<PAGE>


                                                                     Exhibit 4.4
                                                                     -----------

                                AMPEX CORPORATION

                                     Issuer

                            12% Senior Secured Notes

                                    Due 2008

                                   ----------

                                    INDENTURE

                          Dated as of February 28, 2002

                                   ----------

                       STATE STREET BANK AND TRUST COMPANY

                                     Trustee

<PAGE>

                                                                     Exhibit 4.4
                                                                     -----------

                              CROSS-REFERENCE TABLE

         TIA                                                 Indenture
       Section                                                Section
       -------                                                -------
      310(a)(1)         ..................................     8.10
        (a)(2)          ..................................     8.10
        (a)(3)          ..................................     N.A.
        (a)(4)          ..................................     N.A.
         (b)            ..................................     8.08; 8.10; 13.03
         (c)            ..................................     N.A.
        311(a)          ..................................     8.11
         (b)            ..................................     8.11
         (c)            ..................................     N.A.
        312(a)          ..................................     2.05
         (b)            ..................................     12.04
         (c)            ..................................     12.04
        313(a)          ..................................     8.06
        (b)(1)          ..................................     N.A.
        (b)(2)          ..................................     8.06
         (c)            ..................................     12.3
         (d)            ..................................     8.06
        314(a)          ..................................     5.02; 13.03
         (b)            ..................................     13.04
        (c)(1)          ..................................     13.05
        (c)(2)          ..................................     10.05
        (c)(3)          ..................................     N.A.
         (d)            ..................................     N.A.
         (e)            ..................................     13.06
         (f)            ..................................     5.06
        315(a)          ..................................     8.01
         (b)            ..................................     8.05; 13.03
         (c)            ..................................     8.01
         (d)            ..................................     8.01
         (e)            ..................................     7.11
316(a)(last sentence)   ..................................     13.07
      (a)(1)(A)         ..................................     7.05
      (a)(1)(B)         ..................................     7.04
        (a)(2)          ..................................     N.A.
         (b)            ..................................     7.07
      317(a)(1)         ..................................     7.08
        (a)(2)          ..................................     7.09
         (b)            ..................................     2.04
        318(a)          ..................................     13.01

                           N.A. means Not Applicable.

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

<PAGE>


                                                                     Exhibit 4.4
                                                                     -----------

          INDENTURE dated as of February 28, 2002, between AMPEX CORPORATION, a
Delaware corporation ("Corporation"), and STATE STREET BANK AND TRUST COMPANY, a
Massachusetts trust company, as trustee ("Trustee").

          Each party agrees as follows for the benefit of the other party and
for the equal and ratable benefit of the Holders of the Corporation's 12% Senior
Secured Notes Due 2008 (the "Securities"):

                                   ARTICLE 1

                   Definitions and Incorporation by Reference
                   ------------------------------------------

          SECTION 1.01 Definitions
                       -----------

          "ADSC" means Ampex Data Systems Corporation, a Delaware corporation.

          "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "control"
(including, with correlative meanings, the terms "controlling," "controlled by"
and "under common control with") of any Person means the possession, directly or
indirectly, of the power to direct or cause the direction of the management and
policies of such Person, whether through the ownership of voting securities, by
agreement or otherwise.

          "Asset Sale" means (i) any sale, lease, conveyance or other
disposition by the Corporation or any Restricted Subsidiary (other than to the
Corporation or a Restricted Subsidiary and other than directors' qualifying
shares) of any assets (including by way of a sale-and-leaseback) other than in
the ordinary course of business or (ii) the issuance or sale of Capital Stock
(other than Disqualified Stock) of any Restricted Subsidiary, in the case of
each of (i) and (ii), whether in a single transaction or a series of related
transactions, to any Person (other than to the Corporation or a Restricted
Subsidiary and other than directors' qualifying shares) for Net Proceeds in
excess of $1,000,000; provided, however, the following transactions shall not be
deemed Asset Sales:

               (i) the Corporation or any Restricted Subsidiary may sell
     accounts receivable (or participations therein) in connection with any
     accounts receivables financing;

               (ii) the Corporation or any Restricted Subsidiary may sell
     Capital Stock or Indebtedness or other securities of an Unrestricted
     Subsidiary;

               (iii) the Corporation and any Restricted Subsidiary may (x)
     convey, sell, lease, transfer, assign or otherwise dispose of assets
     pursuant to and in accordance with the provisions of Section 6.01 of this
     Indenture and (y) make Restricted Payments permitted by the provisions of
     Section 5.04 of this Indenture;

<PAGE>


               (iv) the Corporation and any Restricted Subsidiary may create or
     assume Liens (or permit any foreclosure thereon) securing Indebtedness to
     the extent that such Lien does not violate the provisions of Section 5.06
     of this Indenture; and

               (v) the Corporation and any Restricted Subsidiary may consummate
     any sale or series of related sales of assets or properties of the
     Corporation and any Restricted Subsidiary having an aggregate fair market
     value for all such sales of less than $1 million in any fiscal year.

          "Available Cash Flow" means, with respect to any relevant period, the
sum of (i) royalty payments and license fees received during such period in cash
under the Corporation's License Agreements (as defined in the Security
Agreement) on its patents currently or hereafter issued and in force, plus (ii)
Net Available Cash from an Asset Sale involving the assets or Capital Stock of
ADSC in such period, minus (iii) payments of principal or interest required to
be made by the Corporation on notes or guarantees issued to Hillside in
accordance with the Hillside Agreement, (iv) mandatory pension payments for
periods during which Hillside is not required to advance funds, (v) payments
required to be made under employee supplementary pension plans of the
Corporation or any Subsidiary created prior to 1992 and currently in effect,
(vi) withholding, income, property or other taxes, licenses or fees payable in
connection with the conduct of the business of the Corporation or to maintain
its existence, (vii) operating expenses payable by the Corporation, including,
but not limited to, expenditures incurred in developing, issuing, maintaining
and enforcing patents and collecting royalties, (viii) incentive payments to
employees engaged in collecting royalties not to exceed 3% of the net royalties
received in any applicable period, and (ix) payments of accrued liabilities of
the Corporation, including Existing Indebtedness, to the extent set forth in the
aggregate on the Corporation's financial statements as of December 31, 2001;
whenever a calculation of Available Cash Flow is required under this Indenture
in respect of any payment of the Securities such calculation shall be made by
the principal financial or accounting officers of the Corporation and a written
copy thereof shall be provided to the Trustee at least five days prior to the
relevant payment date accompanied by an Officers' Certificate, and the Trustee
shall conclusively rely upon such Officers' Certificate and calculation without
any investigation, recalculation or other action on its part.

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

          "Board of Directors" means the Board of Directors of the Corporation
or any duly authorized committee thereof.

          "Business Day" means each day which is not a Legal Holiday.

          "Capital Lease Obligation" means an obligation that is required to be
classified and accounted for as a capital lease for financial reporting purposes
in accordance with GAAP, and the amount of Indebtedness represented by such
obligation shall be the capitalized amount of

                                     2

<PAGE>

such obligation determined in accordance with GAAP; and the Stated Maturity
thereof shall be the date of the last payment of rent or any other amount due
under such lease prior to the first date upon which such lease may be terminated
by the lessee without payment of a penalty.

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

          "Cash Equivalents" means (i) 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,
(ii) 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 Rating Services or Moody's Investors
Service, Inc.; (iii) 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 Standard & Poor's Rating Services or at least P-1 from Moody's
Investors Service, Inc.; (iv) certificates of deposit or bankers' acceptances
(or, with respect to foreign banks, similar instruments) 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 member of the European Economic Community or any U.S. branch of
a foreign bank having at the date of acquisition thereof combined capital and
surplus of not less than $200 million; (v) repurchase obligations with a term of
not more than seven days for underlying securities of the types described in
clause (i) above entered into with any bank meeting the qualifications specified
in clause (iv) above; and (vi) investments in money market funds which invest
substantially all their assets in securities of the types described in clauses
(i) through (v) above.

          "Change of Control" means the occurrence of any of the following
events: (i) any "person" or "group" (as such terms are used in Sections 13(d)
and 14(d) of the Exchange Act), other than one or more Permitted Holders, is or
becomes the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the
Exchange Act except that for purposes of this clause (i) such person or group
shall be deemed to have "beneficial ownership" of all shares that any such
person or group has the right to acquire, whether such right is exercisable
immediately or only after the passage of time), directly or indirectly, of more
than 50% of the total voting power of the outstanding Voting Stock of the
Corporation; or (ii) the sale, lease or other transfer (in one transaction or a
series of related transactions) of all or substantially all of the assets of the
Corporation and its Restricted Subsidiaries to any person or group (as so
defined), excluding any such sale, lease or other transfer (x) to or among the
Corporation's Restricted Subsidiaries and (y) to any Person that is controlled
by the Permitted Holders.

          "Collateral" means all the Corporation's rights as licensor under the
License Agreements (as defined in the Security Agreement), including, without
limitation, rights to receive royalties and other fees thereunder, now in
existence or hereafter arising, subject to the rights of the holders of the
Senior Discount Notes, pursuant to the Senior Security Agreement.

                                     3

<PAGE>

          "Collateral  Agent"  means  State  Street  Bank and Trust  Company,  a
Massachusetts  trust company as collateral  agent under the Security  Agreement,
and its successors as collateral agents thereunder.

          "Congress Loan Agreement" means the Loan and Security Agreement, dated
as of May 5, 1994, between Ampex Finance Corporation, a Delaware corporation
("AFC") and Congress Financial (Western), as in effect on the date hereof or as
the same may be amended, supplemented or modified from time to time in
accordance with the terms thereof.

          "Consolidated Coverage Ratio" means, with respect to any Person for
any period, the ratio of EBITDA of such Person for such period to the
Consolidated Interest Expense of such Person for such period provided, however,
that (A) if the Corporation or any Restricted Subsidiary has incurred any
Indebtedness since the beginning of such period and through the date of
determination of the Consolidated Coverage Ratio that remains outstanding or if
the transaction giving rise to the need to calculate Consolidated Coverage Ratio
is an incurrence of Indebtedness or both, the EBITDA and Consolidated Interest
Expense for such period shall be calculated after giving effect on a pro forma
basis to (1) such Indebtedness as if such Indebtedness had been incurred on the
first day of such period (provided that if such Indebtedness is incurred under a
revolving credit facility or similar arrangement or under any predecessor
revolving credit or similar arrangement only that portion of such Indebtedness
that constitutes the one year projected average balance of such Indebtedness (as
determined in good faith by the Board of Directors of the Corporation) shall be
deemed outstanding for purposes of this calculation) and (2) the discharge of
any other Indebtedness repaid, repurchased defeased or otherwise discharged with
the proceeds of such new Indebtedness as if such discharge had occurred on the
first day of such period, (B) if since the beginning of such period and
Indebtedness of the Corporation or its Restricted Subsidiaries has been repaid,
repurchased, defeased or otherwise discharged (other than Indebtedness under a
revolving credit or similar arrangement unless such revolving credit
Indebtedness has been permanently repaid and the underlying commitment
terminated and not replaced), Consolidated Interest Expense for such period
shall be calculated after giving pro forma effect thereto as if such
Indebtedness had been repaid, repurchased, defeased or otherwise discharged on
the first day of such period, (C) if since the beginning of such period the
Corporation or any of its Restricted Subsidiaries shall have made any Asset
Sale, EBITDA for such period shall be reduced by an amount equal to the EBITDA
(if positive) attributable to the assets which are the subject of such Asset
Sale for such period or increased by an amount equal to the EBITDA (if negative)
attributable thereto for such period, Consolidated Interest Expense for such
period (i) reduced by an amount equal to the Consolidated Interest Expense
attributable to any Indebtedness of the Corporation or any of its Restricted
Subsidiaries repaid, repurchased, defeased or otherwise discharged with respect
to the Corporation and its continuing Restricted Subsidiaries in connection with
such Asset Sale for such period (or if the Capital Stock of any Restricted
Subsidiary is sold, the Consolidated Interest For such period directly
attributable to the Indebtedness of Restricted Subsidiary to the extent the
Corporation and its continuing Restricted Subsidiaries are no longer liable for
such Indebtedness after such sale) and (ii) increased by interest income
attributable to the assets which are the subject of such Asset Sale for such
period, (D) if since the beginning of such period the Corporation or any of its
Restricted Subsidiaries (by merger or otherwise) shall have made an Investment
in any Restricted Subsidiary (or any Person which becomes a Restricted
Subsidiary as a result thereof) or an acquisition of assets occurring in
connection with a transaction causing

                                     4

<PAGE>

a calculation to be made hereunder which constitutes all or substantially all of
an operating unit of a business, EBITDA and Consolidated Interest Expense for
such period shall be calculated after giving pro forma effect thereto (including
the incurrence of any Indebtedness) as if such Investment or acquisition
occurred on the first day of such period, and (E) if since the beginning of such
period any Person (that subsequently became a Restricted Subsidiary of the
Corporation or was merged with or into the Corporation or any other Restricted
Subsidiary since the beginning of such period) shall have made any Asset Sale,
Investment or acquisition of assets that would have required an adjustment
pursuant to clause (C) or (D) above if made by the Corporation or a Restricted
Subsidiary during such period, EBITDA and Consolidated Interest Expense for such
period shall be calculated after giving pro forma effect thereto as if such
Asset Sale, Investment or acquisition had occurred on the first day of such
period. For purposes of this definition whenever pro forma effect is to be given
to an acquisition of assets, the amount of income or earnings relating thereto
and the amount of Consolidated Interest Expense associated with any Indebtedness
incurred in connection therewith, the pro forma calculations shall be determined
in good faith by a responsible financial or accounting officer of the
Corporation. If any Indebtedness bears a floating rate of interest and is being
given pro forma effect, the interest expense on such Indebtedness shall be
calculated as if the rate in effect on the date of determination had been the
applicable rate for the entire period.

          "Consolidated GAAP Net Income" means, with respect to any period, the
net income (or loss) of the Corporation and its consolidated Subsidiaries for
such period, determined in accordance with GAAP as from time to time in effect.

          "Consolidated Interest Expense" means, with respect to any period, the
sum of (i) the interest expense of the Corporation and its Restricted
Subsidiaries for such period, determined on a consolidated basis in accordance
with GAAP, including, without limitation, (a) amortization of debt discount, (b)
the net cash payments, if any, under interest rate contracts, (c) the interest
portion of any deferred payment obligation, (d) accrued interest, and (e) all
commissions, discounts and other fees and charges owed with respect to letters
of credit, bankers' acceptance financing or similar facilities, plus (i) the
interest component of the Capital Lease Obligations paid, accrued and/or
scheduled to be paid or accrued by the Corporation during such period, of the
Corporation and its Restricted Subsidiaries, plus (iii) all cash dividends paid
during such period by the Corporation and its Restricted Subsidiaries with
respect to any Disqualified Stock, in each case as determined on a consolidated
basis in accordance with GAAP; provided, that Consolidated Interest Expense
shall exclude the amortization of fees and expenses related to the issuance of
the Securities.

          "Consolidated Net Income" means, with respect to any period, the
Consolidated GAAP Net Income (or loss) of the Corporation and its Restricted
Subsidiaries for such period, determined on a consolidated basis in accordance
with GAAP, adjusted to the extent included in calculating such net income (or
loss), by excluding, without duplication, (i) extraordinary gains and losses,
(ii) the portion of net income (or loss) of the Corporation and its Restricted

                                     5

<PAGE>

Subsidiaries allocable to interests in unconsolidated Persons or Unrestricted
Subsidiaries, except that the Corporation's equity in the net income of such
Person or Subsidiary shall be included in Consolidated Net Income to the extent
of the amount of dividends or distributions actually paid to the Corporation or
its Restricted Subsidiaries by such Person or Subsidiary during such period,
(iii) net income (or loss) of any Person combined with the Corporation or any of
its Restricted Subsidiaries on a "pooling of interests" basis attributable to
any period prior to the date of combination, (iv) net gain or loss in respect of
any sale, transfer or disposition of assets (including without limitation,
pursuant to sale and leaseback transactions) other than in the ordinary course
of business, (v) the net income of any Restricted Subsidiary to the extent that
the declaration of dividends or similar distributions by that Restricted
Subsidiary of that income to the Corporation is not at the time permitted,
directly or indirectly, by operation of the terms of its charter or any
agreement, instrument, judgment, decree, order, statute, rule or governmental
regulation applicable to the Restricted Subsidiary or its stockholders (other
than pursuant to the Securities or this Indenture), and (vi) the non-recurring
cumulative effect of a change in accounting principles.

          "Consolidated Total Assets" means, as of any date, the total assets of
the Corporation and its Restricted Subsidiaries as shown on the most recently
available consolidated balance sheet of the Corporation and its Restricted
Subsidiaries prepared in conformity with GAAP.

          "Corporate Trust Office" of the Trustee shall be at the address of the
Trustee specified in Section 13.02 of this Indenture or such other address as to
which the Trustee gives notice to the Company.

          "Currency Agreement Obligations" means the obligations of any Person
under any foreign exchange contract, currency swap agreement or other similar
agreement to protect such Person against fluctuations in currency values.

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

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

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

          "Disqualified Stock" means (a) any Preferred Stock of any Restricted
Subsidiary, and (b) any Capital Stock which by its terms (or by the terms of any
security into which it is convertible or for which it is exchangeable) or upon
the happening of any event (i) matures or is mandatorily redeemable pursuant to
a sinking fund obligation or otherwise, or (ii) is redeemable at the option of
the holder thereof (other than upon the occurrence of an "Asset Sale" or a
change of control of the Corporation in circumstances where the holders of the
Notes would have similar rights), in whole or in part, in each case on or prior
to the Stated Maturity of the Securities, including without limitation the
Noncumulative Redeemable Preferred Stock.

          "EBITDA" means, with respect to any Person for any period, the sum of
Consolidated Net Income of such Person for such period plus the following to the
extent deducted in calculating such Consolidated Net Income: (a) provision for
taxes based on the net income or profits of such Person, (b) Consolidated
Interest Expense, (c) consolidated depreciation and amortization, calculated in
accordance with GAAP, (d) any other non-cash

                                     6

<PAGE>

charges (excluding any non-cash items that represent an accrual of or reserve
for cash charges reasonably expected to be disbursed in any subsequent period
prior to the Stated Maturity of the Notes) deducted in computing Consolidated
Net Income, less, (e) non-cash items increasing Consolidated Net Income
(excluding any items which represent an accrual for cash receipts or the
reduction of required future cash disbursements reasonably expected to be
received or disbursed in a subsequent period prior to the Stated Maturity of the
Notes).

