitions affecting the ranking of the Notes or any
         Guarantee in a manner which adversely affects the Holders;

                  (8)      release any Guarantor that is a Significant
         Subsidiary from any of its obligations under its Guarantee or this
         Indenture otherwise than in accordance with the terms of this
         Indenture;

                  (9)      release all or substantially all of the Collateral;
         or

                  (10)     make any change to Section 9.01 or this Section 9.02.

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

                  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, the
Notes, the Collateral Agreements, the Intercreditor Agreement or the Guarantees
shall comply with the TIA as then in effect.

                  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 such Holder's Note or portion of such Note by
written notice to the Trustee and the Company received before the date on which
the Trustee, and if such amendment, waiver or supplement relates to any
Collateral Agreement or the Intercreditor Agreement, the Collateral Agent,
receives an Officers' Certificate certifying that the Holders of the requisite
principal amount at maturity 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 either (i) at least
thirty (30) days prior to the first solicitation of such consent or (ii) the
date of the most recent list furnished to the Trustee under Section 2.05. 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 ninety (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

                                     - 69 -
<PAGE>

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,
premium, if any, 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 the Note to the
Trustee. The Trustee at the written direction of the Company may place an
appropriate notation on the Note about the changed terms and return it to the
Holder and the Trustee may place an appropriate notation on any Note thereafter
authenticated. 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. Failure to make an appropriate
notation, or issue a new Note, shall not affect the validity and effect of such
amendment, supplement or waiver. Any such notation or exchange shall be made at
the sole cost and expense of the Company. Failure to make the appropriate
notation or issue a new Note shall not effect the validity and effect of such
amendment, supplement or waiver.

                  SECTION 9.06. Trustee to Sign Amendments, Etc.

                  The Trustee or the Collateral Agent, as applicable, shall
execute any amendment, supplement or waiver authorized pursuant to this Article
Nine; provided that the Trustee or the Collateral Agent, as applicable, may, but
shall not be obligated to, execute any such amendment, supplement or waiver
which affects the rights, duties or immunities of the Trustee or the Collateral
Agent, as applicable, under this Indenture, any Collateral Agreement or the
Intercreditor Agreement. The Trustee shall be entitled to receive, and shall be
fully protected in relying upon, an Opinion of Counsel and an Officers'
Certificate each stating that the execution of any amendment, supplement or
waiver authorized pursuant to this Article Nine is authorized or permitted by
this Indenture. Such Opinion of Counsel shall not be an expense of the Trustee
and shall be paid for by the Company.

                  SECTION 9.07. Conformity with Trust Indenture Act. Every
supplemental indenture executed pursuant to this Article Nine shall conform to
the requirements of the TIA as then in effect.

                                   ARTICLE TEN

                                    GUARANTEE

                  SECTION 10.01. Guarantee.

                  Each Guarantor hereby fully, irrevocably and unconditionally,
jointly and severally, unconditionally and irrevocably guarantees (such
guarantee to be referred to herein as the "Guarantee"), to each of the Holders
and to the Trustee and the Collateral Agent and their respective successors and
assigns that (i) the principal of, premium, if any and interest on the Notes
shall be promptly paid in full when due, subject to any applicable grace period,
whether upon redemption pursuant to the terms of the Notes, by acceleration or
otherwise, and interest on the overdue principal, if any, and interest on any
interest, if any, to the extent lawful, of the Notes and all other obligations
of the Company to the Holders, the Trustee and the Collateral Agent hereunder,
thereunder or under any Collateral Agreement or the Intercreditor Agreement
shall be promptly paid in full or performed, all in accordance with the terms
hereof, thereof and of the Collateral Agreements and Intercreditor Agreement;
and (ii) in case of any extension of time of payment or renewal of any of the
Notes or of any such other obligations, the same

                                     - 70 -
<PAGE>

shall be promptly paid in full when due or performed in accordance with the
terms of the extension or renewal, subject to any applicable grace period,
whether at stated maturity, by acceleration or otherwise, subject, however, in
the case of clauses (i) and (ii) above, to the limitations set forth in Section
10.03. The Guarantee of each Guarantor shall rank senior in right of payment to
all existing and future subordinated Indebtedness of such Guarantor and equal in
right of payment with all other existing and future senior obligations of such
Guarantor, including borrowings or guarantees of borrowings under the Credit
Agreement. Each Guarantor hereby agrees that its obligations hereunder shall be
unconditional, irrespective of the validity, regularity or enforceability of the
Notes, this Indenture, any Collateral Agreement or the Intercreditor Agreement,
the absence of any action to enforce the same, any waiver or consent by any of
the Holders with respect to any provisions hereof or thereof, any release of any
other Guarantor, the recovery of any judgment against the Company, any action to
enforce the same or any other circumstance which might otherwise constitute a
legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby
waives diligence, presentment, demand of payment, filing of claims with a court
in the event of insolvency or bankruptcy of the Company, any right to require a
proceeding first against the Company, protest, notice and all demands whatsoever
and covenants that this Guarantee shall not be discharged except by complete
performance of the obligations contained in the Notes, this Indenture and in
this Guarantee. The obligations of each Guarantor are limited to the maximum
amount which, after giving effect to all other contingent and fixed liabilities
of such Guarantor and after giving effect to any collections from or payments
made by or on behalf of any other Guarantor in respect of the obligations of
such other Guarantor under its Guarantee or pursuant to its contribution
obligations under this Indenture, shall result in the obligations of such
Guarantor under the Guarantee not constituting a fraudulent conveyance or
fraudulent transfer under federal or state law. The net worth of any Guarantor
for such purpose shall include any claim of such Guarantor against the Company
for reimbursement and any claim against any other Guarantor for contribution.
Each Guarantor may consolidate with or merge into or sell its assets to the
Company or another Guarantor without limitation in accordance with Sections 5.01
and 4.16. If any Holder or the Trustee is required by any court or otherwise to
return to the Company, any Guarantor, or any custodian, trustee, liquidator or
other similar official acting in relation to the Company or any Guarantor, any
amount paid by the Company or any Guarantor to the Trustee, the Collateral Agent
or such Holder, this Guarantee, to the extent theretofore discharged, shall be
reinstated in full force and effect. Each Guarantor further agrees that, as
between each Guarantor, on the one hand, and the Holders, the Collateral Agent
and the Trustee, on the other hand, (x) the maturity of the obligations
guaranteed hereby may be accelerated as provided in Article Six for the purposes
of this Guarantee notwithstanding any stay, injunction or other prohibition
preventing such acceleration in respect of the obligations guaranteed hereby,
and (y) in the event of any acceleration of such obligations as provided in
Article Six, such obligations (whether or not due and payable) shall forthwith
become due and payable by each Guarantor for the purpose of this Guarantee.

                  SECTION 10.02. Release of a Guarantor.

                  A Guarantor will be released from its Guarantee (and may
subsequently dissolve) without any action required on the part of the Trustee or
any Holder:

                  (1)      if (a) all of the Capital Stock issued by such
Guarantor or all or substantially all of the assets of such Guarantor are sold
or otherwise disposed of (including by way of merger or consolidation) to a
Person other than the Company or any of its Domestic Restricted Subsidiaries or
(b) such Guarantor ceases to be a Restricted Subsidiary, and the Company
otherwise complies, to the extent applicable, with the covenant described below
under Section 4.16, or

                  (2)      if the Company designates such Guarantor as an
Unrestricted Subsidiary in accordance with Section 4.10, or

                                     - 71 -
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                  (3)      if the Company exercises its Legal Defeasance option
or its Covenant Defeasance option as described in Section 8.01, or

                  (4)      upon satisfaction and discharge of this Indenture or
payment in full of the principal of, premium, if any, accrued and unpaid
interest and Additional Interest, if any, on the Notes and all other Obligations
that are then due and payable.

                  The Trustee shall promptly execute and deliver an appropriate
instrument evidencing such release upon receipt of a request by the Company
accompanied by an Officers' Certificate certifying as to the compliance with
this Section 10.02. Any Guarantor not so released remains liable for the full
amount of its Guarantee as provided in this Article Ten.

                  SECTION 10.03. Limitation of Guarantor's Liability.

                  Each Guarantor and, by its acceptance hereof, each of the
Holders hereby confirms that it is the intention of all such parties that the
guarantee by such Guarantor pursuant to its Guarantee not constitute a
fraudulent transfer or conveyance for purposes of any Bankruptcy Code, the
Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any
similar Federal or state law. To effectuate the foregoing intention, the Holders
and such Guarantor hereby irrevocably agree that the obligations of such
Guarantor under the Guarantee shall be limited to the maximum amount as shall,
after giving effect to all other contingent and fixed liabilities of such
Guarantor and after giving effect to any collections from or payments made by or
on behalf of any other Guarantor in respect of the obligations of such other
Guarantor under its Guarantee or pursuant to Section 10.05, result in the
obligations of such Guarantor under the Guarantee not constituting such
fraudulent transfer or conveyance.

                  SECTION 10.04. Guarantors May Consolidate, etc., on Certain
Terms.