          "Equity Offering" means any public or private sale of Capital Stock
(other than Disqualified Stock) of the Corporation other than public offerings
with respect to the Corporation's common stock registered on Form S-8.

          "Exchange Act" means the Securities Exchange Act of 1934, as amended.

          "Exchange Agreement" means the Exchange Agreement for 12% Senior
Secured Notes dated as of January 25, 2002, among the Corporation and each of
the Holders signatory thereto, as the same may be amended, supplemented or
modified from time to time in accordance with the terms thereof.

          "Existing Indebtedness" means Indebtedness of the Corporation or its
Restricted Subsidiaries in existence or incurred pursuant to any loan or other
agreement in effect on the Issue Date plus any premium or interest accrued
thereon, as set forth in Section 3.4 of the Exchange Agreement.

          "Foreign Subsidiary" means a Subsidiary of a Person not organized
under the laws of the United States or any political subdivision thereof and the
operations of which are located substantially outside the United States.

          "GAAP" means generally accepted accounting principles in the United
States set forth in the Statements of Financial Accounting Standards and the
Interpretations, Accounting Principles Board Opinions and AICPA Accounting
Research Bulletins which are applicable as of December 31, 1997 except as
otherwise specified herein.

          "Guarantee" means any obligation, contingent or otherwise, of any
Person guaranteeing any Indebtedness of any Person (including, without
limitation, obligations to purchase assets, securities or services, to
take-or-pay or to maintain financial statement conditions or arrangements or
agreements entered into for the purpose of assuring the obligee of such
Indebtedness of the payment thereof or to protect such obligee against loss in
respect thereof, in whole or in part); provided, however, that the term
"Guarantee" shall not include endorsements of negotiable instruments for
collection or deposit in the ordinary course of business, or contingent
obligations in connection with the sale or discount of accounts receivable and
similar paper. The term "Guarantee" used as a verb has a corresponding meaning.
The term "Guarantor" shall mean any Person Guaranteeing any obligation.

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

          "Hillside" means Hillside Capital Incorporated, a Delaware
corporation.

                                     7

<PAGE>

          "Hillside Agreement" means the Hillside-Ampex/Sherborne Agreement,
dated December 1, 1994 (effective November 24, 1994), by and among the
Corporation, Hillside and Sherborne Group Incorporated, a Delaware corporation,
and certain Affiliates of such corporations, as in effect on the date hereof or
as the same may be amended, supplemented or modified from time to time in
accordance with the terms thereof.

          "Indebtedness" means, with respect to any Person, without duplication,
(i) the principal of and the premium (if any) on all indebtedness of such Person
for money borrowed or which is evidenced by a note, bond, debenture or similar
instrument for payment of which such Person is liable, (ii) all obligations of
such Person under any conditional sale, title retention or similar agreement in
respect of the deferred or unpaid purchase price of property or services
acquired by such Person, (iii) all Capital Lease Obligations of such Person,
(iv) all obligations of such Person in respect of letters of credit or bankers'
acceptance issued or created for the account of such Person, (v) all net
obligations of such Person under Interest Rate Agreement Obligations or Currency
Agreement Obligations of such Person, (vi) all liabilities of others of the kind
described in the preceding clauses (i), (ii) or (iii) secured by any Lien on any
property owned by such Person even though such Person has not assumed or become
liable for the payment of such liabilities; provided, however, the amount of
such Indebtedness for purposes of this definition shall be limited to the lesser
of the amount of Indebtedness secured by such Lien or the value of the property
subject to such Lien, (vii) all Disqualified Stock issued by such Person and all
Preferred Stock issued by a Restricted Subsidiary of such Person, and (viii) to
the extent not otherwise included, any Guarantee by such Person of any other
Person's Indebtedness or other obligations described in clauses (i) through
(vii) above. "Indebtedness" of the Corporation and the Restricted Subsidiaries
shall not include (i) trade payables incurred in the ordinary course of
business, and (ii) contingent obligations incurred in connection with the sale
or discount of accounts receivable and similar paper in the ordinary course of
business. The principal amount outstanding of any Indebtedness issued with
original issue discount is the accreted value of such Indebtedness and
Indebtedness shall not include any liability for federal, state, local or other
taxes.

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

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

          "Investment" in any Person means any direct or indirect advance, loan
or other extension of credit (including, without limitation, by way of Guarantee
or similar arrangement but excluding advances to customers and employees in the
ordinary course of business) to, capital contribution (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) to, or any purchase or acquisition of capital
stock, bonds, notes, debentures or other similar instruments issued by, such
Person and shall include the designation of a Restricted Subsidiary as an
Unrestricted Subsidiary. For purposes of the definition of "Unrestricted
Subsidiary" below and the provisions of Section 5.09 of this Indenture, (i)
"Investment" shall include the fair market value of the assets (net of
liabilities) of any Restricted Subsidiary of the Corporation at the time that
such Restricted

                                     8

<PAGE>

Subsidiary of the Corporation is designated an Unrestricted Subsidiary and shall
exclude the fair market value of the assets (net of liabilities) of any
Unrestricted Subsidiary at the time that such Unrestricted Subsidiary is
designated a Restricted Subsidiary of the Corporation and (ii) any property
transferred to or from an Unrestricted Subsidiary shall be valued at its fair
market value at the time of such transfer, in each case as determined by the
Board of Directors in good faith.

          "Issue Date" means the date on which the Notes are first issued under
the Indenture.

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

          "Maturity Date" means August 15, 2008.

          "Minimum Available Cash Flow" means an amount of the aggregate
Available Cash Flow of the Corporation received during the three-year period
commencing January 1, 2002 and ending December 31, 2004 which amount shall be
not less than $25 million.

          "Net Available Cash" means, with respect to any Asset Sale by any
Person, the aggregate cash or Cash Equivalent proceeds received by such Person
(including any cash payments received by way of deferred payment pursuant to, or
monetization of, a note or installment receivable or otherwise, but only as and
when received) in connection with such Asset Sale, plus the amount of cash and
Cash Equivalents referred to in the provided, however clause of paragraph (a)
(ii) of Section 5.05 of this Indenture, if any, net of (i) the amount of any
Indebtedness (including Disqualified Stock or Preferred Stock of a Subsidiary)
which is required to be repaid by such Person or its Affiliates in connection
with such Asset Sale, plus (ii) all fees, commissions and other expenses
incurred (including without limitation, the fees and expenses of legal counsel
and investment banking, accounting, underwriting and brokerage fees and
expenses) by such Person in connection with such Asset Sale, (iii) provision for
taxes, including income taxes, attributable to the Asset Sale or attributable to
required prepayments or repayments of Indebtedness with the proceeds of such
Asset Sale, (iv) any amounts reasonably provided by the Corporation or any
Restricted Subsidiary of the Corporation as a reserve against any liabilities
associated with 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, (v) any dividends or distributions or other amounts payable to
Persons holding a beneficial interest in the assets sold or to holders of
minority interests in a Restricted Subsidiary or other entity as a result of
such Asset Sale, and (vi) any amount required to be retained to provide
substitute collateral to Hillside pursuant to Section 4.2 of the Hillside
Agreement.

          "Net Proceeds," with respect to any issuance or sale of Capital Stock,
means the proceeds, in cash, securities or property (with any securities or
property valued at fair market value), of the issuance or sale net of attorneys'
fees, accountants' fees, underwriters' or

                                     9

<PAGE>

placement agents' fees, discounts or commissions and brokerage, consultant and
other fees and expenses incurred in connection with such issuance or sale and
net of taxes paid or payable as a result of such issuance or sale.

          "Noncumulative Redeemable Preferred Stock" means the shares of the
Corporation's 8% Noncumulative Convertible Preferred Stock and 8% Noncumulative
Redeemable Preferred Stock issued effective as of July 2, 1998 outstanding on
the Issue Date, and any subsequent refinancings thereof, provided, however, that
the aggregate liquidation value of all outstanding securities issued in any such
refinancings shall not exceed the aggregate liquidation value of the
Noncumulative Redeemable Preferred Stock outstanding on July 2, 1998."

          "Note Purchase Agreement for Senior Discount Notes" means the Note
Purchase Agreement, dated as of November 6, 2000, among the Corporation, ADSC,
the entities identified as "Purchaser" on the signature pages thereof, and DDJ
Capital Management LLC, as agent, as in effect on the date hereof or as the same
may be amended, supplemented or modified from time to time in accordance with
the terms thereof.

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

          "Officer" means the Chairman of the Board, the President, the
Executive Vice President, any Senior Vice President, any Vice President, the
Treasurer or the Secretary of the Corporation.

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

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

          "Permitted Holders" means collectively or individually (i) Edward J.
Bramson and (ii) his "associates" (as defined in Rule 12B-2 under the Exchange
Act, except that a person shall not be an "associate" for purposes of this
Indenture solely because such person comes within the definition of such term in
clause (a) of such Rule) and his Affiliates.

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

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

                                    10

<PAGE>

          "Principal" of a Security means the principal of the Security plus the
premium, if any, payable on the Security in connection with the transaction in
question.

          "Purchase Money Obligation" means any Indebtedness secured by a Lien
on assets related to the business of the Corporation or the Restricted
Subsidiaries, and any additions and accessions thereto, which are purchased or
constructed by the Corporation or any Restricted Subsidiary at any time after
the Issue Date; provided that (i) any security agreement or conditional sales or
other title retention contract pursuant to which the Lien on such assets is
created (collectively a "Security Agreement") shall be entered into within 180
days after the purchase or substantial completion of the construction of such
assets and shall at all times be confined solely to the assets so purchased or
acquired, any additions and accessions thereto and any proceeds therefrom, (ii)
at no time shall the aggregate principal amount of the outstanding Indebtedness
secured thereby be increased, except in connection with the purchase of
additions and accessions thereto and except in respect of fees and other
obligations in respect of such Indebtedness and (iii)(A) the aggregate
outstanding principal amount of Indebtedness secured thereby (determined on a
per asset basis in the case of any additions and accessions) shall not at the
time such Security Agreement is entered into exceed 100% of the purchase price
to the Corporation or any Restricted Subsidiary of the assets subject thereto or
(B) the Indebtedness secured thereby shall be with recourse solely to the assets
so purchased or acquired, any additions and accessions thereto and any proceeds
therefrom.

          "Record Date" means the 1st day of February or August immediately
preceding a payment date specified in the Securities.

          "Restricted Investment" means an Investment by the Corporation or a
Restricted Subsidiary in any Subsidiary other than a Restricted Subsidiary.

          "Restricted Payment" means (i) any dividend or other distribution
declared or paid on any Capital Stock of the Corporation (other than dividends
or distributions payable solely in Capital Stock (other than Disqualified Stock)
of the Corporation or dividends or distributions payable to the Corporation or
any Restricted Subsidiary and other than pro rata dividends or other
distributions made by a Restricted Subsidiary that is not a Wholly Owned
Subsidiary to minority stockholders (or owners of an equivalent interest in the
case of a Subsidiary that is not a corporation); (ii) any payment to purchase,
redeem or otherwise acquire or retire for value any Capital Stock of the
Corporation; (iii) any voluntary or optional payment to purchase, redeem,
defease or otherwise acquire or retire for value any Indebtedness that is
subordinated in right of payment to the Notes other than a purchase, redemption,
defeasance or other acquisition or retirement for value that is paid for with
the proceeds of Refinancing Indebtedness that is permitted under Section 5.03 of
this Indenture; or (iv) any Restricted Investment.

          "Restricted Subsidiary" means each direct or indirect Subsidiary of
the Corporation other than an Unrestricted Subsidiary.

          "Securities" means the Securities issued under this Indenture.

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

                                    11

<PAGE>

          "Security Agreement" means the Collateral Security Agreement, dated as
of February 22, 2002, by and between the Corporation and the Trustee,
substantially in the form of Exhibit B hereto.

          "Senior Discount Notes" means $8,919,555.56 aggregate principal amount
of Senior Discount Notes issued by ADSC pursuant to the Note Purchase Agreement
for Senior Discount Notes, and guaranteed by the Corporation pursuant to such
Agreement, as the same may be amended, supplemented or modified from time to
time in accordance with the terms thereof.

          "Senior Indebtedness" in the case of the Notes means Indebtedness that
is not by its terms expressly subordinate or junior in right of payment to any
other Indebtedness of the Corporation.

          "Senior Security Agreement" means the Collateral Security Agreement
dated as of November 6, 2000, between ADSC, as debtor, and DDJ Capital
Management LLC, as secured party and agent for the ratable benefit of the
holders of the Senior Discount Notes, as the same may be amended, supplemented
or modified from time to time in accordance with the terms thereof.

          "Sherborne Loan Agreement" means the Loan Agreement, dated October 29,
2001, between ADSC and Sherborne & Company Incorporated, a Delaware corporation,
and the related agreements entered into pursuant to such Agreement, as the same
may be amended, supplemented or modified from time to time in accordance with
the terms thereof.

          "Significant Subsidiary" means any Restricted Subsidiary that would be
a "significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X
promulgated pursuant to the Securities Act.

          "Subordinated Indebtedness" means Indebtedness (including, without
limitation, secured Indebtedness) of the Corporation which by its express terms
is subordinated or junior in right of payment to the Notes.

          "Subsidiary" of a Person means (i) any corporation more than 50% of
the outstanding voting power of the Voting Stock of which is owned or
controlled, directly or indirectly, by such Person or by one or more other
Subsidiaries of such Person, or by such Person and one or more other
Subsidiaries thereof, or (ii) any limited partnership of which such Person or
any Subsidiary of such Person is a general partner, or (iii) any other Person
(other than a corporation or limited partnership) in which such Person, or one
or more other Subsidiaries of such Person, or such Person and one or more other
Subsidiaries thereof, directly or indirectly, has more than 50% of the
outstanding partnership or similar interests or has the power, by contract or
otherwise, to direct or cause the direction of the policies, management and
affairs thereof.

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

                                    12

<PAGE>

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

          "Trust Officer" means any officer or assistant officer of the Trustee
in its Corporate Trust Department or with respect to a particular matter, any
officer to whom such matter is referred because of such officer's knowledge and
familiarity with the particular subject.

          "Uniform Commercial Code" means the Uniform Commercial Code as in
effect from time to time.

          "U.S. Government Obligations" means direct obligations (or
certificates representing an ownership interest in such obligations) of the
United States of America for the payment of which the full faith and credit of
the United States of America is pledged and which are not callable at the
issuer's option.

          "Unrestricted Subsidiary" means Ampex Holdings Corporation and any
other Subsidiary of the Corporation designated as such pursuant to and in
compliance with the provisions of Section 5.09 of this Indenture. Any such
designation may be revoked by a Board Resolution of the Corporation delivered to
the Trustee, subject to the provisions of such covenant.

          "Voting Stock" of a Person means all classes of Capital Stock of such
Person then outstanding as to which the holders thereof are entitled under
ordinary circumstances (without regard to the occurrence of any contingency) to
vote in the election of directors, managers or trustees of such Person.

          "Wholly Owned Subsidiary" means any Subsidiary with respect to which
all of the outstanding Voting Stock (other than directors' qualifying shares) of
which are owned, directly or indirectly, by the Corporation.

          SECTION 1.02 Other Definitions
                       -----------------

          Term                                               Defined in Section
          "Acquired Person".............................     5.03
          "Agent Members"...............................     2.08
          "Bankruptcy Law"..............................     7.01
          "Custodian"...................................     7.01
          "Designation".................................     5.09
          "Event of Default"............................     7.01
          "Excess Proceeds".............................     5.05
          "Global Security".............................     2.01
          "Incur".......................................     5.03
          "Legal Holiday"...............................     13.08
          "Offer".......................................     5.05
          "Offer Amount"................................     5.05
          "Offer Period"................................     5.05
          "Paying Agent"................................     2.03
          "Permitted Payments"..........................     5.04

                                    13

<PAGE>

          Term                                               Defined in Section
          "Physical Securities".........................     2.01
          "Purchase Date"...............................     5.05
          "Refinancing".................................     5.03
          "Refinancing Indebtedness"....................     5.03
          "Registrar"...................................     2.03
          "Restricted Payment"..........................     5.04
          "Revocation"..................................     5.09
          "Successor Corporation".......................     6.01

          SECTION 1.03 Incorporation by Reference of Trust Indenture Act. This
                       -------------------------------------------------
Indenture is subject to the mandatory provisions of the TIA, which are
incorporated by reference in and made a part of this Indenture. The following
TIA terms used in this Indenture have the following meanings:

          "Commission" means the SEC.

          "indenture securities" means the Securities.

          "indenture security holder" means a Securityholder.

          "indenture to be qualified" means this Indenture.

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

          "obligor" on the indenture securities means the Corporation.

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

          SECTION 1.04 Rules of Construction. Unless the context otherwise
                       ---------------------
requires:

          (1) an accounting term not otherwise defined has the meaning assigned
     to it in accordance with generally accepted accounting principles as in
     effect on the Issue Date;

          (2) "or" is not exclusive;

          (3) "including" means including, without limitation; and

          (4) words in the singular include the plural and words in the plural
     include the singular.

                                    14

<PAGE>

                                   ARTICLE 2

                                 The Securities
                                 --------------

          SECTION 2.01 Form and Dating. The Securities and the Trustee's
                       ---------------
certificate of authentication relating thereto shall be substantially in the
form of Exhibit A hereto. The Securities may have notations, legends or
endorsements required by law, stock exchange rule or depository rule or usage.
The Corporation shall approve the form of the Securities and any notation,
legend or endorsement on them. Each Security shall be dated the date of its
authentication and shall show the date of its authentication.

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

          Securities shall be issued initially in the form of one or more global
Securities in registered form, substantially in the form set forth in Exhibit A
(the "Global Security"), deposited with the Trustee, as custodian for the
Depository, duly executed by the Corporation and authenticated by the Trustee as
hereinafter provided and shall bear the legend set forth in Section 2.07 hereof.
The aggregate principal amount of the Global Security may from time to time be
increased or decreased by adjustments made on the records of the Trustee, as
custodian for the Depository.