                  Each Guarantor (other than any Guarantor whose Guarantee is to
be released in accordance with the terms of the Guarantee and this Indenture in
connection with any transaction complying with Section 4.16) will not, and the
Company will not cause or permit any Guarantor to, consolidate with or merge
with or into any Person other than the Company or any other Guarantor unless:

                  (1)      the entity formed by or surviving any such
consolidation or merger (if other than the Guarantor) or to which such sale,
lease, conveyance or other disposition shall have been made is a corporation
organized and existing under the laws of the United States or any State thereof
or the District of Columbia;

                  (2)      such entity assumes (a) by supplemental indenture (in
form and substance satisfactory to the Trustee), executed and delivered to the
Trustee, all of the obligations of the Guarantor under the Guarantee and, to the
extent applicable, the Intercreditor Agreement and (b) by amendment, supplement
or other instrument (in form and substance satisfactory to the Trustee and the
Collateral Agent) executed and delivered to the Trustee and the Collateral
Agent, all obligations of the Guarantor under the Collateral Agreements and, to
the extent applicable, the Intercreditor Agreement, and in connection therewith
shall cause such instruments to be filed and recorded in such jurisdictions and
take such other actions as may be required by applicable law to perfect or
continue the perfection of the Lien created under the Collateral Agreements on
the Collateral owned by or transferred to the surviving entity;

                  (3)      immediately after giving effect to such transaction,
no Default or Event of Default shall have occurred and be continuing; and

                                     - 72 -
<PAGE>

                  (4)      immediately after giving effect to such transaction
and the use of any net proceeds therefrom on a pro forma basis, the Company
could satisfy the provisions of Section 5.01(2).

                  Any merger or consolidation of (i) a Guarantor with and into
the Company (with the Company being the surviving entity) or another Guarantor
or (ii) a Guarantor or the Company with an Affiliate organized solely for the
purpose of reincorporating such Guarantor or the Company in another jurisdiction
in the United States or any state thereof or the District of Columbia or
changing the legal form of such Guarantor or the Company need only comply with
(A) clause (4) of Section 5.01 and (B) in the case of a merger or consolidation
involving (x) the Company as described in clause (ii) above, clause 1(b)(y) of
the first paragraph of Section 5.01 and (y) in the case of a Guarantor as
described in clause (ii) above, clause (2) of this Section 10.04.

                  SECTION 10.05. Contribution.

                  In order to provide for just and equitable contribution among
the Guarantors, the Guarantors agree, inter se, that each Guarantor that makes a
payment or distribution under a Guarantee shall be entitled to a pro rata
contribution from each other Guarantor hereunder based on the net assets of each
other Guarantor. The preceding sentence shall in no way affect the rights of the
Holders to the benefits of this Indenture, the Notes or the Guarantees.

                  SECTION 10.06. Waiver of Subrogation.

                  Each Guarantor agrees that it shall not be entitled to any
right of subrogation in relation to the Holders in respect of any obligations
guaranteed hereby until payment in full of all obligations guaranteed hereby.

                  SECTION 10.07. Evidence of Guarantee.

                  To evidence their guarantees to the Holders set forth in this
Article Ten, each of the Guarantors hereby agrees to execute the notation of
Guarantee in substantially the form included in the Notes attached as Exhibits A
and B. Each such notation of Guarantee shall be signed on behalf of each
Guarantor by an Officer or an assistant Secretary. An Officer (who shall, in
each case, have been duly authorized by all requisite corporate actions) of the
Guarantors shall execute the Guarantees by manual or facsimile signature.

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

                  Each Guarantor hereby agrees that its Guarantee set forth in
Section 10.01 shall remain in full force and effect notwithstanding any failure
to endorse on each Note a notation of such Guarantee.

                  If an Officer or assistant Secretary whose signature is on
this Indenture or on the Guarantee no longer holds that office at the time the
Trustee authenticates the Note on which a Guarantee is endorsed, the Guarantee
shall be valid nevertheless.

                  The delivery of any Note by the Trustee, after the
authentication thereof hereunder, shall constitute due delivery of the Guarantee
set forth in this Indenture on behalf of the Guarantors.

                                     - 73 -
<PAGE>

                  SECTION 10.08. Waiver of Stay, Extension or Usury Laws.

                  Each Guarantor covenants to the extent permitted by law that
it shall not at any time insist upon, plead, or in any manner whatsoever claim
or take the benefit or advantage of, any stay or extension law or any usury law
or other law that would prohibit or forgive such Guarantor from performing its
Guarantee as contemplated herein, wherever enacted, now or at any time hereafter
in force, or which may affect the covenants or the performance of this
Guarantee; and each Guarantor hereby expressly waives to the extent permitted by
law all benefit or advantage of any such law, and covenants that it shall not
hinder, delay or impede the execution of any power herein granted to the
Trustee, but shall suffer and permit the execution of every such power as though
no such law had been enacted.

                                 ARTICLE ELEVEN

                                  MISCELLANEOUS

                  SECTION 11.01. Trust Indenture Act Controls.

                  If any provision of this Indenture limits, qualifies, or
conflicts with another provision which is required to be included in this
Indenture by the TIA, the required provision shall control. Any provision of the
TIA which is required to be included in a qualified Indenture, but not expressly
included herein, shall be deemed to be included by this reference.

                  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 telex, by telecopier or registered or certified mail, postage
prepaid, return receipt requested, addressed as follows:

                  if to the Company:

                  Telex Communications, Inc.
                  12000 Portland Avenue South
                  Burnsville, Minnesota 55337
                  Attention: Raymond V. Malpocher
                  Facsimile Number: (952) 886-3773

                  if to the Trustee:

                  BNY Midwest Trust Company
                  2 N. LaSalle Street Suite 1020
                  Chicago, IL 60602
                  Attn: D. G. Donovan, Assistant Vice President
                  Facsimile Number: (312) 827-8542

                  if to the Collateral Agent:

                  BNY Midwest Trust Company
                  2 N. LaSalle Street Suite 1020
                  Chicago, IL 60602
                  Attn: D. G. Donovan, Assistant Vice President
                  Facsimile Number: (312) 827-8542

                                     - 74 -
<PAGE>

                  Each of the Company and the Trustee by written notice to each
other 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 or a notice sent by mail to the Trustee 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 such Holder by first class mail or other equivalent means at such Holder's
address as it appears on the registration books of the Registrar and shall be
sufficiently given to such Holder if so mailed within the time prescribed.

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

                  SECTION 11.03. Communications by Holders with Other Holders.

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

                  SECTION 11.04. Certificate and Opinion as to Conditions
Precedent.

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

                  (1)      an Officers' Certificate, in form and substance
         reasonably satisfactory to the Trustee, stating that, in the opinion of
         the signers, all conditions precedent to be performed by the Company or
         the applicable Guarantor (as the case may be), if any, provided for in
         this Indenture or any Collateral Agreement 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 to be performed by the
         Company or the applicable Guarantor (as the case may be), if any,
         provided for in this Indenture or any Collateral Agreement relating to
         the proposed action 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 or any Collateral
Agreement, 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;

                                     - 75 -
<PAGE>

                  (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.

                  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, THE NOTES AND THE GUARANTEES 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 past, present or future director, officer, employee,
stockholder or incorporator, as such, of the Company, a Guarantor or the Trustee
shall not have any liability for any obligations of the Company or the
Guarantors under the Notes, the Guarantees, the Collateral Agreements or this
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. Such waiver and release are part of the
consideration for the issuance of the Notes.

                  SECTION 11.11. Successors.

                  All agreements of the Company and the Guarantors in this
Indenture, the Notes, and the Guarantees shall bind their successors. All
agreements of the Trustee and the Collateral Agent in this Indenture shall bind
their respective successors.

                                     - 76 -
<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,
the Notes or in the Guarantees shall be held invalid, illegal or unenforceable,
in any respect for any reason, the validity, legality and enforceability of any
such provision in every other respect and of the remaining provisions shall not
in any way be affected or impaired thereby, it being intended that all of the
provisions hereof shall be enforceable to the full extent permitted by law.

                  SECTION 11.14. Waiver of Jury Trial.

                  EACH OF THE COMPANY AND THE GUARANTORS HEREBY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY IN
ANY ACTION OR PROCEEDING ARISING OUT OF OR IN CONNECTION WITH THIS INDENTURE,
THE NOTES, THE GUARANTEES, THE COLLATERAL AGREEMENTS OR THE TRANSACTIONS
CONTEMPLATED BY THIS INDENTURE.

                                 ARTICLE TWELVE

                            AGREEMENT TO SUBORDINATE
                          SECURITY INTERESTS; SECURITY

                  SECTION 12.01. Grant of Security Interest.

                  (a)      To secure the due and punctual payment of the
principal of, premium, if any, and interest on the Notes and amounts due
hereunder and under the Guarantees when and as the same shall be due and
payable, whether on an Interest Payment Date, at maturity, by acceleration,
purchase, repurchase, redemption or otherwise, and interest on the overdue
principal of, premium, if any, and interest (to the extent permitted by law), if
any, on the Notes and the performance of all other Obligations of the Company
and the Guarantors to the Holders, the Collateral Agent or the Trustee under
this Indenture, the Collateral Agreements, the Guarantees and the Notes, the
Company and the Guarantors hereby covenant to cause the Collateral Agreements to
be executed and delivered concurrently with this Indenture. Subject to the
Intercreditor Agreement, the Collateral Agreements shall provide for the grant
by the Company and Guarantors party thereto to the Collateral Agent security
interests in the Collateral.