          Securities may be issued, in the form of certificated Securities in
registered form, in substantially the form set forth in Exhibit A (the "Physical
Securities"). The Physical Securities are sometimes collectively herein referred
to as the "Physical Securities." Physical Securities may initially be registered
in the name of the Depository or a nominee of such Depository and be delivered
to such Depository. Beneficial owners of Physical Securities, however, may
request registration of such Physical Securities in their names or the names of
their nominees.

          SECTION 2.02 Execution and Authentication. Two Officers shall sign the
                       ----------------------------
Securities for the Corporation by manual or facsimile signature. The
Corporation's seal shall be impressed, affixed, imprinted or reproduced on the
Securities and may be in facsimile form.

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

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

          The Trustee shall authenticate and deliver Securities for original
issue from time to time in an aggregate principal amount of up to $50,000,000
plus additional Securities that may be issued in payment of interest in
accordance with the Securities, upon a written order of the Corporation signed
by two Officers or by an Officer and an Assistant Treasurer or an Assistant

                                    15

<PAGE>

Secretary of the Corporation. The aggregate principal amount of Securities
outstanding at any time may not exceed that amount except as provided in Section
2.11.

          The Securities shall be issuable only in registered form and only in
denominations of $1,000 principal amount and any integral multiple thereof.

          The Trustee may appoint an authenticating agent reasonably acceptable
to the Corporation to authenticate Securities. Unless limited by the terms of
such appointment, an authenticating agent may authenticate Securities whenever
the Trustee may do so. Each reference in this Indenture to authentication by the
Trustee includes authentication by such agent. An authenticating agent has the
same rights as any Registrar, Paying Agent or agent for service of notices and
demands.

          SECTION 2.03 Registrar and Paying Agent. The Corporation shall
                       --------------------------
maintain an office or agency where Securities may be presented for registration
of transfer or for exchange ("Registrar") and an office or agency where
Securities may be presented for payment ("Paying Agent"). The Registrar shall
keep a register of the Securities and of their transfer and exchange. The
Corporation may have one or more co-registrars and one or more additional paying
agents. The term "Paying Agent" includes any additional paying agent.

          The Corporation shall enter into an appropriate agency agreement with
any Registrar, Paying Agent or co-registrar not a party to this Indenture, which
shall incorporate the terms of the TIA. The agreement shall implement the
provisions of this Indenture that relate to such agent. The Corporation shall
notify the Trustee of the name and address of any such agent. If the Corporation
fails to maintain a Registrar or Paying Agent. the Trustee shall act as such,
and shall be entitled to appropriate compensation in accordance with Section
8.07. The Corporation or any Subsidiary or Affiliate may act as Paying Agent,
Registrar, co-registrar or transfer agent.

          The Corporation initially appoints the Trustee as Registrar and Paying
Agent in connection with the Securities.

          SECTION 2.04 Paying Agent To Hold Money in Trust. On or prior to each
                       -----------------------------------
due date of the principal and interest on any Security, the Corporation shall
deposit with the Paying Agent a sum in immediately available funds sufficient to
pay such principal and interest when due. The Corporation shall require each
Paying Agent (other than the Trustee) to agree in writing that the Paying Agent
shall hold in trust for the benefit of Securityholders or the Trustee all money
held by the Paying Agent for the payment of principal of or interest on the
Securities and shall notify the Trustee of any default by the Corporation in
making any such payment. If the Corporation or a Subsidiary acts as Paying
Agent, it shall segregate the money held by it as Paying Agent and hold it as a
separate trust fund. The Corporation at any time may require a Paying Agent to
pay all money held by it to the Trustee and to account for any funds disbursed
by it. Upon making such payment, the Paying Agent (other than the Corporation)
shall have no further liability for the money delivered to the Trustee.

          SECTION 2.05 Securityholder Lists. The Trustee shall preserve in as
                       --------------------
current a form as is reasonably practicable the most recent list available to it
of the names and addresses of

                                    16

<PAGE>

Securityholders. If the Trustee is not the Registrar, the Corporation shall
furnish to the Trustee at least five Business Days before each payment date and
at such other times as the Trustee may request in writing a list in such form
and as of such date as the Trustee may reasonably require of the names and
addresses of Securityholders.

          SECTION 2.06 Transfer and Exchange. When a Security is presented to
                       ---------------------
the Registrar or a co-registrar with a request to register a transfer, the
Registrar shall register the transfer as requested if duly authorized or
accompanied by a written instrument of transfer, by the Holder. The Registrar
may require the assurances set forth in Section 8-402 of the Uniform Commercial
Code that any endorsement is genuine and effective. When Securities are
presented to the Registrar or a co-registrar with a request to exchange them for
an equal principal amount of Securities of other denominations, the Registrar
shall make the exchange as requested if the same requirements are met. To permit
registration of transfers and exchanges, the Corporation shall execute and the
Trustee shall authenticate Securities at the Registrar's or co-registrar's
request. The Corporation may require payment of a sum sufficient to pay all
taxes, assessments or other governmental charges. The Corporation shall not be
required to make and the Registrar need not register transfers or exchanges of
Securities selected for redemption (except, in the case of Securities to be
redeemed in part, the portion thereof not to be redeemed) or for a period of 15
days before a selection of Securities to be redeemed or 15 days before a payment
date.

          Prior to the due presentation for registration of transfer of any
Security, the Corporation, the Trustee, the Paying Agent, the Registrar or any
co-registrar may deem and treat the person in whose name a Security is
registered as the absolute owner of such Security for the purpose of receiving
payment of principal of and interest on such Security and for all other purposes
whatsoever, whether or not such Security is overdue, and none of the
Corporation, the Trustee, the Paying Agent, the Registrar or any co-registrar
shall be affected by notice to the contrary. Furthermore, any Holder of a Global
Security shall, by acceptance of such Global Security, agree that transfers of
beneficial interests in such Global Security may be effected only through a
book-entry system maintained by the Depositary (or its agent) and that ownership
of a beneficial interest in the Global Security shall be required to be
reflected in a book entry.

          SECTION 2.07 Restrictive Legends. Each Global Security shall also bear
                       -------------------
a legend on the face thereof in substantially the following form:

          UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN
          DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A
          WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY, OR BY THE
          DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE
          OF SUCH SUCCESSOR DEPOSITORY. UNLESS THIS CERTIFICATE IS PRESENTED BY
          AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW
          YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION
          OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
          REGISTERED IN THE NAME OF

                                    17

<PAGE>

          CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
          REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR
          TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
          OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
          OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
          OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

          TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN
          WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR
          THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS
          GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH
          THE RESTRICTIONS SET FORTH IN SECTION 2.07 OF THE INDENTURE.

          SECTION 2.08 Book Entry Provisions for Global Securities. This Section
                       -------------------------------------------
2.08 shall apply only to the Global Security deposited with the Depository or
its custodian.

          (1) So long as the Securities are eligible for book-entry settlement
with the Depository, or unless otherwise required by law, the Global Security
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 Section 2.07.

          Members of, or participants in, the Depository ("Agent Members") shall
have no rights under this Indenture with respect to any Global Security held on
their behalf by the Depository, or the Trustee as its custodian, or under the
Global Security, and the Depository may be treated by the Corporation, the
Trustee and any agent of the Corporation or the Trustee as the absolute owner of
the Global Security for all purposes whatsoever. Notwithstanding the foregoing,
nothing herein shall prevent the Corporation, the Trustee or any Agent of the
Corporation 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 Security.

          (2) Transfers of the Global Security shall be limited to transfers in
whole, but, subject to the immediately succeeding sentence, not in part, to the
Depository, its successors or their respective nominees. Interests of beneficial
owners in the Global Security may be transferred or exchanged for Physical
Securities in accordance with the rules and procedures of the Depository and the
provisions of Section 2.09 hereof. In addition, Physical Securities shall be
transferred to all beneficial owners in exchange for their beneficial interests
in the Global Security if (i) the Depository notifies the Corporation that it is
unwilling or unable to continue as Depository for the Global Security and a
successor depositary is not appointed by the Corporation within 90 days of such
notice or (ii) an Event of Default has occurred and is

                                    18

<PAGE>

continuing and the Registrar has received a written request from the Depository
to issue Physical Securities.

          (3) In connection with any transfer or exchange of a portion of the
beneficial interest in the Global Security to beneficial owners pursuant to
paragraph (2), the Registrar shall (if one or more Physical Securities are to be
issued) reflect on its books and records the date and a decrease in the
principal amount of the Global Security in an amount equal to the principal
amount of the beneficial interest in the Global Security to be transferred, and
the Corporation shall execute, and the Trustee shall authenticate and deliver,
one or more Physical Securities of like tenor and amount.

          (4) In connection with the transfer of the beneficial interests in the
entire Global Security to beneficial owners pursuant to paragraph (2), the
Global Security shall be deemed to be surrendered to the Trustee for
cancellation, and the Corporation 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 Security, an equal
aggregate principal amount of Physical Securities of authorized denominations.

          (5) The owner of a beneficial interest in the Global Security may
grant proxies and otherwise authorize any person, including Agent Members and
persons that may hold interests through Agent Members, to take any action which
a Holder is entitled to take under this Indenture or the Securities.

          SECTION 2.09 Special Transfer Provisions.
                       ---------------------------

          (1) Any Security authenticated and issued hereunder may be transferred
or otherwise exchanged as provided in Section 3.6 of the Exchange Agreement.

          (2) The following provisions shall apply with respect to the
registration of any proposed transfer of a Security:

          (a) If the proposed transferor is an Agent Member holding a beneficial
     interest in the Global Security, upon receipt by the Registrar of written
     instructions given in accordance with the Depository's and the Registrar's
     procedures, (i) the Registrar shall reflect on its books and records the
     date and if the transfer does not involve a transfer of outstanding
     Physical Securities) 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 (ii) the Corporation shall execute
     and the Trustee shall authenticate and deliver one or more Physical
     Securities of like tenor and amount.

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

                                    19

<PAGE>

          The Registrar shall retain copies of all letters, notices and other
written communications received pursuant to Section 2.08 hereof or this Section
2.09. The Corporation shall have the right to inspect and make copies of all
such letters, notices or other written communications at any reasonable time
during the Registrar's normal business hours upon the giving of reasonable
written notice to the Registrar.

          In connection with any transfer of the Securities, the Trustee, the
Registrar and the Corporation shall be entitled to receive, shall be under no
duty to inquire into, may conclusively presume the correctness of, and shall be
fully protected in relying upon the certificates, opinions and other information
referred to herein (or in the forms provided herein, attached hereto or to the
Securities, or otherwise) received from any Holder and any transferee of any
Security regarding the validity, legality and due authorization of any such
transfer, the eligibility of the transferee to receive such Security and any
other facts and circumstances related to such transfer.

          SECTION 2.10 Replacement Securities. If a mutilated Security is
                       ----------------------
surrendered to the Registrar or if the Holder of a Security claims that the
Security has been lost, destroyed or wrongfully taken, the Corporation shall
issue and the Trustee shall authenticate a replacement Security if the
requirements of Section 8-405 of the Uniform Commercial Code are met and the
Holder satisfies any other reasonable requirements of the Trustee. If required
by the Trustee or the Corporation, such Holder shall furnish an indemnity bond
sufficient in the judgment of the Corporation and the Trustee to protect the
Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar
from any loss which any of them may suffer if a Security is replaced. The
Corporation and the Trustee may charge the Holder for their expenses in
replacing a Security.

          Every replacement Security is an additional obligation of the
Corporation.

          SECTION 2.11 Outstanding Securities. Securities outstanding at any
                       ----------------------
time are all Securities authenticated by the Trustee except for those canceled
by it and those delivered to it for cancellation and those described in this
Section as not outstanding. A Security does not cease to be outstanding because
the Corporation or an Affiliate of the Corporation holds the Security.

          If a Security is replaced pursuant to Section 2.10, it ceases to be
outstanding unless the Trustee and the Corporation receive proof satisfactory to
them that the replaced Security is held by a bona fide purchaser.

          If the Paying Agent (other than the Corporation or a Subsidiary) holds
in trust, in accordance with this Indenture, on a redemption date or maturity
date money sufficient to pay all amounts payable on that date with respect to
the Securities (or portions thereof) 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 Securities (or portions thereof) cease to be
outstanding and interest on them ceases to accrue.

          If a Security is called for redemption or if it matures in less than a
year and if the Corporation has satisfied its obligation to pay the Security in
accordance with Article 9 of this Indenture, the Corporation and the Trustee
need not treat the Security as outstanding in

                                    20

<PAGE>

determining whether Holders of the required principal amount of Securities have
concurred in any direction, waiver or consent.

          SECTION 2.12 Temporary Securities. Until definitive Securities are
                       --------------------
ready for delivery, the Corporation may prepare and the Trustee shall
authenticate temporary Securities. Temporary Securities shall be substantially
in the form of definitive Securities but may have variations that the
Corporation considers appropriate for temporary Securities. Without unreasonable
delay, the Corporation shall prepare and the Trustee, upon receipt of the
Corporation's written order signed by two Officers which shall specify the
amount of definitive Securities to be authenticated, and the date thereof, shall
authenticate definitive Securities and deliver them in exchange for temporary
Securities.

          SECTION 2.13 Cancellation. The Corporation at any time may deliver
                       ------------
Securities to the Trustee for cancellation. The Registrar and the Paying Agent
shall forward to the Trustee any Securities surrendered to them for transfer,
exchange or payment. The Trustee and no one else shall cancel and destroy
(subject to the record retention requirements of the Exchange Act) all
Securities surrendered for transfer, exchange, payment or cancellation and
deliver a certificate of such destruction to the Corporation unless the
Corporation directs the Trustee to deliver canceled Securities to the
Corporation. The Corporation may not issue new Securities to replace Securities
it has redeemed, paid or delivered to the Trustee for cancellation.

          SECTION 2.14 Additional Securities. Additional Securities issued
                       ---------------------
pursuant to this Indenture and the Securities shall be governed by and entitled
to the benefits of this Indenture and the Security Agreement, shall be issued in
substantially the form of Exhibit A hereto, and shall be subject to the same
terms (including the rate of interest) as the Securities originally issued
hereunder, except, as the case may be, with respect to the issue date, the
principal amount and the payment of interest scheduled to be paid prior to or on
the date of issuance of such additional Securities. The Corporation shall notify
the Trustee in writing of its election to pay interest on the Securities on any
payment date in additional Securities at least five but not more than thirty
days prior to the record date for the payment date.

          SECTION 2.15 Defaulted Interest. If the Corporation defaults in a
                       ------------------
payment of interest on the Securities, it shall pay the defaulted interest
(plus, to the extent permitted by applicable law, interest on such defaulted
interest at the rate borne by the Securities plus 1%) in any lawful manner to
the persons who are Securityholders on a subsequent special record date, which
date shall be at least five business days prior to the special payment date. The
Corporation shall fix the special record date and special payment date, which
special record date shall be at least 10 days before the special payment date,
and the Corporation, or the Trustee in the name of and at the expense of the
Corporation, shall promptly mail to each Securityholder a notice that states the
special record date, the special payment date and the amount of defaulted
interest to be paid.

          SECTION 2.16 CUSIP Numbers. The Corporation in issuing the Securities
                       -------------
may use "CUSIP" numbers (if then generally in use) and, if so, the Trustee shall
use "CUSIP" numbers in notices of redemption or notices of optional prepayment,
as the case may be, as a convenience to Holders; provided, however, that any
such notice may state that no representation is made as to the correctness of
such numbers either as printed on the Securities or as contained

                                    21

<PAGE>

in any notice of a redemption and that reliance may be placed only on the other
identification numbers printed on the Securities, and any such redemption shall
not be affected by any defect in or omission of such numbers.

                                   ARTICLE 3

                       Application of Available Cash Flow
                       ----------------------------------

          SECTION 3.01 General. (a) Except as expressly provided in this
                       -------
Indenture or the Securities, and subject to the provisions of Article 12 hereof,
all payments of the principal of, and accrued interest on, the Securities shall
be made solely out of Available Cash Flow of the Corporation in the manner and
to the extent provided below. Each Securityholder, by accepting a Security,
acknowledges and agrees to the limitations on payment of the Securities set
forth herein.

          (b) Not less than 5 days prior to each payment date on the Securities,
the Corporation shall furnish to the Trustee a statement containing a
calculation in reasonable detail of the Available Cash Flow with respect to such
payment date and setting forth (i) the amount of such Available Cash Flow to be
applied to the payment of the Senior Discount Notes in accordance with the Note
Purchase Agreement for Senior Discount Notes, (ii) the amount to be applied to
the payment of accrued interest on the Securities pursuant to Section 3.02(a),
(iii) the amount to be applied to the prepayment of principal of the Securities
pursuant to Section 3.03, and (iv) the amount of any additional Securities to be
issued in payment of accrued interest pursuant to Section 3.02(b).

          SECTION 3.02 Application of Available Cash Flow. (a) Subject to the
                       ----------------------------------
provisions of Article 12 hereof, on each payment date specified in the
Securities, the Corporation shall apply 100% of the Available Cash Flow received
by the Corporation during the semi-annual period ended on the December 31 or
June 30 next preceding such payment date (i) first to be the payment of all
amounts due the Trustee hereunder, and then (ii) to the payment of accrued
interest on the Securities (to the extent of such Available Cash Flow) and the
balance to the prepayment of principal pursuant to Section 3.03. Notwithstanding
the foregoing, the Corporation may retain an amount equal to 5% of Available
Cash Flow on each payment date to establish a working capital reserve (the
"Reserve"), until it has accumulated an aggregate of $2.5 million, and
thereafter 100% of such Available Cash Flow shall be applied in accordance with
this Section 3.02.

          (b) If Available Cash Flow (less the Reserve) on any payment date
would be insufficient to make such payment in full, the Corporation shall issue
additional Securities (valued at 100% of the principal amount thereof) in an
aggregate amount equal to the aggregate amount of interest otherwise payable in
cash on such date. Such additional Securities shall be issued in accordance with
Section 2.14 hereof.

          (c) If, and to the extent that, Available Cash Flow for any period
includes Net Available Cash attributable to an Asset Sale involving ADSC, the
provisions of Section 3.02 and Article 12 hereof and not of Section 5.05 shall
govern the application of such Net Available Cash by the Corporation.

                                       22

<PAGE>

          SECTION 3.03 Mandatory Prepayment. If, with respect to any payment
                       --------------------
date specified in the Securities, after application of Available Cash Flow as
provided in paragraph (a) of Section 3.02, there remains any balance (in excess
of $10,000) of such Available Cash Flow, subject to the provisions of Article 12
hereof, the Corporation shall apply such balance to the pro rata prepayment of
the outstanding principal of the Securities. The Trustee shall promptly notify
each Holder of any such prepayment of principal of the Securities held by such
Holder.

          SECTION 3.04 Obligation to Pay Securities in Cash at Maturity.
                       ------------------------------------------------
Notwithstanding anything contained in this Indenture or the Securities, subject
to the provisions of Article 12 hereof, the full amount of all interest accrued
on, and the principal amount of, the Securities shall be payable in cash without
regard to the source of such cash or the amount of Available Cash Flow on the
maturity date of the Securities, whether at the stated maturity on the Maturity
Date, or upon acceleration or otherwise.

                                   ARTICLE 4

                                   Redemption
                                   ----------

          SECTION 4.01 Notices to Trustee. If the Corporation elects to redeem
                       ------------------
Securities pursuant to paragraph 7 of the Securities, it shall notify the
Trustee in writing of the redemption date and the principal amount of Securities
to be redeemed.

          The Corporation shall give the notices provided for in this Section at
least 60 days before the redemption date, unless the Trustee consents to a
shorter period. Such notice shall be accompanied by an Officers' Certificate and
an Opinion of Counsel from the Corporation that such redemption will comply with
the conditions contained herein.

          If less than all the Securities are to be redeemed, the record date
relating to such redemption shall be selected by the Corporation and given by
notice to the Trustee, which record date shall be not less than 15 days after
the date of notice to the Trustee.

          SECTION 4.02 Selection of Securities To Be Redeemed. If less than all
                       --------------------------------------
the Securities are to be redeemed, the Trustee shall select the Securities to be
redeemed pro rata or by lot or by a method that complies with applicable legal
and securities exchange requirements, if any. The Trustee shall make the
selection from outstanding Securities not previously called for redemption. The
Trustee may select for redemption portions of the principal of Securities that
have denominations larger than $1,000, subject to the restriction that
Securities and portions of Securities the Trustee selects shall be in amounts of
$1,000 or a whole multiple of $1,000. Securities in denominations of $1,000 or
less may only be redeemed in whole. Provisions of this Indenture that apply to
Securities called for redemption also apply to portions of Securities called for
redemption. The Trustee shall notify the Corporation promptly of the Securities
or portions of Securities to be redeemed.

          SECTION 4.03 Notice of Redemption. At least 30 days but not more than
                       --------------------
60 days before a date for redemption of Securities, the Corporation shall mail a
notice of redemption by first-class mail to each Holder of Securities to be
redeemed.

          The notice shall identify the Securities to be redeemed and shall
state:

                                       23

<PAGE>

          (1) the redemption date;

          (2) the redemption price;

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

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

          (5) if less than all the outstanding Securities are to be redeemed,
     the identification and principal amounts of the particular Securities to be
     redeemed;

          (6) that, unless the Corporation defaults in making such redemption
     payment, interest on Securities called for redemption ceases to accrue on
     and after the redemption date;

          (7) the paragraph of the Securities and/or Section of this Indenture
     pursuant to which the Securities called for redemption are being redeemed;
     and

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

          At the Corporation's request, the Trustee shall give the notice of
redemption in the Corporation's name and at the Corporation's expense. In such
event the Corporation shall provide the Trustee with the information required by
clauses (1) through (4) and (7).

          SECTION 4.04 Effect of Notice of Redemption. Once notice of redemption
                       ------------------------------
is mailed, Securities called for redemption become due and payable on the
redemption date and at the redemption price stated in the notice. Upon surrender
to the Paying Agent, such Securities shall be paid at the redemption price
stated in the notice, plus accrued interest to the redemption date. Failure to
give notice or any defect in the notice to any Holder shall not affect the
validity of the notice to any other Holder.

          SECTION 4.05 Deposit of Redemption Price. Prior to 10:00 a.m. New York
                       ---------------------------
City time on the redemption date, the Corporation shall deposit with the Paying
Agent (or if the Corporation or a Subsidiary is the Paying Agent, shall
segregate and hold in trust) money, in immediately available funds, sufficient
to pay the redemption price of and accrued interest on all Securities to be
redeemed on that date other than Securities or portions of Securities called for
redemption which have been delivered by the Corporation to the Trustee for
cancellation.

          SECTION 4.06 Securities Redeemed in Part. Upon surrender to the
                       ---------------------------
Trustee at the Corporate Trust Office of a Security that is redeemed in part,
the Trustee shall authenticate for the Holder (at the Corporation's expense) a
new Security equal in principal amount to the unredeemed portion of the Security
surrendered.

                                       24

<PAGE>

                                    ARTICLE 5

                                    Covenants
                                    ---------

          SECTION 5.01 Payment of Securities. The Corporation shall promptly pay
                       ---------------------
the principal of and interest on the Securities not later than 11:00 a.m. New
York City time on the dates and in the manner provided in the Securities and in
this Indenture. Principal and interest (including any redemption price) shall be
considered paid on the date due if the Trustee or the Paying Agent (other than
the Corporation or a Subsidiary) holds on such date as of 11:00 a.m. New York
City time money in U.S. dollars sufficient to pay all principal and interest
(including any redemption price) then due and the Trustee or the Paying Agent is
not prohibited from paying such money to the Holders on that date pursuant to
the terms of this Indenture; provided, however, that, in the event of payment of
interest through the issuance of additional Securities as set forth in the
Securities, interest shall be considered paid on the date due if such additional
Securities are issued on that date.

          The Corporation shall pay interest on overdue principal (including any
redemption price) at the rate borne by the Securities plus 1% per annum, and it
shall pay interest on overdue installments of interest at the same rate to the
extent lawful.

          SECTION 5.02 SEC Reports. The Corporation shall file with the Trustee
                       -----------
within 15 days after it files them with the SEC copies of the annual report and
of the information, documents and other reports (or copies of such portions of
any of the foregoing as the SEC may by rules and regulations prescribe) which
the Corporation is required to file with the SEC pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934. In the event the Corporation is at any
time no longer subject to the reporting requirements of Section 13 or 15(d) of
the Securities and Exchange Act of 1934, it shall continue to file with the SEC
and provide the Trustee with reports containing substantially the same
information as would have been required to be filed with the SEC with respect to
financial statements, management's discussion and analysis and a discussion of
significant changes in the business and financial condition of the Corporation
had the Corporation continued to have been subject to such reporting
requirements. In such event, such reports shall be provided at the times the
Corporation would have been required to provide reports had it continued to have
been subject to such reporting requirements. Subsequent to qualification of the
Indenture under the TIA, the Corporation also shall comply with the other
provisions of TIA Section 314(a).

          SECTION 5.03 Limitation on Indebtedness. (a) The Corporation shall
                       --------------------------
not, and shall not permit any of its Restricted Subsidiaries to, issue, assume,
guarantee, incur or otherwise become liable for (collectively, "Incur") any
Indebtedness; provided, however, that: (i) the Corporation may Incur
Indebtedness which is expressly subordinate and junior in right of payment to
the Notes; and (ii) the Corporation and its Restricted Subsidiaries may Incur
Indebtedness if, on the date of Incurrence, the Consolidated Coverage Ratio
would be at least equal to 3.00 to 1.00.

          (b) Notwithstanding the foregoing paragraph (a), the Corporation and
its Restricted Subsidiaries may Incur the following Indebtedness:

                                       25

<PAGE>

               (i) Indebtedness of the Corporation represented by the
     Securities;

               (ii) Existing Indebtedness;

               (iii) Indebtedness owed by any Restricted Subsidiary to the
     Corporation or to another Restricted Subsidiary, or owed by the Corporation
     to any Restricted Subsidiary; provided, however, that any such Indebtedness
     shall be at all times held by a Person which is either the Corporation or a
     Restricted Subsidiary of the Corporation;

               (iv) Indebtedness of the Corporation or any Restricted Subsidiary
     arising with respect to Interest Rate Agreement Obligations and Currency
     Agreement Obligations Incurred for the purpose of fixing or hedging
     interest rate risk or currency risk;

               (v) Indebtedness represented by performance, completion,
     guarantee, surety and similar bonds provided by the Corporation or any
     Restricted Subsidiary in the ordinary course of business;

               (vi) Indebtedness Incurred by the Corporation or any of its
     Restricted Subsidiaries constituting reimbursement obligations with respect
     to letters of credit or other instruments issued in the ordinary course of
     business, including without limitation letters of credit in respect of
     workmen's compensation claims or self-insurance or securing obligations of
     the Corporation or any Restricted Subsidiary under operating leases;
     provided that upon drawing of such letters of credit or other instrument
     such drawings are reimbursed within 30 days following demand for
     reimbursements;

               (vii) Indebtedness Incurred in connection with or given in
     exchange for the renewal, extension, modification, amendment, refunding,
     defeasance, refinancing or replacement (a "refinancing") of any of the
     Securities or any Existing Indebtedness or any Indebtedness issued after
     the Issue Date and not Incurred in violation of the Indenture ("Refinancing
     Indebtedness"); provided, however, that (a) the principal amount of such
     Refinancing Indebtedness shall not exceed the principal amount (or accreted
     amount, if less) of the Indebtedness so refinanced at the time outstanding
     (or obtainable under any outstanding revolving credit or similar agreement)
     (plus the premiums paid in connection therewith and the reasonable expenses
     incurred in connection therewith), provided further, that in the case of a
     refinancing of Indebtedness under a revolving credit or similar agreement,
     if the agreement has been terminated prior to the date of such refinancing
     and all Indebtedness thereunder been repaid, the amount of such Refinancing
     Indebtedness shall not exceed the maximum amount obtainable under such
     agreement at the time of termination thereof; (b) with respect to
     Subordinated Indebtedness being refinanced, the Stated Maturity of the
     Refinancing Indebtedness shall be not earlier than the Stated Maturity of
     the Indebtedness being refinanced, and such Refinancing Indebtedness shall
     have an Average Life at the time such Refinancing Indebtedness is incurred
     that is equal to or greater than the remaining Average Life of the
     Indebtedness being Refinanced; (c) with respect to Subordinated
     Indebtedness of the Corporation being refinanced, such Refinancing
     Indebtedness shall rank no more senior than, and shall be at

                                       26

<PAGE>

     least as subordinated in right of payment to the Securities as the
     Indebtedness being refinanced; and (d) the obligor on such Refinancing
     Indebtedness shall be the obligor on the Indebtedness being refinanced or
     the Corporation or another Restricted Subsidiary;

               (viii) Indebtedness of the Corporation or any Restricted
     Subsidiary (a) representing Capital Lease Obligations and (b) in respect of
     Purchase Money Obligations for property acquired in the ordinary course of
     business, which taken together do not exceed $3 million in aggregate amount
     at any time outstanding;

               (ix) Indebtedness of Foreign Subsidiaries of the Corporation not
     to exceed a principal amount outstanding at any time of $5 million in the
     aggregate for all Foreign Subsidiaries; and

               (x) Guarantees by the Corporation or any Restricted Subsidiary of
     Indebtedness of the Corporation or any Restricted Subsidiary that was
     permitted to be Incurred pursuant to another provision of this covenant;

               (xi) Indebtedness of a Restricted Subsidiary engaged in providing
     lease or similar financing to customers of the Corporation or its
     Restricted Subsidiaries, not exceeding 7.5% of Consolidated Total Assets;

               (xii) Indebtedness of the Corporation or any Restricted
     Subsidiary Incurred pursuant to the Hillside Agreement, including without
     limitation any Guarantee of such Indebtedness Incurred pursuant to such
     Agreement; and

               (xiii) Indebtedness of the Corporation or any Restricted
     Subsidiary in addition to that described in clauses (i) through (xii)
     above, and any refinancings of such Indebtedness, so long as the aggregate
     principal amount of all such Indebtedness Incurred pursuant to this clause
     (xii) does not exceed at any time outstanding $15 million plus 75% of the
     amount by which accounts receivable (net of reserves) of the Corporation
     and its Restricted Subsidiaries (as shown in the Corporation's most recent
     consolidated balance sheet) exceeds $15 million.

          Any Indebtedness of a Person existing at the time such Person becomes
a Restricted Subsidiary (whether by merger, consolidation, acquisition or
otherwise; an "Acquired Person") shall be deemed to be Incurred by such
Restricted Subsidiary at the time it becomes a Restricted Subsidiary.

          SECTION 5.04 Limitation on Restricted Payments. The Corporation will
                       ---------------------------------
not, and will not permit any Restricted Subsidiary to, directly or indirectly,
make any Restricted Payment (including any Restricted Investment), unless at the
time of and immediately after giving effect to the proposed Restricted Payment
(with the value of any such Restricted Payment, if other than cash, to be
determined reasonably and in good faith by the Board of Directors of the
Corporation), (i) no Default or Event of Default shall have occurred and be
continuing or would occur as a consequence thereof, (ii) the Corporation could
Incur at least $1.00 of additional Indebtedness pursuant to the first paragraph
under Section 5.03 and (iii) the aggregate amount of all Restricted Payments
made after the Issue Date shall not exceed the sum of (a) an amount equal to 50%
of the Corporation's aggregate cumulative Consolidated Net Income accrued on a

                                       27

<PAGE>

cumulative basis during the period (treated as one accounting period) beginning
on January 1, 1998 and ending on the last day of the fiscal quarter of the
Corporation immediately preceding the date of such proposed Restricted Payment
(or, if such aggregate cumulative Consolidated Net Income for such period shall
be a deficit, minus 100% of such deficit), plus (b) (x) the aggregate amount of
all Net Proceeds received since the Issue Date by the Corporation from the
issuance and sale (other than to a Restricted Subsidiary) of Capital Stock
(other than Disqualified Stock), and (y) an amount equal to the amount (as shown
on the Corporation's most recent consolidated balance sheet, prepared in
accordance with GAAP) of all Indebtedness or Disqualified Stock that, after the
Issue Date, is converted into or exchanged for Capital Stock of the Corporation
(other than Disqualified Stock) (less the amount of any cash or property
distributed by the Corporation upon such conversion or exchange), plus (c) the
amount of the net reduction in Investments by the Corporation or its Restricted
Subsidiaries in Unrestricted Subsidiaries resulting from (x) the payment of
dividends or the repayment in cash of the principal of loans or the net proceeds
from the sale of the Capital Stock or assets of such Unrestricted Subsidiaries
or other cash return on such Investment, in each case to the extent received by
the Corporation or any Restricted Subsidiary of the Corporation, (y) the release
or extinguishment of any guarantee of Indebtedness of any Unrestricted
Subsidiary, and (z) the redesignation of Unrestricted Subsidiaries as Restricted
Subsidiaries of the Corporation (valued as provided in the definition of
"Investment"), such aggregate amount of the net reduction in Investments not to
exceed the amount of Restricted Investments previously made by the Corporation
or any Restricted Subsidiary of the Corporation in such Unrestricted
Subsidiaries, which amount was included in the calculation of the amount of
Restricted Payments. For purposes of the foregoing clause (c), the Corporation
shall be deemed to have made a Restricted Investment under the Indenture in an
amount equal to any cash contribution made or subscribed for by the Corporation
on or immediately prior to the Issue Date to one or more Unrestricted
Subsidiaries.

          In addition, so long as there is no Default or Event of Default
continuing, the following payments and other actions shall be expressly
permitted notwithstanding anything contained in the covenant described above
(collectively, "Permitted Payments"):

               (i) the payment of any dividend within 60 days after the date of
     declaration thereof, if at such declaration date such payment would have
     been permitted under the Indenture and such payment shall be deemed to have
     been paid on such date of declaration for purposes of clause (iii) of the
     preceding paragraph;

               (ii) the redemption, repurchase, retirement or other acquisition
     of any Capital Stock or any Indebtedness of the Corporation that is
     subordinated in right of payment to the Notes in exchange for, or out of
     the proceeds of, the substantially concurrent sale (other than to a
     Restricted Subsidiary) of Capital Stock of the Corporation (other than any
     Disqualified Stock);

               (iii) any purchase or defeasance of Subordinated Indebtedness to
     the extent required upon a Change of Control or Asset Sale (as defined
     herein) by this Indenture or other agreement or instrument pursuant to
     which such Subordinated Indebtedness was issued, but only if the
     Corporation (x) in the case of a Change of Control, has complied with its
     obligations under Section 5.10 or (y) in the case of an

                                    28

<PAGE>

     Asset Sale has applied the Net Available Cash from such Asset Sale in
     accordance with the provisions of Section 5.05 of this Indenture;

               (iv) any Restricted Investments made with the proceeds of the
     substantially concurrent sale of Capital Stock (other than Disqualified
     Stock);

               (v) Restricted Investments in any Unrestricted Subsidiary engaged
     in providing lease or similar financing to customers of the Corporation and
     its Restricted Subsidiaries, in an amount such that the sum of the
     aggregate amount of Restricted Investments made pursuant to this clause (v)
     after the Issue Date and outstanding on the date of determination does not
     exceed the greater of $5 million or 7.5% of Consolidated Total Assets;

               (vi) the repurchase of Capital Stock of the Corporation
     (including options, warrants or other rights to acquire such Capital Stock)
     from directors, officers or employees (or their nominees) of the
     Corporation or its Subsidiaries pursuant to the terms of an employee
     benefit plan or employment agreement or similar arrangement; provided that
     an aggregate amount of all such repurchases (net of repayments or
     cancellations of indebtedness as a result of such repurchases) shall not
     exceed $1 million in any fiscal year;

               (vii) the redemption or repurchase of the Corporation's
     Noncumulative Redeemable Preferred Stock at a price not to exceed 100% of
     liquidation value; provided, however, that the aggregate amount of all
     payments pursuant to this clause (vii) shall not exceed 100% of cumulative
     Consolidated GAAP Net Income accrued during the period from January 1, 1998
     to the date of payment (treated as one accounting period); and

               (viii) Restricted Payments (other than a dividend or other
     distribution declared on any Capital Stock of the Corporation or a payment
     to purchase, redeem or otherwise acquire or retire for value any Capital
     Stock of the Corporation) not to exceed $1 million in the aggregate.

          For purposes of clause (iii) of the first paragraph of this covenant,
Permitted Payments made pursuant to clauses (i), (vi) and (vii) of the
immediately preceding paragraph shall be included (without duplication) as
Restricted Payments made since the Issue Date.