                  (b)      Each Holder, by its acceptance of a Note, consents
and agrees to the terms of each Collateral Agreement and the Intercreditor
Agreement, as the same may be in effect or may be amended from time to time in
accordance with their respective terms, and authorizes and directs the
Collateral Agent and the Trustee to enter into the Collateral Agreements and the
Intercreditor Agreement and to perform their obligations and exercise their
rights thereunder in accordance therewith. The Company shall, and shall cause
each of its Domestic Restricted Subsidiaries to, do or cause to be done all such
actions and things as may be necessary or proper, or as may be required by the
provisions of the Collateral Agreements, to assure and confirm to the Collateral
Agent the security interests in the Collateral contemplated hereby and by the
Collateral Agreements, as from time to time constituted, so as to render the
same available for the security and benefit of this Indenture and of the Notes
and Guarantees secured hereby, according to the intent and purpose herein and
therein expressed. The Company shall, and shall cause each of its Domestic
Restricted Subsidiaries to, take any and all actions required to cause

                                     - 77 -
<PAGE>

the Collateral Agreements to create and maintain, as security for the
Obligations contained in this Indenture, the Notes, the Collateral Agreements
and the Guarantees valid and enforceable, perfected (except as expressly
provided herein, therein or in the Intercreditor Agreement) security interests
in and on all the Collateral, in favor of the Collateral Agent, superior to and
prior to the rights of all third Persons, and subject to no other Liens, in each
case, except as expressly provided herein, therein, or in the Intercreditor
Agreement.

                  SECTION 12.02. Intercreditor Agreement.

                  This Indenture is subject to the terms, limitations and
conditions set forth in the Intercreditor Agreement. Each Holder of a Note, by
its acceptance thereof, is deemed to have authorized and instructed the
Collateral Agent and the Trustee to enter into the Intercreditor Agreement on
its behalf.

                  SECTION 12.03. Recording and Opinions.

                  (a)      The Company shall take or cause to be taken all
action required to perfect, maintain, preserve and protect the security
interests in the Collateral granted by the Collateral Agreements but subject to
the Intercreditor Agreement, including (i) the filing of financing statements,
continuation statements, collateral assignments and any instruments of further
assurance, in such manner and in such places as may be required by law to
preserve and protect fully the rights of the Holders, the Trustee and the
Collateral Agent under this Indenture and the Collateral Agreements to all
property comprising the Collateral, and (ii) the delivery of the certificates
evidencing the securities pledged under the Security Agreement, duly endorsed in
blank, it being understood that concurrently with the execution of this
Indenture the Company has delivered financing statements for filing by the
Initial Purchaser or its agents. The Company shall from time to time promptly
pay all financing and continuation statement recording and/or filing fees,
charges and taxes relating to this Indenture, the Collateral Agreements, the
Intercreditor Agreement and any amendments hereto or thereto and any other
instruments of further assurance required pursuant hereto or thereto.

                  (b)      The Company shall furnish to the Trustee and the
Collateral Agent (if other than the Trustee), at such time as required by TIA
Section 314(b), and promptly after the execution and delivery of any other
instrument of further assurance or amendment granting, perfecting, protecting,
preserving or making effective a security interest pursuant to any Collateral
Agreement, an Opinion of Counsel either (i) stating that, in the opinion of such
counsel, this Indenture and the Collateral Agreements, financing statements and
fixture filings then executed and delivered, as applicable, and all other
instruments of further assurance or amendment then executed and delivered have
been properly recorded, registered and filed, to the extent necessary to perfect
the security interests created by this Indenture and the Collateral Agreements
and reciting the details of such action or referring to prior Opinions of
Counsel in which such details are given, and stating that as to such Collateral
Agreements and such other instruments, such recording, registering, filing and
delivery are the only recordings, registerings, filings and deliveries necessary
to perfect such security interest and that no re-recordings, re-registerings,
re-filings or re-deliveries are necessary to maintain such perfection, and
further stating that all financing statements and continuation statements have
been executed and filed that are necessary fully to preserve and protect the
rights of and perfect such security interests of the Collateral Agent for the
benefit of itself, the Holders and, the Trustee under the Collateral Agreements
or (ii) stating that, in the Opinion of such Counsel, no such action is
necessary to perfect any security interest created under this Indenture, the
Notes or any of the Collateral Agreements as intended by this Indenture, the
Notes and such Collateral Agreements.

                  (c)      Annually, within thirty (30) days after May 1 of each
year and beginning with the year 2004, the Company shall furnish to the Trustee
and the Collateral Agent (if other than the Trustee),

                                     - 78 -
<PAGE>

an Opinion of Counsel, dated as of such date, either (i) stating that: (A) in
the opinion of such counsel, action has been taken with respect to the
registering, recording, filing, re-recording, re-registering and refiling of
financing statements, continuation statements and other documents as are then
necessary to perfect or continue the perfection of the security interests
created by the Collateral Agreements and reciting the details of such action or
referring to prior Opinions of Counsel in which such details are given; and (B)
based on relevant laws as in effect on the date of such Opinion of Counsel, all
financing statements, continuation statements and other documents have been
executed (if necessary) and filed that are necessary as of such date and during
the succeeding six (6) months fully to maintain, perfect or continue the
perfection of such security interests under the Collateral Agreements with
respect to the Collateral and to maintain, preserve, and protect the rights of
the Holders, the Collateral Agent and the Trustee hereunder and under the
Collateral Agreements or (ii) stating that, in the opinion of such counsel, no
such action is then necessary to perfect or continue the perfection of such
security interests.

                  SECTION 12.04. Release of Collateral.

                  (a)      Subject to the Intercreditor Agreement, the
Collateral Agent shall not at any time release Collateral from the security
interests created by the Collateral Agreements unless such release is in
accordance with the provisions of this Indenture, the Intercreditor Agreement
and the applicable Collateral Agreements.

                  (b)      Subject to the Intercreditor Agreement, at any time
when a Default or an Event of Default shall have occurred and be continuing, no
release of Collateral pursuant to the provisions of this Indenture and the
Collateral Agreements shall be effective as against the Holders.

                  (c)      The release of any Collateral from the terms of the
Collateral Agreements shall not be deemed to impair the security under this
Indenture in contravention of the provisions hereof if and to the extent the
Collateral is released pursuant to this Indenture and the Collateral Agreements
or pursuant to the Intercreditor Agreement. To the extent applicable, the
Company shall cause TIA Section 314(d) relating to the release of property from
the security interests created by this Indenture and the Collateral Agreements
to be complied with. Any certificate or opinion required by TIA Section 314(d)
may be made by an Officer of the Company, except in cases where TIA Section
314(d) requires that such certificate or opinion be made by an independent
Person, which Person shall be an independent engineer, appraiser or other expert
selected or approved by the Trustee in the exercise of reasonable care. A Person
is "independent" if such Person (a) is in fact independent, (b) does not have
any direct financial interest or any material indirect financial interest in the
Company or in any Affiliate of the Company and (c) is not an officer, employee,
promoter, underwriter, trustee, partner or director or person performing similar
functions to any of the foregoing for the Company. The Trustee and the
Collateral Agent shall be entitled to receive and rely upon a certificate
provided by any such Person confirming that such Person is independent within
the foregoing definition.

                  (d)      Notwithstanding any provision to the contrary herein,
Collateral comprised of accounts receivable, inventory or the proceeds of the
foregoing shall be subject to release upon sales of such inventory and
collection of the proceeds of such accounts receivable in the ordinary course of
business; provided, that while an Event of Default has occurred and is
continuing the proceeds of such sale shall continue to constitute Collateral. If
requested in writing by the Company, the Trustee shall instruct the Collateral
Agent to execute and deliver such documents, instruments or statements and to
take such other action as the Company may request to evidence or confirm that
the Collateral falling under this Section 12.04 has been released from the Liens
of each of the Collateral Agreements. The Collateral Agent shall execute and
deliver such documents, instruments and statements and shall take all such
actions promptly upon receipt of such instructions from the Trustee.

                                     - 79 -
<PAGE>

                  SECTION 12.05. Specified Releases of Collateral.

                  (a)      The Company and the Domestic Restricted Subsidiaries
shall be entitled to obtain a full release of items of Collateral (the "Released
Interests") from the security interests created by this Indenture, the Notes and
the Collateral Agreements upon compliance with the conditions precedent set
forth in Section 4.16, 8.01 or 8.02 of this Indenture, the applicable Collateral
Agreements and to the extent applicable, the Intercreditor Agreement. So long as
no Default or Event of Default exists, upon the request of the Company or any
Domestic Restricted Subsidiary and the furnishing of each of the items required
by Section 12.05(b), and upon delivery by the Company to the Collateral Agent an
Opinion of Counsel to the effect that such conditions have been met, the
Collateral Agent upon the direction of the Trustee (or the Trustee if acting as
Collateral Agent) shall forthwith take such action (at the request of and the
expense of the Company or such Domestic Restricted Subsidiary, without recourse
or warranty and without any representation of any kind), terminate its Lien on
the applicable Released Interests, and shall deliver such Released Interests in
its possession to the Company or such Domestic Restricted Subsidiary.

                  (b)      So long as no Default or Event of Default exists, the
Company and the Domestic Restricted Subsidiary shall be entitled to obtain a
release of, and the Collateral Agent shall release, the Released Interests upon
compliance with the condition precedent that the Company or such Domestic
Restricted Subsidiary shall have satisfied all applicable conditions precedent
to any such release set forth in this Indenture, the applicable Collateral
Agreements and to the extent applicable, the Intercreditor Agreement as set
forth in an Officers' Certificate and an Opinion of Counsel delivered to the
Trustee and the Collateral Agent and shall have delivered to the Trustee and the
Collateral Agent the following, as applicable:

                  (i)      in connection with release of Collateral resulting
         from an Asset Sale under Section 4.16, notice from the Company
         requesting the release of Released Interests: (A) describing the
         proposed Released Interests; (B) specifying the Fair Market Value of
         such Released Interests on a date within sixty (60) days of such notice
         (the "Valuation Date"); (C) stating that the purchase price received is
         at least equal to the Fair Market Value of the Released Interests; (D)
         stating that the release of such Released Interests, taking into
         account any concurrent replacement of such assets, would not be
         expected to interfere in any material respect with the Collateral
         Agent's ability to realize the value of the remaining Collateral and
         shall not impair in any material respect the maintenance and operation
         of the remaining Collateral; and (E) certifying that such Asset Sale
         complies with the terms and conditions of this Indenture with respect
         thereto and the applicable Collateral Agreements with respect thereto;

                  (ii)     in connection with release of Collateral resulting
         from an Asset Sale under Section 4.16, an Officers' Certificate of the
         Company stating that (A) such Asset Sale covers only the Released
         Interests and complies with the terms and conditions of this Indenture
         with respect to Asset Sales; (B) there is no Default or Event of
         Default in effect or continuing on the date thereof, the Valuation Date
         or the date of such Asset Sale; (C) the release of the Collateral shall
         not result in a Default or Event of Default under this Indenture; and
         (D) all conditions precedent in this Indenture relating to the release
         in question have been or shall be complied with;

                  (iii)    in connection with release of Collateral resulting
         from an Asset Sale under Section 4.16, the Net Cash Proceeds and other
         non-cash consideration from the Asset Sale required to be delivered to
         the Collateral Agent pursuant to this Indenture;

                  (iv)     to the extent required by the TIA, an Officers'
         Certificate of the Company and an Opinion of Counsel certifying that
         all conditions precedent to the release of the Released Interests

                                     - 80 -
<PAGE>

         have been met and that such release complies with the terms and
         conditions of this Indenture, the applicable Collateral Agreements and
         to the extent applicable, the Intercreditor Agreement; and

                  (v)      all applicable certificates, opinions and other
         documentation required by the TIA or this Indenture, if any.

                  If the Company or any Domestic Restricted Subsidiary engages
in any direct or indirect sale, issuance, conveyance, transfer, lease,
assignment or other transfer for value of any Collateral of the type described
in clause (a), (c), (d) or (e) of the proviso to the definition of the term
"Asset Sale," the Liens of the Collateral Agent on such Collateral shall
automatically terminate and be released without any action by the Collateral
Agent, and the Collateral Agent shall, at the sole cost and expense of the
Company or such Domestic Restricted Subsidiary, execute and deliver to the
Company or such Domestic Restricted Subsidiary such documents, without any
representation, warranty or recourse of any kind whatsoever, as the Company or
such Domestic Restricted Subsidiary shall reasonably request to effect or
evidence such termination.

                  SECTION 12.06. Release upon Satisfaction or Defeasance of all
Outstanding Obligations.

                  The Liens on, and pledges of, all Collateral will also be
terminated and released upon (i) payment in full of the principal of, premium,
if any, on, accrued and unpaid interest and Additional Interest, if any, on the
Notes and all other Obligations hereunder, the Guarantees and the Collateral
Agreements that are due and payable at or prior to the time such principal,
premium, if any, accrued and unpaid interest and Additional Interest, if any,
are paid, (ii) a satisfaction and discharge of this Indenture as described above
under Section 8.02 and (iii) the later to occur of (A) a Legal Defeasance or
Covenant Defeasance as described above under Section 8.01 and (B) the 91st day
occurring subsequent to the making of a deposit under Section 8.01(d)(i). Upon
(1) the occurrence of any event described in clause (i) through (iii) above and
(2) the request of the Company or any Guarantor, the Collateral Agent upon the
direction of the Trustee (or the Trustee if acting as Collateral Agent) shall
forthwith take such action (at the request of and the expense of the Company or
such Guarantor, without recourse or warranty and without any representation of
any kind), including the execution or delivery to the Company of appropriate
UCC-3 termination statements prepared and delivered to the Collateral Agent at
the expense of the Company, to release and reconvey to the Company or such
Guarantor all of the Collateral, and shall deliver at the expense of the Company
all Collateral in its possession to the Company or such Guarantor.

                  SECTION 12.07. Form and Sufficiency of Release.

                  In the event that the Company or any Guarantor has sold,
exchanged, or otherwise disposed of or proposes to sell, exchange or otherwise
dispose of any portion of the Collateral that may be sold, exchanged or
otherwise disposed of by the Company or such Guarantor, and the Company or such
Guarantor requests the Trustee or the Collateral Agent to furnish a written
disclaimer, release or quit-claim of any interest in such property under this
Indenture and the Collateral Agreements, the Collateral Agent and the Trustee,
as applicable, shall execute, acknowledge and deliver to the Company or such
Guarantor (in proper form) such an instrument promptly after satisfaction of the
conditions set forth herein for delivery of any such release. Notwithstanding
the preceding sentence, all purchasers and grantees of any property or rights
purporting to be released herefrom shall be entitled to rely upon any release
executed by the Collateral Agent hereunder as sufficient for the purpose of this
Indenture and as constituting a good and valid release of the property therein
described from the Lien of this Indenture or of the Collateral Agreements.

                                     - 81 -
<PAGE>

                  SECTION 12.08. Purchaser Protected.

                  No purchaser or grantee of any property or rights purporting
to be released herefrom shall be bound to ascertain the authority of the Trustee
or the Collateral Agent to execute the release or to inquire as to the existence
of any conditions herein prescribed for the exercise of such authority; nor
shall any purchaser or grantee of any property or rights permitted by this
Indenture to be sold or otherwise disposed of by the Company be under any
obligation to ascertain or inquire into the authority of the Company to make
such sale or other disposition.

                  SECTION 12.09. Authorization of Actions to Be Taken by the
Collateral Agent Under the Collateral Agreements.

                  Subject to the provisions of the applicable Collateral
Agreements and the Intercreditor Agreement, (a) the Collateral Agent shall
execute and deliver the Collateral Agreements and the Intercreditor Agreement
and act in accordance with the terms thereof, (b) the Collateral Agent may, in
its sole discretion and without the consent of the Trustee or the Holders, take
all actions it deems necessary or appropriate in order to (i) enforce any of the
terms of the Collateral Agreements and (ii) collect and receive any and all
amounts payable in respect of the Obligations of the Company and the Guarantors
hereunder and under the Notes, the Guarantees, the Collateral Agreements and the
Intercreditor Agreement and (c) the Collateral Agent shall have power to
institute and to maintain such suits and proceedings as it may deem expedient to
prevent any impairment of the Collateral by any act that may be unlawful or in
violation of the Collateral Agreements or this Indenture, and suits and
proceedings as the Collateral Agent may deem expedient to preserve or protect
its interests and the interests of the Trustee and the Holders in the Collateral
(including the power to institute and maintain suits or proceedings to restrain
the enforcement of or compliance with any legislative or other governmental
enactment, rule or order that may be unconstitutional or otherwise invalid if
the enforcement of, or compliance with, such enactment, rule or order would
impair the security interest thereunder or be prejudicial to the interests of
the Holders, the Trustee or the Collateral Agent). Notwithstanding the
foregoing, the Collateral Agent may, at the expense of the Company, request the
direction of the Holders with respect to any such actions and upon receipt of
the written consent of the Holders of at least a majority in aggregate principal
amount of the outstanding Notes, shall take such actions; provided that all
actions so taken shall, at all times, be in conformity with the requirements of
the Intercreditor Agreement.

                  SECTION 12.10. Authorization of Receipt of Funds by the
Collateral Agent Under the Collateral Agreements.

                  The Collateral Agent is authorized to receive any funds for
the benefit of itself, the Trustee and the Holders distributed under the
Collateral Agreements and the Intercreditor Agreement to the extent permitted
under the Intercreditor Agreement, for turnover to the Trustee to make further
distributions of such funds to itself, the Collateral Agent and the Holders in
accordance with the provisions of Section 6.11 and the other provisions of this
Indenture.

                                     - 82 -
<PAGE>

                                   SIGNATURES

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

                                 TELEX COMMUNICATIONS, INC.

                                 By: _______________________________
                                     Name:
                                     Title:

                                 BNY MIDWEST TRUST COMPANY, as Trustee

                                 By: _______________________________
                                     Name:
                                     Title:

                                 BNY MIDWEST TRUST COMPANY, as Collateral Agent

                                 By: _______________________________
                                     Name:
                                     Title:

                                 TELEX COMMUNICATIONS INTERNATIONAL, LTD.

                                 By: _______________________________
                                     Name:
                                     Title:

                                                                       INDENTURE
<PAGE>

                                                                       EXHIBIT A

                                 [FORM OF NOTE]

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS
SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, SUCH REGISTRATION.

THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, (1) REPRESENTS THAT (A)
IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT), (B) IT IS A NON-U.S. PURCHASER AND IS ACQUIRING THIS SECURITY
IN AN OFFSHORE TRANSACTION WITHIN THE MEANING OF REGULATION S UNDER THE
SECURITIES ACT, OR (C) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE
MEANING OF SUBPARAGRAPH (a)(1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES
ACT, AND (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY OR ANY
INTEREST OR PARTICIPATION HEREIN, PRIOR TO THE DATE (THE "RESALE RESTRICTION
TERMINATION DATE") WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE
HEREOF AND THE LAST DATE ON WHICH TELEX COMMUNICATIONS, INC. OR ANY AFFILIATE OF
TELEX COMMUNICATIONS, INC. WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF
SUCH SECURITY), ONLY (A) TO TELEX COMMUNICATIONS, INC. OR ANY SUBSIDIARY
THEREOF, (B) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO
RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A
"QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT
THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (C) PURSUANT TO OFFERS AND SALES TO NON-U.S. PURCHASERS
THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER
THE SECURITIES ACT, (D) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE
MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES
ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF
SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH
A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN
VIOLATION OF THE SECURITIES ACT, (E) PURSUANT TO A REGISTRATION STATEMENT WHICH
HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT OR (F) PURSUANT TO ANOTHER
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT,
SUBJECT TO TELEX COMMUNICATIONS, INC.'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY
SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C), (D) OR (F) TO REQUIRE THE
DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR

                                       A-1
<PAGE>

OTHER INFORMATION SATISFACTORY TO EACH OF THEM. IN EACH OF THE FOREGOING CASES,
A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS
SECURITY SHALL BE COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS
LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE
RESTRICTION TERMINATION DATE.