          SECTION 5.05 Limitation on Asset Sales. (a) The Corporation will not,
                       -------------------------
and will not permit any Restricted Subsidiary to, make any Asset Sale unless (i)
the Corporation or such 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 or other property sold or disposed of in the Asset Sale and
(ii) at least 75% of such consideration consists of either cash or Cash
Equivalents, provided, however, that, at the option of the Corporation, clause
(ii) shall not be applicable to Asset Sales (or portions of Asset Sales) to the
extent the Corporation shall apply cash and Cash Equivalents available from
other sources to make any required Asset Sale Offer as if 75% of such
consideration had consisted of cash and Cash Equivalents.

                                       29

<PAGE>

          For the purposes of this covenant, the following will be deemed to be
cash: (x) the assumption by the transferee of Indebtedness of the Corporation or
Indebtedness of any Restricted Subsidiary of the Corporation and the release of
the Corporation or such Restricted Subsidiary from all liability on such
Indebtedness in connection with such Asset Sale (in which case the Corporation
shall, without further action, be deemed to have applied such assumed
Indebtedness in accordance with clause (A) of the preceding paragraph) and (y)
securities received by the Corporation or any Restricted Subsidiary of the
Corporation from the transferee that are promptly (and in any event within 120
days) converted by the Corporation or such Restricted Subsidiary into cash.

          (b) Subject to the provisions of Article 12 hereof, within 365 days
after any Asset Sale, the Corporation may elect to apply the Net Available Cash
from such Asset Sale to (i) permanently reduce or redeem any Senior Debt of the
Corporation or a Restricted Subsidiary and/or (ii) make an Investment in, or
acquire assets and properties that will be used in the business of the
Corporation and its Restricted Subsidiaries, and (iii) any balance of such Net
Available Cash exceeding $10 million and not applied or invested as provided in
clauses(i) and (ii) within 365 days of such Asset Sale, will be deemed to
constitute "Excess Proceeds" and shall be applied to make an offer to purchase
Securities to the holders of the Securities. Pending the final application of
any such Net Available Cash, the Corporation may temporarily invest such Net
Available Cash in cash or Cash Equivalents.

          (c) In the event of an Asset Sale that requires the purchase of
Securities pursuant to clause (b)(iii) above, the Corporation will be required
to purchase Securities tendered pursuant to an offer by the Corporation for the
Securities (the "Offer") at a purchase price of 100% of their principal amount
plus accrued and unpaid interest, if any, to the purchase date in accordance
with the procedures (including prorating in the event of oversubscription) set
forth in Section 5.05(d) below. If the aggregate purchase price of the
Securities tendered pursuant to the Offer is less than the Net Available Cash
allotted to the purchase of the Securities, the Corporation will apply the
remaining Net Available Cash to general corporate purposes not prohibited by
this Indenture. Upon the consummation of any Asset Sale Offer, the amount of
Excess Proceeds shall be deemed to be reset to zero.

          (d) (1) Promptly, and in any event within 10 days after the
Corporation becomes obligated to make an offer, the Corporation shall be
obligated to deliver to the Trustee and send, by first-class mail to each
Holder, a written notice stating that the Holder may elect to have his
Securities purchased by the Corporation either in whole or in part (subject to
the prorationing as hereinafter described in the event the Offer is
oversubscribed) in integral multiples of $1,000 of principal amount, at the
applicable purchase price. The notice shall specify a purchase date of not less
than 30 days nor more than 60 days after the date of such notice (the "Purchase
Date") and shall contain such information concerning the business of the
Corporation which the Corporation in good faith believes will enable such
Holders to make an informed decision (which at a minimum will include (1) the
most recently filed Annual report on 10-K (including audited consolidated
financial statements) of the Corporation, the most recent subsequently filed
Quarterly Report on Form 10-Q and any Current Report on Form 8-K of the
Corporation filed subsequent to such Quarterly report, other than Current
Reports describing Asset Sale otherwise described in the offering materials (or
corresponding successor reports), (ii) a description of material developments in
the Corporation's business subsequent to the date of

                                       30

<PAGE>

the latest of such reports, and (iii) if material, appropriate pro forma
financial information and all instructions and materials necessary to tender
Securities pursuant to the Offer, together with the information contained in
clause (3).

               (2) Not later than the date upon which the written notice of an
Offer is delivered to the Trustee as provided below, the Corporation shall
deliver to the Trustee an Officers' Certificate as to (i) the amount of the
Offer (the "Offer Amount"), (ii) the allocation of the Net Available Cash from
the Asset Sale pursuant to which such Offer is being made and (iii) the
compliance of such allocation with the provisions of Section 5.05(a). On such
date, the Corporation shall also irrevocably deposit with the Trustee or with a
paying agent (or, if the Corporation is acting as its own paying agent,
segregate and hold in trust) in cash or Cash Equivalents maturing on the day
prior to the Purchase Date or on the Purchase Date if funds are immediately
available by open of business an amount equal to the Offer Amount to be held for
payment in accordance with the provisions of this Section. Upon the expiration
of the period for which the Offer remains open (the "Offer Period"), the
Corporation shall deliver to the Trustee or the Paying Agent for cancellation
the Securities or portions thereof which have been properly tendered to and are
to be accepted by the Corporation. The Trustee shall, on the Purchase date, mail
or deliver payment to each tendering Holder in the amount of the purchase price.
In the event that the aggregate purchase price of the Securities delivered by
the Corporation to the Trustee is less than the Offer Amount, the Trustee shall
deliver the excess to the Corporation immediately after the expiration of the
Offer Period for application in accordance with this Section.

               (3) Holders electing to have a Security purchased will be
required to surrender the Security, with an appropriate form duly completed, to
the Corporation at the address specified in the notice at least three Business
Days prior to the Purchase Date. Holders will be entitled to withdraw their
election if the Trustee or the Corporation receives not later than one Business
day prior to the Purchase Date, a telegram, telex, facsimile transmission or
letter setting forth the name of the Holder, the principal amount of the
Security which was delivered for purchase by the Holder and a statement that
such Holder is withdrawing his election to have such Security purchased. If at
the expiration of the Offer Period the aggregate principal amount of Securities
surrendered by Holders exceeds the Offer Amount, the Corporation shall select
the Notes to be purchased on a pro rata basis (with such adjustments as may be
deemed appropriate by the Corporation so that only Securities in denominations
of $1,000 or integral multiples thereof, shall be purchased). Holders whose
Securities are purchased only in part will be issued new Securities equal in
principal amount to the unpurchased portion of the Securities surrendered.

               (4) At the time the Corporation delivers Securities to the
Trustee which are to be accepted for the purchase, the Corporation will also
deliver an Officers' Certificate stating that such Securities are to accepted by
the Corporation pursuant to and in accordance with the terms of this Section. A
Security shall be deemed to have been accepted for purchase at the time the
Trustee, directly or through an agent, mails or delivers payment therefor to the
surrendering Holder.

          (e) The Corporation will comply, to the extent applicable, with the
requirements of Section 14 (e) of the Exchange Act and any other applicable
securities laws or

                                       31

<PAGE>

regulations in connection with the repurchase of Securities pursuant to this
Indenture and will not be deemed to have breached its obligations under this
Indenture by virtue thereof.

          SECTION 5.06 Limitation on Liens. The Corporation will not, and will
                       -------------------
not permit any Restricted Subsidiary to, directly or indirectly, Incur or suffer
to exist any Lien securing any Indebtedness (other than (1) Indebtedness under
this Indenture and Indebtedness described in paragraphs (a)(ii) and (b)(ii),
(vi), (vii)(to the extent the Refinanced Indebtedness was secured by a Lien
permitted by this Indenture), (xi), (xii) and (xiii) of the provisions of
Section 5.03 of this Indenture; and (2) Indebtedness of an Acquired Person
existing at the date such Person became a Restricted Subsidiary, and any
refinancing thereof, provided however, that such Lien is not applicable to any
Person or the properties or assets of any Person, other than the Acquired Person
) on any asset now owned or hereafter acquired unless the Securities are equally
and ratably secured thereby.

          SECTION 5.07 Limitation on Dividends and Other Payment Restrictions
                       ------------------------------------------------------
Affecting Restricted Subsidiaries. The Corporation will not, and will not permit
---------------------------------
any Restricted Subsidiary to, directly or indirectly, create or otherwise cause
or suffer to exist or become effective any consensual encumbrance or restriction
on the ability of any Restricted Subsidiary to (i) pay dividends or make any
other distributions to the Corporation or any other Restricted Subsidiary on its
Capital Stock, or pay any Indebtedness owed to the Corporation or any other
Restricted Subsidiary, make loans or advances to the Corporation or any other
Restricted Subsidiary or (iii) transfer any of its properties or assets to the
Corporation or any other Restricted Subsidiary, except for such encumbrances or
restrictions existing under or by reason of

          (1) any agreement or instrument evidencing or governing any Existing
     Indebtedness and any refinancings thereof;

          (2) applicable law;

          (3) any instrument governing Indebtedness or Capital Stock of an
     Acquired Person acquired by the Corporation or any of its Restricted
     Subsidiaries as in effect at the time of such acquisition or any
     refinancing thereof; provided, however, that such restriction is not
     applicable to any Person, or the properties or assets of any Person, other
     than the Acquired Person;

          (4) by reason of customary non-assignment provisions in leases entered
     into in the ordinary course of business and consistent with past practices;

          (5) Purchase Money Indebtedness for property acquired in the ordinary
     course of business that only impose restrictions on the property so
     acquired;

          (6) an agreement for the sale or disposition of the Capital Stock or
     assets of such Restricted Subsidiary; provided, however, that such
     restriction is only applicable to such Restricted Subsidiary or assets, as
     applicable, and such sale or disposition otherwise is permitted under
     Section 5.05 of this Indenture;

                                     32

<PAGE>

          (7) Refinancing Indebtedness permitted under the Indenture; provided,
     however, that the restrictions contained in the agreements governing such
     Refinancing Indebtedness are not materially more restrictive in the
     aggregate than those contained in the agreements governing the Indebtedness
     being refinanced immediately prior to such refinancing;

          (8) the Indenture and the Securities; arising or agreed to in the
     ordinary course of business, not relating to any Indebtedness, and that do
     not, individually or in the aggregate, detract from the value of property
     or assets of the Corporation or any Restricted Subsidiary in any manner
     material to the Corporation or any Restricted Subsidiary; or

          (9) any instrument governing Indebtedness of a Foreign Subsidiary
     which is permitted by the terms of the Indenture.

          Nothing contained in this Section 5.07 shall prevent the Corporation
or any Restricted Subsidiary from (1) creating, incurring, assuming or suffering
to exist any Liens otherwise permitted in the Section 5.06 covenant or (2)
restricting the sale or other disposition of property or assets of the
Corporation or any of its Restricted Subsidiaries that secure Indebtedness of
the Corporation or any of its Restricted Subsidiaries.

          SECTION 5.08 Limitation on Transactions with Affiliates. The
                       ------------------------------------------
Corporation will not, and will not permit any Restricted Subsidiary to, directly
or indirectly, enter into any transaction or series of related transactions
(including, without limitation, the sale, purchase, exchange or lease of assets,
property or services) with any Affiliate of the Corporation (other than the
Corporation or a Restricted Subsidiary) unless (1) such transaction or series of
transactions is on terms that are not materially less favorable to the
Corporation or such Restricted Subsidiary, as the case may be, than would be
available in a comparable transaction in arm's-length dealings with an unrelated
third party, and (2) the Corporation delivers to the Trustee, with respect to
any transaction or series of related transactions involving aggregate payments
in excess of $5.0 million, an Officers' Certificate certifying that such
transaction or series of related transactions has been approved by a majority of
the members of the Board of Directors of the Corporation and evidenced by a
resolution of the Board of Directors set forth in an Officers' Certificate.
Notwithstanding the foregoing, this covenant will not apply to

               (i) employment agreements, compensation or employee benefit
     arrangements, stock options or stock purchase plans or agreements with or
     for the benefit of any officer, director or employee of the Corporation
     entered into in the ordinary course of business and approved by the Board
     of Directors of the Corporation (including loans and stock repurchase
     arrangements thereunder, customary fringe benefits and including
     reimbursement or advancement of out of pocket expenses, loans to officers,
     directors and employees in the ordinary course of business, reasonable fees
     paid to directors who are not employees of the Corporation, and director's
     and officer's liability insurance and indemnification arrangements);

               (ii) any transaction entered into by or among the Corporation or
     one of its Restricted Subsidiaries with one or more Restricted Subsidiaries
     of the Corporation;

                                    33

<PAGE>

               (iii) the sale, discount or other disposition of accounts
     receivable or inventory to one or more Unrestricted Subsidiaries engaged in
     financing receivables for the benefit of the Corporation or in providing
     lease or similar financing to customers of the Corporation;

               (iv) any Restricted Payment not prohibited by the provisions of
     Section 5.04 of this Indenture;

               (v) transactions permitted by, and complying with, the provisions
     of Section 6.01 of this Indenture;

               (vi) any sale or issuance of Capital Stock (other than
     Disqualified Stock) of the Corporation;

               (vii) the grant or performance of registration rights with
     respect to securities of the Corporation;

               (viii) transactions under and pursuant to the Sherborne
     Agreement; and

               (ix) transactions in which the Corporation or any of its
     Restricted Subsidiaries delivers to the Trustee an opinion from an
     independent nationally recognized financial advisor stating that such
     transaction is fair to the Corporation or such Restricted Subsidiary from a
     financial point of view and meets the requirements of clauses (1) and (2)
     above.

          SECTION 5.09 Limitation on Designation of Unrestricted Subsidiaries.
                       ------------------------------------------------------
The Corporation will not designate any Subsidiary of the Corporation (other than
a newly created Subsidiary in which no Investment in excess of $1,000 has
previously been made) as an "Unrestricted Subsidiary" under the Indenture (a
"Designation") after the Issue Date unless:

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

          (b) the Corporation would not be prohibited under the Indenture from
     making an Investment at the time of Designation in an amount (the
     "Designation Amount") equal to the fair market value of such Restricted
     Subsidiary on such date.

          In the event of any such Designation, the Corporation shall be deemed
to have made an Investment constituting a Restricted Payment pursuant to the
provisions of Section 5.04 of this Indenture for all purposes of the Indenture
in the Designation Amount. Neither the Corporation nor any Restricted Subsidiary
shall at any time (x) provide a Guarantee of or similar undertaking (including
any undertaking, agreement or instrument evidencing such Indebtedness)with
respect to any Indebtedness of an Unrestricted Subsidiary; provided that the
Corporation and its Restricted Subsidiaries may pledge Capital Stock or
Indebtedness of any Unrestricted Subsidiary on a nonrecourse basis such that the
pledgee has no claim whatsoever against the Corporation other than to obtain
such pledged property or (y) be directly or indirectly liable for any
Indebtedness of any Unrestricted Subsidiary, except to the extent permitted
under the provisions of Section 5.04 of this Indenture.

                                       34

<PAGE>

          The Corporation may not revoke any Designation of a Subsidiary as an
Unrestricted Subsidiary (a "Revocation"), unless:

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

          (d) all Liens and Indebtedness of such Unrestricted Subsidiary
     outstanding immediately following such Revocation shall be deemed to have
     been incurred at such time and shall have been permitted to be incurred for
     all purposes of the Indenture.

          All Designations and Revocations must be evidenced by Board
Resolutions delivered to the Trustee certifying compliance with the foregoing
provisions.

          SECTION 5.10 Change of Control. (a) Upon a Change of Control, each
                       -----------------
Holder shall have the right to require that the Corporation repurchase such
Holder's Securities at a purchase price in cash equal to 101% of the principal
amount thereof plus accrued and unpaid interest, if any, to the date of purchase
(subject to the right of Holders of record on a record date to receive interest
on the relevant payment date), in accordance with the terms contemplated in
Section 5.10(b).

          (b) Within 30 days following any Change of Control, the Corporation
shall mail a notice to each Holder with a copy to the Trustee stating:

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

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

          (3) the procedures determined by the Corporation, consistent with this
     Section, that a Holder must follow in order to have its Securities
     purchased.

          (c) Holders electing to have a Note purchased will be required to
surrender the Security, with an appropriate form duly completed, to the
Corporation at the address specified in the notice at least three Business Days
prior to the purchase date. Holders will be entitled to withdraw their election
if the Trustee or the Corporation receives not later than three Business Days
prior to the purchase date, a telegram, telex, facsimile transmission or letter
setting forth the name of the Holder, the principal amount of the Security which
was delivered for purchase by the Holder and a statement that such Holder is
withdrawing his election to have such Security purchased.

          (d) On the purchase date, all Securities to be purchased by the
Corporation under this Section shall be delivered to the Trustee for
cancellation, and the Corporation shall pay the purchase price plus accrued and
unpaid interest, if any, to the Holders entitled thereto.

                                       35

<PAGE>

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

          SECTION 5.11 Compliance Certificate; Notice of Defaults. The
                       ------------------------------------------
Corporation shall deliver to the Trustee within 120 days after the end of each
fiscal year of the Corporation an Officers' Certificate stating that in the
course of the performance by the signers of such Certificate of their duties as
Officers of the Corporation they would normally have knowledge of any Default by
the Corporation and whether or not the signers know of any Default or Event of
Default that occurred during such period. If they do know of such a Default or
Event of Default, the certificate shall describe the Default or Event of
Default, its status and what action the Corporation is taking or proposes to
take with respect thereto.

          Promptly after an Officer of the Corporation obtains knowledge of a
Default or Event of Default under this Indenture, the Corporation will deliver
to the Trustee an Officers' Certificate specifying such Default or Event of
Default and what action the Corporation is taking or proposes to take with
respect thereto.

          SECTION 5.12 Further Instruments and Acts. The Corporation will, upon
                       ----------------------------
request of the Trustee, execute and deliver such further instruments and do such
further acts as may be reasonably necessary or proper to carry out more
effectively the purposes of this Indenture.