                                      A-2
<PAGE>

                           TELEX COMMUNICATIONS, INC.

                     11 1/2 % SENIOR SECURED NOTES DUE 2008

CUSIP No.[    ]
No. [ ]                                                                 $[     ]

         Telex Communications, Inc., a Delaware corporation (the "Company,"
which term includes any successor entity), for value received promises to pay to
___________________ or registered assigns the principal sum of _______________
Dollars (or such principal amount as may be set forth in the records of the
Trustee hereinafter referred to in accordance with the Indenture) on October 15,
2008, and to pay interest thereon as hereinafter set forth.

                  Interest Rate:  11 1/2%

                  Interest Payment Dates: Interest will be payable semi-annually
in cash in arrears on April 15 and October 15 of each year, beginning on April
15, 2004.

                  Record Dates:  April 1 and October 1.

                  Reference is made to the further provisions of this Note
contained on the reverse side of this Note, which will for all purposes have the
same effect as if set forth at this place.

                  IN WITNESS WHEREOF, the Company has caused this Note to be
signed manually or by facsimile by its duly authorized officer.

                                          TELEX COMMUNICATIONS, INC.

                                          By: __________________________________
                                              Name:
                                              Title:

Dated: November 19, 2003

                                      A-3
<PAGE>

                      TRUSTEE CERTIFICATE OF AUTHENTICATION

                  This is one of the 11 1/2% Senior Secured Notes due 2008
referred to in the within-mentioned Indenture.

                                           BNY MIDWEST TRUST COMPANY, as Trustee

Dated: November 19, 2003                   By: _________________________________
                                               Authorized Signatory

                                       A-4
<PAGE>

                              (REVERSE OF SECURITY)

                      11 1/2% SENIOR SECURED NOTE DUE 2008

                  1.       Interest. Telex Communications, Inc., a Delaware
corporation (the "Company"), promises to pay interest on the principal amount of
this Note at the rate per annum shown above. Interest on the Note will accrue
from the most recent date on which interest has been paid or, if no interest has
been paid, from and including the date of issuance. The Company will pay
interest semi-annually in arrears on each Interest Payment Date, commencing
April 15, 2004. Interest will be computed on the basis of a 360-day year
comprised of twelve 30-day months.

                  2.       Method of Payment. The Company shall pay interest on
the Notes (except defaulted interest) to the Persons who are the registered
Holders at the close of business on the Record Date immediately preceding the
Interest Payment Date even if the Notes are cancelled on registration of
transfer or registration of exchange after such Record Date, and on or before
such Interest Payment Date. Holders must surrender Notes to a Paying Agent to
collect principal payments. The Company shall pay principal and interest in
money of the United States that at the time of payment is legal tender for
payment of public and private debts ("U.S. Legal Tender"). However, the Company
may pay principal and interest by check payable in such U.S. Legal Tender. The
Company may deliver any such interest payment to the Paying Agent or to a Holder
at the Holder's registered address.

                  3.       Paying Agent and Registrar. Initially, BNY Midwest
Trust Company (the "Trustee") will act as Paying Agent and Registrar. The
Company may change any Paying Agent, Registrar or co-Registrar without notice to
the Holders.

                  4.       Indenture. The Notes and the Guarantees were issued
under an Indenture, dated as of November 19, 2003 (the "Indenture"), among the
Company, the Guarantors named therein and the Trustee. Capitalized terms herein
are used as defined in the Indenture unless otherwise defined herein. 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 (15 U.S. Code Sections
77aaa-77bbbb) (the "TIA"), as in effect on the date of the Indenture until such
time as the Indenture is qualified under the TIA, and thereafter as in effect on
the date on which the Indenture is qualified under the TIA. Notwithstanding
anything to the contrary herein, the Notes are subject to all such terms, and
Holders of Notes are referred to the Indenture and the TIA for a statement of
such terms. The Notes are senior secured obligations of the Company. Each
Holder, by accepting a Note, agrees to be bound by all of the terms and
provisions of the Indenture, as the same may be amended from time to time.

                  5.       Redemption.

                  (a)      Optional Redemption on or After October 15, 2006. The
Notes will be redeemable at the option of the Company, in whole or in part, on
or after October 15, 2006, at the following Redemption Prices (expressed as
percentages of the principal amount thereof) if

                                      A-5
<PAGE>

redeemed during the period commencing on the date set forth below, plus, in each
case, accrued and unpaid interest and Additional Interest, if any, thereon to
the Redemption Date:

<TABLE>
<CAPTION>
                        Year                           Percentage
                        ----                           ----------
<S>                                                    <C>
On or after October 15, 2006.......................     105.750%
October 15, 2007 and thereafter....................     100.000%
</TABLE>

                  (b)      Optional Redemption upon Equity Offerings. At any
time, or from time to time, prior to October 15, 2005, the Company may, at its
option, use an amount not to exceed the net cash proceeds of one or more Equity
Offerings to redeem up to 35% of the aggregate principal amount of the Notes
originally issued under the Indenture at a Redemption Price equal to 111.50% of
the aggregate principal amount thereof, plus accrued and unpaid interest and
Additional Interest thereon, if any, to the Redemption Date. In order to effect
the foregoing redemption with the proceeds of any Equity Offering, at least 65%
of the original principal amount of the Notes issued under the Indenture shall
remain outstanding immediately after such redemption and the Company shall
effect such redemption not more than 120 days after the consummation of any such
Equity Offering.

                  6.       Notice of Redemption. Notice of redemption will be
mailed by first-class mail at least 30 days but not more than 60 days before the
Redemption Date to each Holder of Notes to be redeemed at such Holder's
registered address. If fewer than all of the Notes are to be redeemed, at any
time, selection of Notes for redemption will be made by the Trustee in
compliance with the requirements of the principal national securities exchange,
if any, on which the Notes are listed, or, if the Notes are not so listed, on a
pro rata basis, by lot or by such method as the Trustee deems to be fair and
appropriate; provided that no partial redemption will reduce the principal
amount of a Note not redeemed to a denomination of less than $1,000; and
provided, further, that any such partial redemption made with the proceeds of an
Equity Offering will be made only on a pro rata basis or on as nearly a pro rata
basis as practicable (subject to the procedures of the DTC or any other
depository) unless such method is otherwise prohibited. Notes in denominations
of $1,000 or more may be redeemed in part.

                  Except as set forth in the Indenture, 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 sufficient to pay such
redemption price plus accrued and unpaid interest and Additional Interest, if
any, the Notes called for redemption will cease to bear interest from and after
such redemption date, and the only remaining right of the Holders of such Notes
will be to receive payment of the redemption price plus accrued and unpaid
interest and Additional Interest, if any, as of the redemption date upon
surrender to the Paying Agent of the Notes redeemed.

                  7.       Offers to Purchase. Sections 4.15 and 4.16 of the
Indenture provide that upon the occurrence of a Change of Control and after
certain Asset Sales and subject to further limitations contained therein, the
Company will make an offer to purchase certain amounts of the Notes in
accordance with the procedures set forth in the Indenture.

                  8.       Registration Rights. Pursuant to the Registration
Rights Agreement among the Company, the Guarantors and the Holders of the
Initial Notes, the Company will be

                                      A-6
<PAGE>

obligated to consummate an exchange offer. Upon such exchange offering, the
Holders of Notes shall have the right, subject to compliance with securities
laws, to exchange such Notes for 11 1/2% Senior Secured Notes due 2008, which
have been registered under the Securities Act (the "Exchange Notes"), in like
principal amount and having terms identical in all material respects to the
Initial Notes. The Holders of the Initial Notes shall be entitled to receive
certain additional interest payments in the event such exchange offer is not
consummated and upon certain other conditions, all pursuant to and in accordance
with the terms of the Registration Rights Agreement.

                  9.       Denominations; Transfer; Exchange. The Notes are in
registered form, without coupons, in denominations of $1,000 and integral
multiples thereof. A Holder shall register the transfer of or exchange of Notes
in accordance with the Indenture. The Registrar may require a Holder, among
other things, to furnish appropriate endorsements and transfer documents and to
pay any taxes, fees or similar governmental charges payable in connection
therewith as permitted by the Indenture. The Registrar need not register the
transfer of or exchange of any Notes or portions thereof selected for
redemption.

                  10.      Persons Deemed Owners. The registered Holder of a
Note shall be treated as the owner of it for all purposes.

                  11.      Unclaimed Money. If money for the payment of
principal or interest remains unclaimed for two years, the Trustee and the
Paying Agent may pay the money without interest thereon back to the Company.
After that, all liability of the Trustee and such Paying Agent with respect to
such money shall cease.

                  12.      Discharge Prior to Redemption or Maturity. If the
Company at any time deposits with the Trustee U.S. Legal Tender or U.S.
Government Obligations sufficient to pay the principal of and interest on the
Notes to redemption or stated maturity and complies with the other provisions of
the Indenture relating thereto, the Company will be discharged from certain
provisions of the Indenture and the Notes (including certain covenants, but
excluding its obligation to pay the principal of and interest and Additional
Interest, if any, on the Notes.

                  13.      Amendment; Supplement; Waiver. Subject to certain
exceptions, the Indenture, the Notes or the Guarantees may be amended or
supplemented with the written consent of the Holders of at least a majority in
aggregate principal amount at maturity of the Notes then outstanding, 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 at maturity of the Notes then outstanding. Without consent of
any Holder, the parties thereto may amend or supplement the Indenture, the Notes
or the Guarantees to, among other things, cure any ambiguity, defect or
inconsistency, provide for uncertificated Notes or Guarantees in addition to or
in place of certificated Notes or Guarantees, comply with the TIA, or 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.

                  14.      Restrictive Covenants. The Indenture imposes certain
limitations on the ability of the Company and its Restricted Subsidiaries to,
among other things, incur additional Indebtedness or Liens, make payments in
respect of their Capital Stock or certain Indebtedness,

                                      A-7
<PAGE>

enter into transactions with Affiliates, create dividend or other payment
restrictions affecting Subsidiaries, merge or consolidate with any other Person,
sell, assign, transfer, lease, convey or otherwise dispose of all or
substantially all of its assets or adopt a plan of liquidation. Such limitations
are subject to a number of important qualifications and exceptions. The Company
must annually report to the Trustee on compliance with such limitations.

                  15.      Successors. When a successor assumes, in accordance
with the Indenture, all the obligations of its predecessor under the Notes, the
Guarantees and the Indenture, the predecessor will be released from those
obligations.

                  16.      Defaults and Remedies. If an Event of Default occurs
and is continuing, the Trustee or the Holders of at least 25% in aggregate
principal amount at maturity of Notes then outstanding may declare all the Notes
to be due and payable in the manner, at the time and with the effect provided in
the Indenture. Holders of Notes may not enforce the Indenture except as provided
in the Indenture. The Trustee is not obligated to enforce the Indenture or the
Notes unless it has received indemnity satisfactory to it. The Indenture
permits, subject to certain limitations therein provided, Holders of a majority
in aggregate principal amount at maturity of the Notes then outstanding to
direct the Trustee in its exercise of any trust or power. The Trustee may
withhold from Holders of Notes notice of any continuing Default or Event of
Default (except a Default in payment of principal or interest) if it determines
that withholding notice is in their interest.

                  17.      Trustee Dealings with Company. Subject to the terms
of the TIA and the Indenture, the Trustee under the Indenture, in its individual
or any other capacity, may become the owner or pledgee of Notes and may
otherwise deal with the Company, its Subsidiaries or their respective Affiliates
as if it were not the Trustee.

                  18.      No Recourse Against Others. No past, present or
future stockholder, director, officer, employee or incorporator, as such, of the
Company or the Guarantors shall have any liability for any obligation of the
Company under the Notes, the Guarantees, the Collateral Agreements or the
Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation. Each Holder of a Note 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.

                  19.      Guarantees. Payment of principal and interest and
Additional Interest, if any (including interest on overdue principal and overdue
interest, if lawful), is unconditionally guaranteed, jointly and severally, by
each of the Guarantors.

                  20.      Intercreditor Agreement. Each Holder, by its
acceptance of its Note, agrees to be bound by the terms of the Intercreditor
Agreement and all such replacement Intercreditor Agreements and each of the
Guarantors and the Holders hereby authorize the Trustee and the Collateral Agent
to bind the Holders to the extent provided in the Intercreditor Agreement.

                  21.      Authentication. This Note shall not be valid until
the Trustee or Authenticating Agent manually signs the certificate of
authentication on this Note.

                                      A-8
<PAGE>

                  22.      Governing Law. The laws of the State of New York
shall govern this Note, the Guarantees, the Collateral Agreements and the
Indenture, without regard to principles of conflict of laws.

                  23.      Abbreviations and Defined Terms. Customary
abbreviations may be used in the name of a Holder of a Note or an assignee, such
as: TEN COM (= tenants in common), TEN ENT (= 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).

                  24.      Security. The Company's and Guarantors' obligations
under the Notes are secured by liens on the Collateral pursuant to the terms of
the Collateral Agreements. The actions of the Trustee and the Holders of the
Notes secured by such liens and the application of proceeds from the enforcement
of any remedies with respect to such Collateral are limited pursuant to the
terms of the Collateral Agreements.

                  25.      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 as a convenience to
the Holders of the Notes. No representation is made as to the accuracy of such
numbers as printed on the Notes and reliance may be placed only on the other
identification numbers printed thereon.

                  The Company will furnish to any Holder of a Note upon written
request and without charge a copy of the Indenture. Requests may be made to:
Telex Communications, Inc., 12000 Portland Avenue South, Burnsville, Minnesota
55337.

                                      A-9
<PAGE>

                                 ASSIGNMENT FORM

                  If you the Holder want to assign this Note, fill in the form
below and have your signature guaranteed:

I or we assign and transfer this Note to:

________________________________________________________________________________

________________________________________________________________________________
                  (Print or type name, address and zip code and
                  social security or tax ID number of assignee)

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

Dated: _____________________       Signed: _____________________________________
                                           (Sign exactly as your name appears on
                                           the other side of this Note)

Signature Guarantee: ________________________

                  In connection with any transfer of this Note occurring prior
to the date which is the earlier of (i) the date of the declaration by the SEC
of the effectiveness of a registration statement under the Securities Act of
1933, as amended (the "Securities Act"), covering resales of this Note (which
effectiveness shall not have been suspended or terminated at the date of the
transfer) and (ii) November 19, 2005, the undersigned confirms that it has not
utilized any general solicitation or general advertising in connection with the
transfer and that this Note is being transferred:

                                   [Check One]

(1) ______        to the Company or a subsidiary thereof; or

(2) ______        pursuant to and in compliance with Rule 144A under the
                  Securities Act; or

(3) ______        to an institutional "accredited investor" (as defined in Rule
                  501(a)(1), (2), (3) or (7) under the Securities Act) that has
                  furnished to the Trustee a signed letter containing certain
                  representations and agreements (the form of which letter can
                  be obtained from the Trustee); or

(4) ______        outside the United States to a person other than a "U.S.
                  person" in compliance with Rule 904 of Regulation S under the
                  Securities Act; or

(5) ______        pursuant to the exemption from registration provided by
                  Rule 144 under the Securities Act; or

                                      A-10
<PAGE>

(6) ______        pursuant to an effective registration statement under the
                  Securities Act.

Unless one of the boxes is checked, the Trustee will refuse to register any of
the Notes evidenced by this certificate in the name of any person other than the
registered Holder thereof; provided that if box (3), (4) or (5) is checked, the
Company or the Trustee may require, prior to registering any such transfer of
the Notes, in its sole discretion, such legal opinions, certifications
(including an investment letter in the case of box (3) or (4)) and other
information as the Trustee or the Company has reasonably requested to confirm
that such transfer is being made pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act.

                  If none of the foregoing boxes is checked, the Trustee or
Registrar shall not be obligated to register this Note in the name of any person
other than the Holder hereof unless and until the conditions to any such
transfer of registration set forth herein and in Section 2.15 of the Indenture
shall have been satisfied.

Dated: ________________________      Signed: ___________________________________
                                             (Sign exactly as your name appears
                                             on the other side of this Note)

Signature Guarantee: ________________________________

              TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED

                  The undersigned represents and warrants that it is purchasing
this Note for its own account or an account with respect to which it exercises
sole investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act
and is aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the Company as the
undersigned has requested pursuant to Rule 144A or has determined not to request
such information and that it is aware that the transferor is relying upon the
undersigned's foregoing representations in order to claim the exemption from
registration provided by Rule 144A.

Dated: _____________________     _______________________________________________
                                 NOTICE: To be executed by an executive officer

                                      A-11
<PAGE>

                      [OPTION OF HOLDER TO ELECT PURCHASE]

                  If you want to elect to have this Note purchased by the
Company pursuant to Section 4.15 or Section 4.16 of the Indenture, check the
appropriate box:

                           Section 4.15 [      ]

                           Section 4.16 [      ]

                  If you want to elect to have only part of this Note purchased
by the Company pursuant to Section 4.15 or Section 4.16 of the Indenture, state
the amount you elect to have purchased:

$_____________________________

Dated: __________________          _____________________________________________
                                   NOTICE: The signature on this assignment must
                                           correspond with the name as it
                                           appears upon the face of the within
                                           Note in every particular without
                                           alteration or enlargement or any
                                           change whatsoever and be guaranteed
                                           by the endorser's bank or broker.

                                     Signature Guarantee: ______________________

                                      A-12
<PAGE>

                                                                       EXHIBIT B

                             [FORM OF EXCHANGE NOTE]

                           TELEX COMMUNICATIONS, INC.

                      11 1/2% SENIOR SECURED NOTES DUE 2008

CUSIP No.
No.                                                                         $

                  Telex Communications, Inc., a Delaware corporation (the
"Company," which term includes any successor entity), for value received
promises to pay to ___________________ or registered assigns the principal sum
of _______________ Dollars (or such principal amount as may be set forth in the
records of the Trustee hereinafter referred to in accordance with the Indenture)
on October 15, 2008, and to pay interest thereon as hereinafter set forth.