                                   ARTICLE 6

                              Successor Corporation
                              ---------------------

          SECTION 6.01 When Corporation May Merge or Transfer Assets. The
                       ---------------------------------------------
Corporation shall not consolidate with or merge with or into, or convey or
transfer or lease in one transaction or a series of related transactions, all or
substantially all of its assets to, another Person unless:

               (i) the resulting, surviving or transferee Person (the "Successor
     Corporation") shall be a Person organized and existing under the laws of
     the United States or any State thereof or the District of Columbia, and (if
     not the Corporation) shall assume by supplemental indenture all the
     obligations of the Corporation under the Securities and this Indenture;

               (ii) immediately after giving effect to such transaction, no
     Default shall have happened and be continuing;

               (iii) immediately after giving effect to such transaction, the
     Corporation would be able to incur an additional $1.00 of Indebtedness
     pursuant to Section 5.03(a); and

                                    36

<PAGE>

               (iv) the Corporation shall have delivered to the Trustee an
     Officers' Certificate and an Opinion of Counsel, each stating that such
     consolidation, merger or transfer and such supplemental indenture comply
     with this Indenture. The Trustee shall be entitled to rely conclusively
     upon such Officers' Certificate and Opinion of Counsel.

          The resulting, surviving or transferee Person shall be the successor
Corporation hereunder, and, in the case of any such transfer, the predecessor
Corporation shall be released from its obligations under this Indenture.

          Notwithstanding the foregoing clauses (ii), (iii) and (iv), any
Restricted Subsidiary may consolidate with, merge into or transfer all or part
of its property and assets to the Corporation.

                                   ARTICLE 7

                              Defaults and Remedies
                              ---------------------

          SECTION 7.01 Events of Default. An "Event of Default" occurs if:
                       -----------------

          (1) the Corporation defaults in the payment of interest on any
     Security when the same becomes due and payable, and such default continues
     for a period of 30 days;

          (2) the Corporation (i) defaults in the payment of the principal of
     any Security when the same becomes due and payable at its Stated Maturity,
     upon redemption, upon declaration or otherwise; or (ii) fails to redeem or
     purchase any securities when required pursuant to the Indenture or the
     Securities;

          (3) the Corporation fails to observe or perform any of its covenants
     or agreements set forth in Sections 5.02, 5.03, 5.04, 5.05, 5.06, 5.07,
     5.08, 5.09, 5.10, 5.11 or 5.12 (other than the failure to purchase
     Securities when required under Section 5.05 or Section 5.10) and 6.01
     hereof and in the Security Agreement and the Default continues for a period
     of 30 days after the notice specified below;

          (4) the Corporation fails to receive the Minimum Available Cash Flow
     during the three-year period ending December 31, 2004;

          (5) the Corporation fails to observe or perform any of its covenants
     or agreements set forth in the Securities or in this Indenture or the
     Security Agreement other than the covenants and agreements specified in
     clause (1), (2) or (3) above and the Default continues for a period of 60
     days after the notice specified below;

          (6) a default or event of default (as such term is defined in the
     instrument or agreement under which any Indebtedness is issued) occurs
     under any instrument under which there may be issued or by which there may
     be secured or evidenced any Indebtedness of the Corporation or any
     Significant Subsidiary (other than Indebtedness of a Restricted Subsidiary
     incurred pursuant to Section 5.03) and the holders of such Indebtedness
     have accelerated such Indebtedness or any default occurs in the payment of
     the principal amount of such Indebtedness at final maturity if the total of
     all such

                                    37

<PAGE>

     Indebtedness which has been so accelerated and all such Indebtedness which
     is overdue shall exceed $5,000,000 or its foreign currency equivalent at
     the time, and there shall have been a failure to obtain rescission or
     annulment of all such accelerations or to pay in full the amount in default
     (together with any applicable interest) by the later of the expiration of
     any applicable grace period or 10 days after the notice specified below;

          (7) any judgment or decree for the payment of money in excess of $5.0
     million or its foreign currency equivalent at the time is entered against
     the Corporation or any Significant Subsidiary, remains outstanding for a
     period of 60 days after the entry of such judgment or decree and is not
     discharged, waived or the execution thereof stayed within 10 days after the
     notice specified below;

          (8) the Corporation or any Significant Subsidiary pursuant to or
     within the meaning of any Bankruptcy Law:

               (A) commences a voluntary case;

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

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

               (D) makes a general assignment for the benefit of its creditors;
          or takes any comparable action under any foreign laws relating to
          insolvency; or

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

               (A) is for relief against the Corporation or any Significant
          Subsidiary in an involuntary case;

               (B) appoints a Custodian of the Corporation or any Significant
          Subsidiary or for any substantial part of its property; or

               (C) orders the winding up or liquidation of the Corporation or
          any Significant Subsidiary;

or any similar relief is granted under any foreign laws; and the order or decree
remains unstayed and in effect for 60 days.

          The term "Bankruptcy Law" means Title 11, United States Code, or any
similar Federal or state law for the relief of debtors. The term "Custodian"
means any receiver, trustee, assignee, liquidator, custodian or similar official
under any Bankruptcy Law.

          A Default under clause (5), (6) or (7) is not an Event of Default
until the Trustee or the Holders of at least 25% in principal amount of the
Securities notify the Corporation of the Default and the Corporation does not
cure such Default within the time specified after receipt of

                                       38

<PAGE>

such notice. Such notice must specify the Default, demand that it be remedied
and state that such notice is a "Notice of Default".

          The Corporation shall deliver to the Trustee, within 30 days after the
occurrence thereof, written notice in the form of an Officers' Certificate of
any event which with the giving of notice and the lapse of time would become an
Event of Default under clause (1), (2), (3), (4), (5), (6) or (7) hereof, its
status and what action the Corporation is taking or proposes to take with
respect thereto.

          The Trustee shall not be charged with knowledge of any Default or
Event of Default unless written notice thereof shall have been given to a Trust
Officer at the Corporate Trust Office of the Trustee by the Corporation or any
other Person.

          SECTION 7.02 Acceleration. If an Event of Default (other than an Event
                       ------------
of Default specified in Section 7.01(8) or (9) with respect to the Corporation)
occurs and is continuing, the Trustee by notice to the Corporation, or the
Holders of at least 25% in principal amount of the Securities by notice to the
Corporation and the Trustee may declare the principal of and accrued interest on
all the Securities to be due and payable. Upon such a declaration, such
principal and interest shall be due and payable immediately. If an Event of
Default specified in Section 7.01(8) or (9) with respect to the Corporation
occurs, the principal of and all accrued interest on the Securities shall ipso
facto become immediately due and payable without any declaration or other action
on the part of the Trustee or any Securityholders. The Holders of a majority in
principal amount of the Securities by notice to the Trustee may rescind an
acceleration and its consequences if the rescission would not conflict with any
judgment or decree and if all existing Events of Default have been cured or
waived except nonpayment of principal or interest that has become due solely
because of acceleration. No such rescission shall affect any subsequent Default
or Event of Default or impair any right consequent thereto.

          SECTION 7.03 Other Remedies. If an Event of Default occurs and is
                       --------------
continuing, the Trustee may pursue any available remedy to collect the payment
of principal of or interest on the Securities or to enforce the performance of
any provision of the Securities or this Indenture or of the Security Agreement.

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

          SECTION 7.04 Waiver of Past Defaults. The Holders of a majority in
                       -----------------------
principal amount of the Securities by notice to the Trustee may waive an
existing Default or Event of Default and its consequences except (i) a Default
in the payment of the principal or interest on a Security or (ii) a Default in
respect of a provision that under Section 10.02 cannot be amended without the
consent of the Securityholders affected. When a Default is waived, it is deemed
cured, but no such waiver shall extend to any subsequent or other Default or
Event of Default or impair any consequent right.

                                       39

<PAGE>

          SECTION 7.05 Control by Majority. The Holders of a majority in
                       -------------------
principal amount of the Securities may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or of
exercising any trust or power conferred on it. However, the Trustee may refuse
to follow any direction that conflicts with law or this Indenture or, subject to
Section 8.01, that the Trustee determines is unduly prejudicial to the rights of
other Securityholders or would involve the Trustee in personal liability;
provided, however, that the Trustee may take any other action deemed proper by
the Trustee that is not inconsistent with such direction. Prior to taking any
action hereunder, the Trustee shall be entitled to indemnification satisfactory
to it in its sole discretion against all losses and expenses caused by taking or
not taking such action.

          SECTION 7.06 Limitation on Suits. A Securityholder may not pursue any
                       -------------------
remedy with respect to this Indenture or the Securities unless:

          (1) the Holder gives to the Trustee written notice stating that an
     Event of Default is continuing;

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

          (3) such Holder or Holders offer and, if requested, provide to the
     Trustee reasonable security or indemnity against any loss, liability or
     expense;

          (4) the Trustee does not comply with the request within 60 days after
     receipt of the request and the offer and, if requested, provision of
     security or indemnity; and

          (5) the Trustee has not received from the Holders of a majority of
     principal amount of the Securities a direction inconsistent with the
     request during such 60-day period.

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

          SECTION 7.07 Rights of Holders To Receive Payment. Notwithstanding any
                       ------------------------------------
other provision of this Indenture, the right of any Holder to receive payment of
principal of and interest on the Securities held by such Holder, on or after the
respective due dates expressed in the Securities, 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 7.08 Collection Suit by Trustee. If an Event of Default in
                       --------------------------
payment of interest or principal specified in Section 7.01(1) or (2) occurs and
is continuing, the Trustee may recover judgment in its own name and as trustee
of an express trust against the Corporation for the whole amount of principal
and interest remaining unpaid and the amounts provided for in Section 8.07.

          SECTION 7.09 Trustee May File Proofs of Claim. Subject to Section
                       --------------------------------
7.05, the Trustee may file such proofs of claim and other papers or documents
and take other action including participating as a member (voting or otherwise)
of any committee of creditors

                                       40

<PAGE>

appointed in the matter as may be necessary or advisable in order to have the
claims of the Trustee and the Securityholders allowed in any judicial
proceedings relative to the Corporation, its creditors or its property and,
unless prohibited by law or applicable regulations, may vote on behalf of the
Holders in any election of a trustee in bankruptcy or other person performing
similar functions, and any Custodian in any such judicial proceeding is hereby
authorized by each Holder to make payments to the Trustee and, in the event that
the Trustee shall consent to the making of such payments directly to the
Holders, to pay to the Trustee any amount due it for the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and its counsel, and any other amounts due
the Trustee under Section 8.07.

          SECTION 7.10 Priorities. If the Trustee collects any money pursuant to
                       ----------
this Article, it shall pay out the money in the following order:

          FIRST: to the Trustee for amounts due under Section 8.07;

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

          THIRD: to the Corporation.

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

          SECTION 7.11 Undertaking for Costs. In any suit for the enforcement of
                       ---------------------
any right or remedy under this Indenture or in any suit against the Trustee for
any action taken or omitted by it as Trustee, a court in its discretion may
require the filing by any party litigant in the suit of an undertaking to pay
the costs of the suit, and the court in its discretion may assess reasonable
costs, including reasonable attorneys' fees, against any party litigant in the
suit, having due regard to the merits and good faith of the claims or defenses
made by the party litigant. This Section does not apply to a suit by the
Trustee, a suit by a Holder pursuant to Section 7.07 or a suit by Holders of
more than 10% in principal amount of the Securities.

          SECTION 7.12 Waiver of Stay or Extension Laws. The Corporation (to the
                       --------------------------------
extent it may lawfully do so) shall not at any time insist upon, or plead, or in
any manner whatsoever claim or take the benefit or advantage of, any stay or
extension law wherever enacted, now or at any time hereafter in force, which may
affect the covenants or the performance of this Indenture; and the Corporation
(to the extent that it may lawfully do so) hereby expressly waives all benefit
or advantage of any such law; and 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.

                                       41

<PAGE>

                                    ARTICLE 8

                                     Trustee
                                     -------

          SECTION 8.01 Duties of Trustee. (a) If an Event of Default has
                       -----------------
occurred and is continuing, the Trustee shall exercise its rights and powers and
use the same degree of care and skill in its exercise as a prudent person would
exercise or use in the circumstances in the conduct of such person's own
affairs.

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

          (1) the duties of the Trustee shall be determined solely by the
     express provisions of this Indenture and the Trustee need perform only
     those duties that are specifically set forth in this Indenture and no
     others and no implied covenants or obligations shall be read into this
     Indenture; 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. However,
     the Trustee shall examine the certificates and opinions to determine
     whether or not they conform to the requirements of this Indenture.

          (c) The Trustee shall 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;

          (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 in
     writing received by it pursuant to Section 7.05.

          (d) Every provision of this Indenture that in any way relates to the
Trustee is subject to paragraphs (a), (b), (c), (e), (f) and (h) of this Section
8.01 and Section 8.02.

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

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

          (g) The Trustee shall not be deemed to know of any Default (other than
those under Sections 7.01 and 7.02) or other fact or circumstances upon the
occurrence of which it may

                                       42

<PAGE>

be require to take action hereunder unless and until one of its Trust Officers
receives written notice of or has actual knowledge thereof.

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

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

          SECTION 8.02 Rights of Trustee. (a) The Trustee may conclusively rely
                       -----------------
on, and shall be protected from acting or refraining from acting based upon, any
document believed by it to be genuine and to have been signed or presented by
the proper person. The Trustee need not investigate any fact or matter stated in
the document.

          (b) Before the Trustee acts or refrains from acting, it may require an
Officers' Certificate or an Opinion of Counsel, which shall comply with the
provisions of Section 13.05. The Trustee shall not be liable for any action it
takes or omits to take in good faith in reliance on the Officers' Certificate or
Opinion of Counsel.

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

          (d) The Trustee shall not be liable for any action it takes or omits
to take in good faith which it believes to be authorized or within its rights or
powers provided that the Trustee's conduct does not constitute negligence or bad
faith.

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

          SECTION 8.03 Individual Rights of Trustee. The Trustee in its
                       ----------------------------
individual or any other capacity may become the owner or pledgee of Securities
and may otherwise deal with the Corporation or its Affiliates with the same
rights it would have if it were not Trustee. However, if the Trustee acquires
any conflicting interest it must eliminate such conflict within 90 days, apply
to the Commission for permission to continue as Trustee or resign. Any Paying
Agent, Registrar or co-registrar may do the same with like rights. However, the
Trustee must comply with Sections 8.10 and 8.11.

          SECTION 8.04 Trustee's Disclaimer. The Trustee shall not be
                       --------------------
responsible for and makes no representation as to the validity or adequacy of
this Indenture or the Securities, it shall not be accountable for the
Corporation's use of the proceeds from the Securities, and it shall not be
responsible for any statement of the Corporation in this Indenture, pursuant to
this Indenture or any document issued in connection with the sale of the
Securities or in the Securities other than the Trustee's certificate of
authentication.

                                       43

<PAGE>

          SECTION 8.05 Notice of Default. If a Default or an Event of Default
                       -----------------
occurs and is continuing and the Trustee has knowledge of such event, the
Trustee shall mail to each Securityholder notice of the Default or Event of
Default within 90 days after the occurrence thereof, unless such Default or
Event of Default has been cured. Except in the case of a Default in payment of
principal of or interest on any Security, the Trustee may withhold the notice if
and as long as a committee of its Trust Officers in good faith determines that
withholding the notice is in the interests of Securityholders.

          SECTION 8.06 Reports by Trustee to Holders. Within 60 days after each
                       -----------------------------
May 15 beginning with the May 15 following the date of this Indenture, the
Trustee if required by TIA Section 313(a) shall mail to each Securityholder a
brief report dated as of May 15 that complies with TIA Section 313(a). The
Trustee also shall comply with TIA Section 313(b).

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

          SECTION 8.07 Compensation and Indemnity. The Corporation shall pay to
                       --------------------------
the Trustee from time to time reasonable compensation for its services. The
Trustee's compensation shall not be limited by any law on compensation of a
trustee of an express trust. The Corporation shall reimburse the Trustee upon
request for all reasonable out-of-pocket expenses incurred or made by it in
addition to the compensation for its services. Such expenses shall include the
reasonable compensation and expenses, disbursements and advances of the
Trustee's agents and counsel. The Corporation shall indemnify the Trustee
against any and all loss, liability or expense (including attorneys' fees)
incurred by it without negligence or bad faith on its part in connection with
the administration of this trust and the performance of its duties hereunder.
The Trustee shall promptly notify the Corporation promptly of any claim for
which it may seek indemnity. Failure by the Trustee to so notify the Corporation
shall not relieve the Corporation of its obligations hereunder. The Corporation
shall defend the claim and the Trustee may have separate counsel and the
Corporation shall pay the fees and expenses of such counsel. The Corporation
need not reimburse any expense or indemnify against any loss or liability
incurred by the Trustee through negligence or bad faith.

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

          The Corporation's payment obligations pursuant to this Section shall
survive the discharge of this Indenture. When the Trustee incurs expenses after
the occurrence of an Event of Default specified in subsection 7.01(6) or (7),
the expenses are intended to constitute expenses of administration under the
Bankruptcy Law.

          SECTION 8.08 Replacement of Trustee. The Trustee may resign at any
                       ----------------------
time by so notifying the Corporation. The Holders of a majority in principal
amount of the Securities

                                       44

<PAGE>

may remove the Trustee by so notifying the Trustee in writing and may appoint a
successor Trustee. The Corporation may remove the Trustee if:

          (1) the Trustee fails to comply with Section 8.10;

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

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

          (4) the Trustee otherwise becomes incapable of acting.

          If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason (the Trustee in such event being referred to
herein as the retiring trustee) the Corporation shall promptly appoint a
successor Trustee.

          A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Corporation. Immediately after
receiving such acceptance, the retiring Trustee shall transfer all property held
by it as Trustee to the successor Trustee, subject to the lien provided for in
Section 8.07, the resignation or removal of the retiring Trustee shall then
become effective, and the successor Trustee shall have all the rights, powers
and duties of the Trustee under this Indenture. A successor Trustee shall mail
notice of its succession to each Securityholder.

          If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Corporation or
the Holders of a majority in principal amount of the Securities may petition any
court of competent jurisdiction for the appointment of a successor Trustee.

          If the Trustee fails to comply with Section 8.10, any Securityholder
may petition any court of competent jurisdiction for the removal of the Trustee
and the appointment of a successor Trustee.

          SECTION 8.09 Successor Trustee by Merger. If the Trustee consolidates
                       ---------------------------
with, merges or converts into, or transfers all or substantially all its
corporate trust business or assets to, another corporation or banking
association, the resulting, surviving or transferee corporation without any
further act shall be the successor Trustee.

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

                                       45

<PAGE>

          SECTION 8.10 Eligibility; Disqualification. The Trustee shall at all
                       -----------------------------

times satisfy the requirements of TIA Section 310(a)(1). The Trustee 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), including the optional provision permitted by the second
sentence of TIA Section 310(b)(9); provided, however, that there shall be
excluded from the operation of TIA Section 310(b)(2) any indenture or indentures
under which other securities or certificates of interest or participation in
other securities of the Corporation are outstanding if the requirement for such
exclusions set forth in TIA Section 310(b)(1) are met.