                  Interest Rate: 11 1/2%

                  Interest Payment Dates: Interest will be payable semi-annually
in cash in arrears on April 15 and October 15 of each year, beginning on April
15, 2004.

                  Record Dates: April 1 and October 1.

                  Reference is made to the further provisions of this Note
contained on the reverse side of this Note, which will for all purposes have the
same effect as if set forth at this place.

                  IN WITNESS WHEREOF, the Company has caused this Note to be
signed manually or by facsimile by its duly authorized officer.

                                        TELEX COMMUNICATIONS, INC.

                                        By: ____________________________________
                                            Name:
                                            Title:

Dated:

                                       B-1
<PAGE>

                      TRUSTEE CERTIFICATE OF AUTHENTICATION

                  This is one of the 11 1/2% Senior Secured Notes due 2008
referred to in the within-mentioned Indenture.

                                    BNY MIDWEST TRUST COMPANY, as Trustee

Dated:                              By: _________________________________
                                        Authorized Signatory

                                      B-2
<PAGE>

                              (REVERSE OF SECURITY)

                      11 1/2% SENIOR SECURED NOTE DUE 2008

                  1.       Interest. Telex Communications, Inc., a Delaware
corporation (the "Company"), promises to pay interest on the principal amount of
this Note at the rate per annum shown above. Interest on the Note will accrue
from the most recent date on which interest has been paid or, if no interest has
been paid, from and including the date of issuance. The Company will pay
interest semi-annually in arrears on each Interest Payment Date, commencing
April 15, 2004. Interest will be computed on the basis of a 360-day year
comprised of twelve 30-day months.

                  2.       Method of Payment. The Company shall pay interest on
the Notes (except defaulted interest) to the Persons who are the registered
Holders at the close of business on the Record Date immediately preceding the
Interest Payment Date even if the Notes are cancelled on registration of
transfer or registration of exchange after such Record Date, and on or before
such Interest Payment Date. Holders must surrender Notes to a Paying Agent to
collect principal payments. The Company shall pay principal and interest in
money of the United States that at the time of payment is legal tender for
payment of public and private debts ("U.S. Legal Tender"). However, the Company
may pay principal and interest by check payable in such U.S. Legal Tender. The
Company may deliver any such interest payment to the Paying Agent or to a Holder
at the Holder's registered address.

                  3.       Paying Agent and Registrar. Initially, BNY Midwest
Trust Company (the "Trustee") will act as Paying Agent and Registrar. The
Company may change any Paying Agent, Registrar or co-Registrar without notice to
the Holders.

                  4.       Indenture. The Notes and the Guarantees were issued
under an Indenture, dated as of November 19, 2003 (the "Indenture"), among the
Company, the Guarantors named therein and the Trustee. Capitalized terms herein
are used as defined in the Indenture unless otherwise defined herein. 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 (15 U.S. Code Sections
77aaa-77bbbb) (the "TIA"), as in effect on the date of the Indenture until such
time as the Indenture is qualified under the TIA, and thereafter as in effect on
the date on which the Indenture is qualified under the TIA. Notwithstanding
anything to the contrary herein, the Notes are subject to all such terms, and
Holders of Notes are referred to the Indenture and the TIA for a statement of
such terms. The Notes are senior secured obligations of the Company. Each
Holder, by accepting a Note, agrees to be bound by all of the terms and
provisions of the Indenture, as the same may be amended from time to time.

                  5.       Redemption.

                  (a)      Optional Redemption on or After October 15, 2006. The
Notes will be redeemable at the option of the Company, in whole or in part, on
or after October 15, 2006, at the following Redemption Prices (expressed as
percentages of the principal amount thereof) if

                                      B-3
<PAGE>

redeemed during the period commencing on the date set forth below, plus, in each
case, accrued and unpaid interest and Additional Interest, if any, thereon to
the Redemption Date:

<TABLE>
<CAPTION>
                        Year                           Percentage
                        ----                           ----------
<S>                                                    <C>
On or after October 15, 2006.......................     105.750%
October 15, 2007 and thereafter....................     100.000%
</TABLE>

         (b)      Optional Redemption upon Equity Offerings. At any time, or
from time to time, prior to October 15, 2005, the Company may, at its option,
use an amount not to exceed the net cash proceeds of one or more Equity
Offerings to redeem up to 35% of the aggregate principal amount of the Notes
originally issued under the Indenture at a Redemption Price equal to 111.50% of
the aggregate principal amount thereof, plus accrued and unpaid interest and
Additional Interest thereon, if any, to the Redemption Date. In order to effect
the foregoing redemption with the proceeds of any Equity Offering, at least 65%
of the original principal amount of the Notes issued under the Indenture shall
remain outstanding immediately after such redemption and the Company shall
effect such redemption not more than 120 days after the consummation of any such
Equity Offering.

                  6.       Notice of Redemption. Notice of redemption will be
mailed by first-class mail at least 30 days but not more than 60 days before the
Redemption Date to each Holder of Notes to be redeemed at such Holder's
registered address. If fewer than all of the Notes are to be redeemed, at any
time, selection of Notes for redemption will be made by the Trustee in
compliance with the requirements of the principal national securities exchange,
if any, on which the Notes are listed, or, if the Notes are not so listed, on a
pro rata basis, by lot or by such method as the Trustee deems to be fair and
appropriate; provided that no partial redemption will reduce the principal
amount of a Note not redeemed to a denomination of less than $1,000; and
provided, further, that any such partial redemption made with the proceeds of an
Equity Offering will be made only on a pro rata basis or on as nearly a pro rata
basis as practicable (subject to the procedures of the DTC or any other
depository) unless such method is otherwise prohibited. Notes in denominations
of $1,000 or more may be redeemed in part.

                  Except as set forth in the Indenture, 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 sufficient to pay such
redemption price plus accrued and unpaid interest, if any, the Notes called for
redemption will cease to bear interest from and after such redemption date, and
the only remaining right of the Holders of such Notes will be to receive payment
of the redemption price plus accrued and unpaid interest, if any, as of the
redemption date upon surrender to the Paying Agent of the Notes redeemed.

                  7.       Offers to Purchase. Sections 4.15 and 4.16 of the
Indenture provide that upon the occurrence of a Change of Control, after certain
Asset Sales and in connection with an Excess Cash Flow Offer and subject to
further limitations contained therein, the Company will make an offer to
purchase certain amounts of the Notes in accordance with the procedures set
forth in the Indenture.

                  8.       Denominations; Transfer; Exchange. The Notes are in
registered form, without coupons, in denominations of $1,000 and integral
multiples thereof. A Holder shall

                                      B-4
<PAGE>

register the transfer of or exchange of Notes in accordance with the Indenture.
The Registrar may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and to pay any taxes, fees or similar
governmental charges payable in connection therewith as permitted by the
Indenture. The Registrar need not register the transfer of or exchange of any
Notes or portions thereof selected for redemption.

                  9.       Persons Deemed Owners. The registered Holder of a
Note shall be treated as the owner of it for all purposes.

                  10.      Unclaimed Money. If money for the payment of
principal or interest remains unclaimed for two years, the Trustee and the
Paying Agent may pay the money without interest thereon back to the Company.
After that, all liability of the Trustee and such Paying Agent with respect to
such money shall cease.

                  11.      Discharge Prior to Redemption or Maturity. If the
Company at any time deposits with the Trustee U.S. Legal Tender or U.S.
Government Obligations sufficient to pay the principal of and interest on the
Notes to redemption or stated maturity and complies with the other provisions of
the Indenture relating thereto, the Company will be discharged from certain
provisions of the Indenture and the Notes (including certain covenants, but
excluding its obligation to pay the principal of and interest and Additional
Interest, if any, on the Notes.

                  12.      Amendment; Supplement; Waiver. Subject to certain
exceptions, the Indenture, the Notes or the Guarantees may be amended or
supplemented with the written consent of the Holders of at least a majority in
aggregate principal amount at maturity of the Notes then outstanding, 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 at maturity of the Notes then outstanding. Without consent of
any Holder, the parties thereto may amend or supplement the Indenture, the Notes
or the Guarantees to, among other things, cure any ambiguity, defect or
inconsistency, provide for uncertificated Notes or Guarantees in addition to or
in place of certificated Notes or Guarantees, comply with the TIA, or 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.

                  13.      Restrictive Covenants. The Indenture imposes certain
limitations on the ability of the Company and its Restricted Subsidiaries to,
among other things, incur additional Indebtedness or Liens, make payments in
respect of their Capital Stock or certain Indebtedness, enter into transactions
with Affiliates, create dividend or other payment restrictions affecting
Subsidiaries, merge or consolidate with any other Person, sell, assign,
transfer, lease, convey or otherwise dispose of all or substantially all of its
assets or adopt a plan of liquidation. Such limitations are subject to a number
of important qualifications and exceptions. The Company must annually report to
the Trustee on compliance with such limitations.

                  14.      Successors. When a successor assumes, in accordance
with the Indenture, all the obligations of its predecessor under the Notes, the
Guarantees and the Indenture, the predecessor will be released from those
obligations.

                                      B-5
<PAGE>

                  15.      Defaults and Remedies. If an Event of Default occurs
and is continuing, the Trustee or the Holders of at least 25% in aggregate
principal amount at maturity of Notes then outstanding may declare all the Notes
to be due and payable in the manner, at the time and with the effect provided in
the Indenture. Holders of Notes may not enforce the Indenture except as provided
in the Indenture. The Trustee is not obligated to enforce the Indenture or the
Notes unless it has received indemnity satisfactory to it. The Indenture
permits, subject to certain limitations therein provided, Holders of a majority
in aggregate principal amount at maturity of the Notes then outstanding to
direct the Trustee in its exercise of any trust or power. The Trustee may
withhold from Holders of Notes notice of any continuing Default or Event of
Default (except a Default in payment of principal or interest) if it determines
that withholding notice is in their interest.