          SECTION 8.11 Preferential Collection of Claims Against Corporation.
                       -----------------------------------------------------
The Trustee shall comply with TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). A Trustee who has resigned or been
removed shall be subject to TIA Section 311(a) to the extent indicated.

                                   ARTICLE 9

                     Satisfaction and Discharge of Indenture
                     ---------------------------------------

          SECTION 9.01 Discharge of Liability on Securities; Defeasance. (a)
                       ------------------------------------------------
When (i) the Corporation delivers to the Trustee all outstanding Securities
(other than Securities replaced pursuant to Section 2.10) for cancellation or
(ii) all outstanding Securities have become due and payable and the Corporation
irrevocably deposits with the Trustee funds sufficient to pay at maturity or
upon redemption all outstanding Securities including interest thereon if any
(other than Securities replaced pursuant to Section 2.10), and if in either case
the Corporation pays all other sums payable hereunder by the Corporation, then
this Indenture shall, subject to Sections 9.01(c) and 9.06, cease to be of
further effect. Upon satisfaction of the conditions set forth herein and upon
the Corporation's request (and at the Corporation's expense), the Trustee shall
acknowledge satisfaction and discharge of this Indenture on demand of the
Corporation accompanied by an Officers' Certificate and an Opinion of Counsel
and at the cost and expense of the Corporation.

          (b) Subject to Sections 9.01(c), 9.02 and 9.06, the Corporation at any
time may terminate (i) all its obligations under the Securities and this
Indenture ("legal defeasance option") or (ii) its obligations under Sections
5.02 through 5.12 and Section 6.01(a)(iii) and the operation of Sections
7.01(3), 7.01(4), 7.01(5), 7.01(6) and 7.01(7)(with respect to Significant
Subsidiaries) ("covenant defeasance option"). The Corporation may exercise its
defeasance option notwithstanding its prior exercise of its covenant defeasance
option.

          If the Corporation exercises its legal defeasance option, the
Securities may not be accelerated because of an Event of Default. If the
Corporation exercises its covenant defeasance option, the Securities, may not be
accelerated because of an Event of Default specified in Sections 7.01(3), (4),
(5), (6) and (7) (with respect to Significant Subsidiaries) or because of the
failure of the Corporation to comply with Section 6.01(a)(iii).

          Before or after a deposit, the Corporation may make arrangements
satisfactory to the Trustee for the redemption of Securities at a future date in
accordance with Article 4.

                                       46

<PAGE>

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

          (c) Notwithstanding clauses (a) and (b) above, the Corporation's
obligations in Sections 2.03, 2.04, 2.05, 2.08, 2.09, 8.07, 8.08, 9.04, 9.05 and
9.06 shall survive until the Securities have been paid in full. Thereafter the
Corporation's obligations in Sections 8.07, 9.04 and 9.05 shall survive.

          SECTION 9.02 Conditions to Defeasance. The Corporation may exercise
                       ------------------------
its legal defeasance option or its covenant defeasance option only if:

          (1) the Corporation irrevocably deposits in trust with the Trustee
     money or U.S. Government Obligations for the payment of principal and
     interest on the Securities to maturity or redemption, as the case may be;

          (2) the Corporation delivers to the Trustee a certificate from a
     nationally recognized firm of independent accountants expressing their
     opinion that the payments of principal and interest when due and without
     reinvestment on the deposited U.S. Government Obligations plus any
     deposited money without investment will provide cash at such times and in
     such amounts (but not more than such amounts) as will be sufficient to pay
     principal and interest when due on all the Securities to maturity or
     redemption, as the case may be;

          (3) 123 days pass after the deposit is made and during the 123 day
     period no Event of Default specified in Section 7.01(7) or (8) (without
     giving effect to the period of time referred to therein) occurs which is
     continuing at the end of the period;

          (4) no Default or Event of Default has occurred and is continuing on
     the date of such deposit and after giving effect thereto and is not
     prohibited by Article 12;

          (5) the Corporation delivers to the Trustee an Opinion of Counsel to
     the effect that the trust resulting from the deposit does not constitute,
     or is qualified as, a regulated investment Corporation under the Investment
     Corporation Act of 1940;

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

          (7) in the case of the covenant defeasance option, the Corporation
     shall have delivered to the Trustee an opinion of Counsel to the effect
     that the Securityholders will not recognize income, gain or loss for
     Federal income tax purposes as a result of such

                                    47

<PAGE>

     covenant defeasance and will be subject to Federal income tax on the same
     amounts, in the same manner and at the same times as would have been the
     case if such covenant defeasance had not occurred; and

          (8) the Corporation delivers to the Trustee an Officers' Certificate
     and an Opinion of Counsel, each stating that all conditions precedent to
     the defeasance and discharge of the Securities as contemplated by this
     Article 9 have been complied with.

          SECTION 9.03 Application of Trust Money. The Trustee shall hold in
                       --------------------------
trust money or U.S. Government Obligations deposited with it pursuant to Section
9.02. It shall apply the deposited money and the money from U.S. Government
Obligations through the Paying Agent and in accordance with this Indenture to
the payment of principal of and interest on the Securities. Money and securities
so held in trust are not subject to Article 12.

          SECTION 9.04 Repayment to Corporation. The Trustee and the Paying
                       ------------------------
Agent shall promptly turn over to the Corporation upon request any excess money
or securities held by them at any time.

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

          SECTION 9.05 Indemnity for Government Obligations. The Corporation
                       ------------------------------------
shall pay and shall indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against deposited U.S. Government Obligations or the
principal and interest received on such U.S. Government Obligations.

          SECTION 9.06 Reinstatement. If the Trustee or Paying Agent is unable
                       -------------
to apply any money or U.S. Government Obligations in accordance with Article 9
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 Corporation's obligations under this Indenture and the
Securities shall be revived and reinstated as though no deposit had occurred
pursuant to Article 9 until such time as the Trustee or Paying Agent is
permitted to apply all such money or U.S. Government Obligations in accordance
with this Article 9; provided, however, that if the Corporation has made any
payment of interest on or principal of any Securities because of the
reinstatement of its obligations, the Corporation shall be subrogated to the
rights of the Holders of such Securities to receive such payment from the money
or U.S. Government Obligations held by the Trustee or Paying Agent.

                                   ARTICLE 10

                       Amendments, Supplements and Waivers
                       -----------------------------------

          SECTION 10.01 Without Consent of Holders. The Corporation and the
                        --------------------------
Trustee may amend or supplement this Indenture or the Securities or the Security
Agreement without notice to or consent of any Securityholder:

                                       48

<PAGE>

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

          (2) to comply with Article 6;

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

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

          (5) to comply with any requirements of the SEC in connection with the
     qualification of the Indenture under the TIA; or

          (6) to make any change that does not materially adversely affect the
     legal rights of any Securityholder under this Indenture.

          Upon the Corporation's request, after receipt by the Trustee of a
resolution of the Board of Directors authorizing the execution of any amended or
supplemental indenture, the documents described in Section 10.06 hereof, the
Trustee shall join with the Corporation in the execution of any amended or
supplemental indenture authorized or permitted by the terms of this Indenture
and to make any further appropriate agreements and stipulations that may be
contained in any such amended or supplemental indenture, but the Trustee shall
not be obligated to enter into an amended or supplemental indenture that affects
its own rights, duties or immunities under this Indenture or otherwise.

          SECTION 10.02 With Consent of Holders. The Corporation may amend or
                        -----------------------
supplement this Indenture or the Securities or the Security Agreement without
notice to any Securityholder but with the written consent of the Holders of at
least a majority in principal amount of the Securities. The Holders of a
majority in principal amount of the Securities may waive any past default or
compliance by the Corporation with any provision of this Indenture or the
Securities or the Security Agreement without notice to any Securityholder.
However, without the consent of each Securityholder affected, an amendment,
supplement or waiver, including a waiver pursuant to Section 7.04, may not:

          (1) reduce the amount of Securities whose Holders must consent to an
     amendment, supplement or waiver;

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

          (3) reduce the principal of or extend the fixed maturity of any
     Security;

          (4) reduce the premium payable upon the redemption of any Security or
     change the time whereby any Security may be redeemed in accordance with
     Article 4;

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

          (6) make any change in Section 7.04 or 7.07 or this Section; or

                                       49

<PAGE>

          (7) waive any Default in the payment of principal of or interest on
     any Security.

          Upon the Corporation's request and after receipt by the Trustee of a
resolution of the Board of Directors authorizing the execution of any
supplemental indenture, evidence of the Holders' consent, and the documents
described in Section 10.06 hereof, the Trustee shall join with the Corporation
in the execution of any amended or supplemental indenture unless such amended or
supplemental indenture affects the Trustee's own rights, duties or immunities
under this Indenture or otherwise, in which case the Trustee may in its
discretion, but not be obligated to, enter into such amended or supplemental
indenture.

          It shall not be necessary for the consent of the Holders under this
Section 10.02 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 under this Section becomes effective, the
Corporation shall mail to Securityholders a notice briefly describing such
amendment. The failure to give such notice to all Securityholders, or any defect
therein, shall not impair or affect the validity of an amendment otherwise
validly adopted under this Section 10.02.

          SECTION 10.03 Compliance with Trust Indenture Act. Every amendment to
                        -----------------------------------
or supplement of this Indenture or the Securities shall comply with the TIA as
then in effect.

          SECTION 10.04 Revocation and Effect of Consents. A consent to an
                        ---------------------------------
amendment, supplement or waiver by a Holder of a Security shall bind the Holder
and every subsequent Holder of that Security or portion of the Security that
evidences the same debt as the consenting Holder's Security, even if notation of
the consent is not made on the Security. However, any such Holder or subsequent
Holder may revoke the consent as to such Holder's Security or portion of the
Security if the Trustee receives the notice of revocation before the date the
amendment, supplement or waiver becomes effective. After an amendment,
supplement or waiver becomes effective in accordance with Section 10.01 or
10.02, it shall bind every Securityholder.

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

          SECTION 10.05 Notation on or Exchange of Securities. If an amendment,
                        -------------------------------------
supplement or waiver changes the terms of a Security, the Trustee may require
the Holder of the Security to deliver it to the Trustee. The Trustee may place
an appropriate notation on the Security regarding the changed terms and return
it to the Holder. Alternatively, if the

                                       50

<PAGE>

Corporation or the Trustee so determines, the Corporation in exchange for the
Security shall issue and the Trustee shall authenticate a new Security that
reflects the changed terms.

          SECTION 10.06 Trustee To Sign Amendments. The Trustee shall sign any
                        --------------------------
amendment, supplement or waiver authorized pursuant to this Article if the
amendment, supplement or waiver does not adversely affect the rights, duties,
liabilities or immunities of the Trustee. If it does, the Trustee may but need
not sign it. In signing such amendment, supplement or waiver the Trustee shall
be entitled to receive an indemnity satisfactory to it and to receive, and
(subject to Section 8.01) shall be fully protected in relying upon, an Officers'
Certificate and an Opinion of Counsel stating that such amendment, supplement or
waiver is authorized or permitted by this Indenture.

          SECTION 10.07 Payment for Consent. Neither the Corporation nor any
                        -------------------
Affiliate of the Corporation shall, directly or indirectly, pay or cause to be
paid any consideration, whether by way of interest, fee or otherwise, to any
Holder for or as an inducement to any consent, waiver or amendment of any of the
terms or provisions of this Indenture or the Securities unless such
consideration is offered to be paid to all Holders that so consent, waive or
agree to amend in the time frame set forth in solicitation documents relating to
such consent, waiver or agreement.

                                   ARTICLE 11

                            Concerning the Collateral
                            -------------------------

          SECTION 11.01 Security Agreement. To secure the due and punctual
                        ------------------
payment of the principal of and interest on the Securities when and as the same
shall be due and payable, whether on a payment date, at maturity, by
acceleration or otherwise, and interest on the overdue principal of and interest
(to the extent permitted by law), if any, on the Securities and performance of
all other obligations of the Corporation to the Holders or the Trustee under
this Indenture and the Securities, according to the terms hereunder or
thereunder, the Corporation has simultaneously with the execution of this
Indenture granted a security interest to the Trustee, as Collateral Agent, of
its right, title and interest in and to the Collateral pursuant to the Security
Agreement in the manner and to the extent therein provided. The Trustee is
hereby authorized ands directed to execute and deliver such Security Agreement
in the form presented to it. Each Holder, by accepting a Security, authorizes
the Trustee to enter into and perform the Security Agreement, and agrees to all
of the terms and provisions of the Security Agreement, as the same may be in
effect or may be amended from time to time pursuant to its terms and the terms
hereof. The Corporation will execute, acknowledge and deliver to the Trustee, as
the Collateral Agent, such further assignments, transfers, assurances or other
instruments as the Trustee may require or request, and will do or cause to be
done all such acts and things as may be necessary or proper, or as may be
reasonably required by the Trustee, as the Collateral Agent, including the
furnishing of an Opinion of Counsel, to assure and confirm to the Trustee, as
the Collateral Agent the security interest in the Collateral contemplated
hereby, by the Security Agreement, or by any part thereof, as from time to time
constituted, so as to render the same available for the security and benefit of
this Indenture and of the Securities secured hereby, according to the intent and
purposes herein expressed.

                                       51

<PAGE>

          SECTION 11.02 Payment of Expenses. On demand of the Trustee, the
                        -------------------
Corporation forthwith shall pay or satisfactorily provide for payment of
reasonable compensation, reimbursement of expenses and indemnification of the
Trustee as Collateral Agent, and all such sums shall be a lien upon the
Collateral and shall be secured thereby.

          SECTION 11.03 Opinions as to Recording, etc. If this Indenture is
                        -----------------------------
being qualified under the TIA:

          (a) the Corporation shall furnish to the Trustee, promptly after the
     execution of this Indenture on the Security Agreement, an Opinion of
     Counsel either stating that in the opinion of such Counsel the actions
     necessary to be taken with respect to the recording, registering and filing
     of this Indenture, financing statements or other instruments to make
     effective the lien intended to be created by the Security Agreement have
     been taken, and reciting the details thereof, or stating that no such
     action is necessary to make such lien effective; and

          (b) the Corporation shall furnish to the Trustee within one hundred
     twenty (20) days after January 1 in each year, beginning with January 1,
     2003, an Opinion of Counsel, dated such date, either (i) stating that in
     the opinion of such Counsel, action has been taken with respect to the
     recording, registering, filing, re-recording, re-registering or re-filing
     of all supplemental indentures, financing statements, continuation
     statements or other instruments of further assurance as is necessary to
     maintain the lien under the Security Agreement, and reciting the details
     thereof, or (ii) stating that no such action is necessary to maintain such
     lien.

          SECTION 11.04 Authorization of Actions to be Taken by the Trustee
                        ---------------------------------------------------
Under the Security Agreement. The Trustee may, in its sole discretion and
----------------------------
without the consent of the Holders, take all actions it deems necessary or
appropriate to (a) enforce any of the terms of the Security Agreement and (b)
collect and receive any and all amounts payable in respect of the obligations of
the Corporation hereunder. Subject to the provisions of this Indenture and the
Security Agreement the Trustee 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 acts which may be unlawful or in violation of the Security
Agreement or this Indenture, and such suits and proceedings as the Trustee may
deem expedient to reserve or protect its interest and the interests of the
Holders in the Collateral (including 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 hereunder or be prejudicial to the
interests of the Holders or of the Trustee).

          SECTION 11.05 Authorization of Receipt of Funds by the Trustee under
                        ------------------------------------------------------
the Security Agreement. The Trustee is authorized to receive any funds for the
----------------------
benefit of Holders distributed under the Security Agreement, and to make further
distributions of such funds to the Holders according to the provisions of this
Indenture.

                                       52

<PAGE>

                                   ARTICLE 12

                                  Subordination
                                  -------------

          SECTION 12.01 Agreement to Subordinate. The Corporation agrees, and
                        ------------------------
each Securityholder by accepting a Security agrees, that the indebtedness
evidenced by the Securities is subordinated in right of payment, to the prior
payment in full of the Senior Discount Notes, and that the subordination is for
the benefit of the holders of the Senior Discount Notes.

          SECTION 12.02 Liquidation; Dissolution; Bankruptcy. Upon any
                        ------------------------------------
distribution to creditors of the Corporation in a liquidation, dissolution or
winding up of the Corporation or in a bankruptcy, reorganization, insolvency,
receivership or similar proceeding relating to the Corporation or its property:

          (1) holders of the Senior Discount Notes shall be entitled to receive
     cash payment in full of the principal of, interest on and all other
     obligations due in respect of the Senior Discount Notes (including, to the
     extent permitted by applicable law, interest on or after the commencement
     of a bankruptcy, reorganization, insolvency, receivership or similar
     proceeding relating to the Corporation or its property, whether or not
     representing an allowed claim in such proceeding) before the
     Securityholders shall be entitled to receive any payments of principal of
     or premium, if any, or interest on or other obligations due in respect of
     the Securities; and

          (2) until the principal of, interest on and all other obligations due
     in respect of the Senior Discount Notes have been paid in full in cash, any
     distribution of cash, securities or other property to which Securityholders
     would be entitled but for this Article shall be made to the holders of the
     Senior Discount Notes as their interests may appear.

          SECTION 12.03 Corporation Not to Make Payments With Respect to
          --------------------------------------------------------------
Securities While Senior Discount Notes are Outstanding. The principal of,
------------------------------------------------------
interest on and all other obligations due in respect of the Senior Discount
Notes shall first be paid in full in cash, before any payment (including any
payment as a result of any acceleration of the Securities) is made on account of
the principal of or premium, if any, or interest on, or other obligations due in
respect of the Securities or on account of the purchase, redemption, defeasance
or other acquisition in respect of any of the Securities.