                  16.      Trustee Dealings with Company. Subject to the terms
of the TIA and the Indenture, the Trustee under the Indenture, in its individual
or any other capacity, may become the owner or pledgee of Notes and may
otherwise deal with the Company, its Subsidiaries or their respective Affiliates
as if it were not the Trustee.

                  17.      No Recourse Against Others. No past, present or
future stockholder, director, officer, employee or incorporator, as such, of the
Company or the Guarantors shall have any liability for any obligation of the
Company under the Notes, the Guarantees, the Collateral Agreements or the
Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation. Each Holder of a Note 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.

                  18.      Guarantees. Payment of principal and interest and
Additional Interest, if any (including interest on overdue principal and overdue
interest, if lawful), is unconditionally guaranteed, jointly and severally, by
each of the Guarantors.

                  19.      Intercreditor Agreement. Each Holder, by its
acceptance of its Note, agrees to be bound by the terms of the Intercreditor
Agreement and all such replacement Intercreditor Agreements and each of the
Guarantors and the Holders hereby authorize the Trustee and the Collateral Agent
to bind the Holders to the extent provided in the Intercreditor Agreement.

                  20.      Authentication. This Note shall not be valid until
the Trustee or Authenticating Agent manually signs the certificate of
authentication on this Note.

                  21.      Governing Law. The laws of the State of New York
shall govern this Note, the Guarantees, the Collateral Agreements and the
Indenture, without regard to principles of conflict of laws.

                  22.      Abbreviations and Defined Terms. Customary
abbreviations may be used in the name of a Holder of a Note or an assignee, such
as: TEN COM (= tenants in common), TEN ENT (= 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).

                                      B-6
<PAGE>

                  23.      Security. The Company's and Guarantors' obligations
under the Notes are secured by liens on the Collateral pursuant to the terms of
the Collateral Agreements. The actions of the Trustee and the Holders of the
Notes secured by such liens and the application of proceeds from the enforcement
of any remedies with respect to such Collateral are limited pursuant to the
terms of the Collateral Agreements.

                  24.      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 as a convenience to
the Holders of the Notes. No representation is made as to the accuracy of such
numbers as printed on the Notes and reliance may be placed only on the other
identification numbers printed thereon.

                  The Company will furnish to any Holder of a Note upon written
request and without charge a copy of the Indenture. Requests may be made to:
Telex Communications, Inc., 12000 Portland Avenue South, Burnsville, Minnesota
55337.

                                      B-7
<PAGE>

                                 ASSIGNMENT FORM

                  If you the Holder want to assign this Note, fill in the form
below and have your signature guaranteed:

I or we assign and transfer this Note to:

________________________________________________________________________________

________________________________________________________________________________
                  (Print or type name, address and zip code and
                  social security or tax ID number of assignee)

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

Dated: ___________________         Signed: _____________________________________
                                           (Sign exactly as your name appears on
                                           the other side of this Note)

Signature Guarantee: ________________________

                                      B-8
<PAGE>

                      [OPTION OF HOLDER TO ELECT PURCHASE]

                  If you want to elect to have this Note purchased by the
Company pursuant to Section 4.15 or Section 4.16 of the Indenture, check the
appropriate box:

                           Section 4.15 [     ]

                           Section 4.16 [     ]

                  If you want to elect to have only part of this Note purchased
by the Company pursuant to Section 4.15 or Section 4.16 of the Indenture, state
the amount you elect to have purchased:

$ ________________________________

Dated: __________________          _____________________________________________
                                   NOTICE: The signature on this assignment must
                                           correspond with the name as it
                                           appears upon the face of the within
                                           Note in every particular without
                                           alteration or enlargement or any
                                           change whatsoever and be guaranteed
                                           by the endorser's bank or broker.

                                     Signature Guarantee: ________________

                                      B-9
<PAGE>

                                                                       EXHIBIT C

                         FORM OF LEGEND FOR GLOBAL NOTES

                  Any Global Note authenticated and delivered hereunder shall
bear a legend (which would be in addition to any other legends required in the
case of a Restricted Security) in substantially the following form:

                  THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE
         HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY
         OR A NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY. THIS NOTE IS
         NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER
         THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES
         DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A
         TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE
         DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR
         ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE
         LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

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

                                      C-1
<PAGE>

                                                                       EXHIBIT D

                            Form of Certificate To Be
                          Delivered in Connection with
                    Transfers to Non-QIB Accredited Investors

                                                               ___________, ____

BNY Midwest Trust Company
[address]

                  Re:      11 1/2% Senior Secured Notes due 2008 (the "Notes")
                           of Telex Communications, Inc. (the "Company")

Ladies and Gentlemen:

                  In connection with our proposed purchase of $_____________
aggregate principal amount at maturity of the Notes, we confirm that:

                  1.       We have received a copy of the Offering Circular (the
"Offering Circular"), dated October 31, 2003, relating to the Notes and such
other information as we deem necessary in order to make our investment decision.
We acknowledge that we have read and agreed to the matters stated in the section
entitled "Notice to Investors" of the Offering Circular.

                  2.       We understand that any subsequent transfer of the
Notes is subject to certain restrictions and conditions set forth in the
Indenture dated as of November 19, 2003 relating to the Notes (the "Indenture")
and the undersigned agrees to be bound by, and not to resell, pledge or
otherwise transfer the Notes except in compliance with, such restrictions and
conditions and the Securities Act of 1933, as amended (the "Securities Act").

                  3.       We understand that the offer and sale of the Notes
have not been registered under the Securities Act, and that the Notes may not be
offered 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 or otherwise transfer any Notes prior to the date
which is within two years after the original issuance of the Notes or the last
date on which the Note is owned by the Company or any affiliate of the Company,
we will do so only (i) to the Company or any of its subsidiaries, (ii) inside
the United States in accordance with Rule 144A under the Securities Act to a
"qualified institutional buyer" (as defined in Rule 144A under the Securities
Act), (iii) inside the United States to an institutional "accredited investor"
(as defined below) provided that, prior to such transfer, the transferee
furnishes (or has furnished on its behalf by a U.S. broker-dealer) to you a
signed letter containing certain representations and agreements relating to the
restrictions on transfer of the Notes, substantially in the form of this letter,
(iv) outside the United States in accordance with Rule 904 of Regulation S under
the Securities Act, (v) pursuant to the exemption from registration provided by
Rule 144 under the Securities Act (if available) or (vi) pursuant to an
effective registration statement under the Securities Act, and we further agree
to provide to any person

                                      D-1
<PAGE>

purchasing any of the Notes from us a notice advising such purchaser that
resales of the Notes are restricted as stated herein.

                  4.       We are not acquiring the Notes for or on behalf of,
and will not transfer the Notes to, any pension or welfare plan (as defined in
Section 3 of the Employee Retirement Income Security Act of 1974), except as
permitted in the section entitled "Notice to Investors" of the Offering
Circular.

                  5.       We understand that, on any proposed resale of any
Notes, we will be required to furnish to you and the Company such certification,
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.

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

                  7.       We are acquiring the Notes 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.

                  8.       We are not acquiring Notes with a view to any
distribution thereof in a transaction that would violate the Securities Act or
the securities laws of any state of the United States or any other applicable
jurisdiction; provided that the disposition of our property and the property of
any accounts for which we are acting as fiduciary shall remain at all times
within our and their control.

                  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, and we agree to notify you promptly
if any of our representations or warranties herein cease to be accurate and
complete.

                  This letter shall be governed by, and construed in accordance
with, the laws of the State of New York without regard to principles of
conflicts of laws.

                                              Very truly yours,
                                              [Name of Transferee]

                                              By: ______________________________
                                                       Authorized Signature

                                      D-2
<PAGE>

                                                                       EXHIBIT E

                            Form of Certificate To Be
                          Delivered in Connection with
                       Transfers Pursuant to Regulation S

BNY Midwest Trust Company
[address]

                  Re:      11 1/2 Senior Secured Notes due 2008 (the "Notes") of
                           Telex Communications, Inc. (the "Company")

Ladies and Gentlemen:

                  In connection with our proposed sale of $________________
aggregate principal amount at maturity of the Notes, we confirm that such sale
has been effected pursuant to and in accordance with Regulation S under the U.S.
Securities Act of 1933, as amended (the "Securities Act"), and, accordingly, we
represent that:

                  1.       the offer of the Notes was not made to a person in
the United States;

                  2.       either (a) at the time the buy offer was originated,
the transferee was outside the United States or we and any person acting on our
behalf reasonably believed that the transferee was outside the United States, or
(b) the transaction was executed in, on or through the facilities of a
designated off-shore securities market and neither we nor any person acting on
our behalf knows that the transaction has been pre-arranged with a buyer in the
United States;

                  3.       no directed selling efforts have been made in the
United States in contravention of the requirements of Rule 903(b) or Rule 904(b)
of Regulation S, as applicable;

                  4.       the transaction is not part of a plan or scheme to
evade the registration requirements of the Securities Act; and

                  5.       we have advised the transferee of the transfer
restrictions applicable to the Notes.

                  You 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. Terms used in this certificate have
the meanings set forth in Regulation S.

                                           Very truly yours,
                                           [Name of Transferee]

                                           By: _________________________________
                                                     Authorized Signature

                                      E-1