          SECTION 12.04 Subordination of Security Interest. The security
                        ----------------------------------
interest in the Collateral granted to the Trustee for the benefit of the
Securityholders as security for the payment of the Securities shall be, in all
respects, subject, junior and subordinate to the security interest in the
Collateral granted to holders of the Senior Discount Notes or to any agent
acting on behalf of the holders of the Senior Discount Notes, notwithstanding
anything to the contrary contained in any agreement or filing to which the
Trustee or any Securityholder may now or hereafter be a party, and irrespective
of the time, order or method of attachment or perfection of any financing
statements or other security interests or any defect or deficiency or alleged
defect or deficiency in any of the foregoing. The proceeds of any sale,
disposition or other realization upon all or any part of the Collateral, after
satisfaction of the expenses of the collection of such Collateral and the
enforcement of the rights of the holders of the Senior Discount Notes in such

                                       53

<PAGE>

Collateral, shall be applied to the payment in fall in cash of the principal of,
interest on and all other obligations due in respect of the Senior Discount
Notes before the Securityholders shall be entitled to receive any portion of
such proceeds in respect of the Securities. The security interest priorities
provided in this Article shall not be altered or otherwise affected by any
amendment, modification, supplement, extension, renewal, restatement or
refinancing of either the Senior Discount Notes or the Securities, nor by any
action or inaction which the holders of the Senior Discount Notes, any agent
acting on behalf of the holders of the Senior Discount Notes, the Trustee or any
Securityholder may take or fail to take in respect of the Collateral. The
Trustee (for itself and on behalf of the Securityholders) agrees that it will
not contest the validity, perfection, priority or enforceability of the security
interests in the Collateral of the holders of the Senior Discount Notes or of
any agent acting on behalf of the holders of the Senior Discount Notes, or the
respective priorities of the security interests securing the Senior Discount
Notes and the Securities set forth in this Article, or the validity or
reasonableness of any act or omission by the holders of the Senior Discount
Notes or by any agent acting on behalf of the Senior Discount Notes, including,
without limitation, the timing, method, or manner of collecting or otherwise
realizing upon the Collateral. As between the holders of the Senior Discount
Notes and the Securityholders, the terms of this Article shall govern even if
part or all of the Senior Discount Notes or the security interests securing
payment and performance thereof are not perfected or are avoided, disallowed,
set aside or otherwise invalidated in any judicial proceeding or otherwise.

          SECTION 12.05 Acceleration of Securities. If payment of the Securities
                        --------------------------
is accelerated because of an Event of Default, the Corporation shall promptly
notify holders of the Senior Discount Notes of the acceleration.

          SECTION 12.06 When Distribution Must Be Paid Over. If a distribution
                        -----------------------------------
is made to Securityholders that, because of this Article, should not have been
made to them, the Securityholders who receive the distribution shall hold the
same in trust for the holders of the Senior Discount Notes and shall pay it over
to the holders of the Senior Discount Notes as their interests may appear.

          SECTION 12.07 Notice by Corporation. The Corporation shall promptly
                        ---------------------
notify the Trustee and the Paying Agent of any facts known to the Corporation
that would cause a payment of principal of or premium, if any, or interest on
the Securities to violate this Article.

          SECTION 12.08 Subrogation. After the principal of, interest on and all
                        -----------
other obligations due in respect of the Senior Discount Notes has been paid in
full and until the Securities are paid in full, Securityholders shall be
subrogated to the rights of holders of the Senior Discount Notes to receive
distributions applicable to the Senior Discount Notes to the extent that
distributions otherwise payable to the Securityholders have been applied to the
payment of the Senior Discount Notes. A distribution made under this Article to
holders of the Senior Discount Notes which otherwise would have been made to
Securityholders is not, as between the Corporation and Securityholders, a
payment by the Corporation on the Senior Discount Notes.

          SECTION 12.09 Relative Rights. This Article defines the relative
                        ---------------
rights of Securityholders and holders of the Senior Discount Notes. Nothing in
this Indenture shall:

                                       54

<PAGE>

          (1) impair, as between the Corporation and Securityholders, the
     obligation of the Corporation, which is absolute and unconditional, to pay
     principal of and premium, if any, and interest on the Securities in
     accordance with their terms;

          (2) affect the relative rights of Securityholders and creditors of the
     Corporation, other than holders of the Senior Discount Notes; or

          (3) prevent the Trustee or any Securityholder from exercising its
     available remedies upon a Default, subject to the rights of holders of the
     Senior Discount Notes to receive distributions otherwise payable to
     Securityholders.

If the Corporation fails because of this Article to pay principal of or premium,
if any, or interest on a Security on the due date, such failure shall
nevertheless be deemed a Default.

          SECTION 12.10 Subordination May Not Be Impaired by Corporation. No
                        ------------------------------------------------
right of any holder of the Senior Discount Notes, or any agent acting on behalf
of the Senior Discount Notes, to enforce the subordination of the indebtedness
evidenced by the Securities or the subordination of the security interest
securing the Securities, shall be impaired by any act or failure to act by the
Corporation or by its failure to comply with the terms of this Indenture.

          SECTION 12.11 Effectuation of Subordination by Trustee. Each
                        ----------------------------------------
Securityholder, by acceptance of a Security, authorizes and directs the Trustee
on behalf of such Securityholder to take such action as may be necessary or
appropriate to effectuate the subordination provided in this Article and
appoints the Trustee attorney-in-fact for such Securityholder for any and all
such purposes.

                                   ARTICLE 13

                                  Miscellaneous
                                  -------------

          SECTION 13.01 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.

          SECTION 13.02 Notices. Any notice or communication shall be
                        -------
sufficiently given if in writing and delivered in person or mailed by
first-class mail addressed as follows:

                  if to the Corporation:

                           Ampex Corporation
                           135 East 57th Street
                           New York, New York  10022

                  if to the Trustee:

                           State Street Bank and Trust Company
                           2 Avenue de Lafayette - 6th Floor
                           Boston, Massachusetts 02111-1724

                                       55

<PAGE>

                           Attention:  Corporate Trust Administration
                           Re:  Ampex 12% Senior Secured Notes due 2008
                           Telephone:  (617) 662-1686
                           Telecopier:  (617) 662-1467

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

          Any notice or communication mailed to a Securityholder shall be mailed
to the Securityholder at the Securityholder's address as it appears on the
registration books of the Registrar and shall be sufficiently given if so mailed
within the time prescribed.

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

          SECTION 13.03 Communication by Holders with Other Holders.
                        -------------------------------------------
Securityholders may communicate pursuant to TIA Section 312(b) with other
Securityholders with respect to their rights under this Indenture or the
Securities. The Corporation, the Trustee, the Registrar and anyone else shall
have the protection of TIA Section 312(c).

          SECTION 13.04 Certificate and Opinion as to Conditions Precedent. Upon
                        --------------------------------------------------
any request or application by the Corporation to the Trustee to take any action
or refrain from taking any action under this Indenture, the Corporation shall
furnish to the Trustee upon the Trustee's 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, if any, provided for in this Indenture relating
     to the proposed action have been complied with; and

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

          SECTION 13.05 Statements Required in Certificate or Opinion. Each
                        ---------------------------------------------
certificate or opinion with respect to compliance with a covenant or condition
provided for in this Indenture shall include:

          (1) a statement that the 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;

                                       56

<PAGE>

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

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

          SECTION 13.06 When Treasury Securities Disregarded. In determining
                        ------------------------------------
whether the Holders of the required principal amount of Securities have
concurred in any direction, waiver or consent, Securities owned by the
Corporation or by any person directly or indirectly controlling or controlled by
or under direct or indirect common control with the Corporation shall be
disregarded and deemed not to be outstanding, except that for the purpose of
determining whether the Trustee shall be protected in relying on any such
direction, waiver or consent, only Securities which the Trustee knows are so
owned shall be so disregarded. Also, subject to the foregoing, only Securities
outstanding at the time shall be considered in any such determination.

          SECTION 13.07 Rules by Trustee, Paying Agent and Registrar. The
                        --------------------------------------------
Trustee may make reasonable rules for action by or a meeting of Securityholders.
The Registrar and the Paying Agent may make reasonable rules for their
functions.

          SECTION 13.08 Legal Holidays. A "Legal Holiday" is a Saturday, a
                        --------------
Sunday or a day on which banking institutions are not required to be open in the
State of New York, or in the Commonwealth of Massachusetts. If a payment date is
a Legal Holiday, payment shall be made on the next succeeding day that is not a
Legal Holiday, and no interest shall accrue for the intervening period. If a
regular record date is a Legal Holiday, the record date shall not be affected.

          SECTION 13.09 Governing Law. The laws of the State of New York shall
                        -------------
govern this Indenture and the Securities without giving effect to applicable
principles of conflicts of law to the extent that the application of the laws of
another jurisdiction would be required thereby.

          SECTION 13.10 No Recourse Against Others. No director, officer,
                        --------------------------
employee or stockholder, as such, of the Corporation shall have any liability
for any obligations of the Corporation under the Securities or this Indenture or
for any claim based on, or in respect of or by reason of such obligations or
their creation. By accepting a Security, each Securityholder shall waive and
release all such liability.

          SECTION 13.11 Successors. All agreements of the Corporation in this
                        ----------
Indenture and the Securities shall bind its successor. All agreements of the
Trustee in this Indenture shall bind its successor.

          SECTION 13.12 Counterparts. This Indenture may be executed in any
                        ------------
number of counterparts and by the parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement.

                                       57

<PAGE>

                                            AMPEX CORPORATION,


                                            By:/s/ Craig L. McKibben
                                               ---------------------------------
                                               Title: Vice President


                                            STATE STREET BANK AND TRUST COMPANY,
                                               as Trustee


                                            By:/s/ Jacklyn Thompson
                                               ---------------------------------
                                               Title: Asst. Vice President

                                       58

<PAGE>

                                                                       EXHIBIT A

                       [RESTRICTIVE LEGENDS IF APPLICABLE]

                                                                 CUSIP NO.
                                                                          ------
                           [FORM OF FACE OF SECURITY]

          No.
          $
                                AMPEX CORPORATION

                        12% Senior Secured Note Due 2008


          Ampex Corporation, a Delaware corporation, promises to pay to     , or
                                                                       -----
registered assigns, the principal sum of             Dollars on August 15, 2008.
                                        -------------

          Payment Dates: February 15 and August 15, commencing August 15, 2002.

          Record Dates: February 1 and August 1, commencing August 1, 2002.

          Additional provisions of this Security are set forth on the following
pages of this Security.

Dated:

                                            AMPEX CORPORATION,


                                                 By:
                                                    ----------------------------
                                                    President


                                                    ----------------------------
                                                    Assistant Secretary
TRUSTEE'S CERTIFICATE OF
      AUTHENTICATION

Dated:                                                                    [SEAL]

STATE STREET BANK AND TRUST COMPANY,
  as Trustee, certifies that this is
  one of the Securities referred to
  in the Indenture.


  by
     ------------------------
     Authorized Signatory

<PAGE>

                       [FORM OF REVERSE SIDE OF SECURITY]

                        12% Senior Secured Note Due 2008

          Capitalized terms used herein without definition shall have the
meanings ascribed to them in the Indenture dated as of February 22, 2002 between
Ampex Corporation, a Delaware corporation (the "Corporation"), and State Street
Bank and Trust Company, a Massachusetts trust company, as trustee ("Trustee"),
as amended from time to time in accordance with its terms (the "Indenture"), to
which Indenture reference is hereby made for a statement of respective rights,
limitations of rights, duties, obligations and immunities thereunder of the
Corporation, the Trustee and the Holders of the Securities, and of the terms
upon which the Securities are, and are to be, authenticated and delivered.

1.   Interest
     --------

          The Corporation promises to pay interest on the principal amount of
this Security at the rate per annum shown above solely out of Available Cash
Flow for the six-month period ending December 31 or June 30 of each year next
preceding the applicable payment date. If with respect to any payment date, the
Available Cash Flow would be insufficient to make such payment in cash, the
Corporation shall issue additional Securities in an aggregate amount equal to
the amount of the interest otherwise payable on such payment date in accordance
with Section 2.14 of the Indenture; provided, however, that, payment of accrued
and unpaid interest on the Securities at the stated maturity or upon
acceleration shall be due and payable in cash only. Additional Securities shall
be governed by, and entitled to the benefits of, the Indenture. The Corporation
will pay interest to Holders of record at the close of business on the February
1st and August 1st immediately preceding the payment date on February 15 and
August 15 of each year, commencing August 15, 2002. Interest on the Securities
will accrue from the most recent date to which interest has been paid or, if no
interest has been paid, from the Issue Date. Interest will be computed on the
basis of a 360-day year of twelve 30-day months.

2.   Mandatory Prepayment
     --------------------

          In addition to interest payments as set forth in paragraph 1 above,
the Securities are subject to mandatory prepayment payable out of Available Cash
Flow under the circumstances set forth in Section 3.03 of the Indenture.

3.   Method of Payment
     -----------------

          The Corporation will pay interest on the Securities (except defaulted
interest) or make mandatory prepayment, as the case may be, to the persons who
are registered holders of Securities at the close of business on the February 1
or August 1 next preceding the payment date even if Securities are canceled
after the record date and on or before the payment date. Holders must surrender
Securities to a Paying Agent to collect amounts due upon final maturity of the
Securities. The Corporation will pay principal and interest in (other than
interest payable in additional Securities as provided above) money of the United
States that at the time of payment

                                        2

<PAGE>

is legal tender for payment of public and private debts. However, the
Corporation may pay principal and interest by check payable in such money. It
may mail an interest check to a Holder's registered address. At its option, the
Corporation may pay principal and interest by wire transfer to an account
designated in writing by the Holder.

4.   Paying Agent and Registrar
     --------------------------

          Initially, Trustee will act as Paying Agent and Registrar. The
Corporation may appoint and change any Paying Agent, Registrar or co-registrar
without prior notice to any holder, but will promptly notify the Trustee of any
change. The Corporation or any of its Subsidiaries may act as Paying Agent,
Registrar or co-registrar.

5.   Indenture
     ---------

          The Corporation issued the Securities under the Indenture. The terms
of the Securities include those stated in the Indenture and those made part of
the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code
Section 77aaa-77bbbb) as in effect on the date of the Indenture (the "Act"). The
Securities are subject to all such terms, and Securityholders are referred to
the Indenture and the Act for a statement of those terms.

          The Securities are general obligations of the Corporation limited to
$50,000,000 aggregate principal amount (subject to Section 2.11 of the
Indenture) plus additional Securities issuable in payment of interest as
provided hereunder. The Indenture imposes certain limitations on the payment of
dividends and other distributions by the Corporation and certain of its
Subsidiaries, the sale or transfer of assets, the sale or transfer of shares of
stock of certain of its Subsidiaries, the incurrence of debt by the Corporation
and certain of its Subsidiaries and transactions with affiliates.

6.   Subordination
     -------------

          The Securities are subordinated to the prior payment in full of
certain Senior Discount Notes as provided in Article 12 of the Indenture.

7.   Optional Redemption
     -------------------

          Subject to the prior payment of the Senior Discount Notes, the
Corporation may redeem the Securities at any time as a whole, or from time to
time in part, at a redemption price equal to 100% of the principal amount to be
redeemed plus accrued interest to the redemption date.

8.   Notice of Redemption
     --------------------

          Notice of redemption will be mailed at least 30 days but not more than
60 days before the redemption date to each Holder of Securities to be redeemed
at the Holder's registered address. If money sufficient to pay the redemption
price and accrued interest on all Securities to be redeemed on the redemption
date is deposited with the Paying Agent prior to the redemption date, on and
after such date interest ceases to accrue on such Securities or portions of
them.

                                        3

<PAGE>

Securities in denominations larger than $1,000 may be redeemed in part but only
in whole multiples of $1,000.

9.   Security
     --------

          The Securities are secured by a lien on the Collateral (subject to the
rights of the holders of the Senior Discount Notes granted pursuant to a Senior
Security Agreement) pursuant to a Security Agreement described in the Indenture.

10.  Denominations; Transfer; Exchange
     ---------------------------------

          The Securities are in registered form without coupons in denominations
of $1,000 and whole multiples of $1,000. A Holder may transfer or exchange
Securities in accordance with the Indenture. The Registrar may require a Holder,
among other things, to furnish appropriate endorsements and transfer documents
and to pay any taxes and fees required by law or permitted by the Indenture. The
Registrar need not transfer or exchange any Securities selected for redemption
(except, in the case of a Security to be redeemed in part, the portion of the
Security not to be redeemed) or any Securities for a period of 15 days before a
selection of Securities to be redeemed or before an payment date.

11.  Persons Deemed Owners
     ---------------------

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

12.  Unclaimed Money
     ---------------

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

13.  Satisfaction and Discharge of Indenture
     ---------------------------------------

          On the terms and subject to certain conditions specified in the
Indenture, the Corporation will be discharged from the Indenture and the
Securities (other than certain specified provisions) or will be discharged from
certain covenants under the Indenture and the Securities upon deposit with the
Trustee of moneys or U.S. Government Obligations sufficient to pay at maturity
or upon redemption all Securities not previously delivered to the Trustee for
cancellation, including principal and accrued interest and all other sums then
payable by the Corporation under the Indenture.

14.  Amendment, Supplement, Waiver
     -----------------------------

          Subject to certain exceptions, (i) the Indenture or the Securities may
be amended or supplemented with the written consent of the Holders of at least a
majority in principal amount outstanding of the Securities, and (ii) any past
default or noncompliance with any

                                        4

<PAGE>

provision may be waived with the written consent of the Holders of a majority in
principal amount outstanding of the Securities. Subject to certain exceptions,
without the consent of any Securityholder, the Corporation and the Trustee may
amend or supplement the Indenture or the Securities to cure any ambiguity,
omission, defect or inconsistency, or to comply with Article 6 of the Indenture,
or to provide for uncertificated Securities in addition to or in place of
certificated Securities or to make any change that does not adversely affect the
rights of any Securityholder.

15.  Defaults and Remedies
     ---------------------

          Each of the following is an Event of Default: default for 30 days in
payment of any interest on the Securities; default in payment of any principal
of the Securities when the same becomes due and payable at stated maturity, upon
redemption, upon declaration or otherwise; failure by the Corporation for 30
days after notice to the Corporation by the Trustee or to the Corporation and
the Trustee by the Holders of at least 25% aggregate principal amount of the
Securities to comply with certain covenants and agreements in the Indenture
relating to the payment of dividends and other distributions by the Corporation
and Subsidiaries, the sale or transfer of assets, the incurrence of debt by the
Corporation and Subsidiaries, transactions with affiliates and certain mergers,
consolidations and transfers of assets; failure by the Corporation for 60 days
after notice to the Corporation by the Trustee or to the Corporation and the
Trustee by the Holders of at least 25% aggregate in principal amount of the
Securities to comply with certain other covenants and agreements in the
Indenture and the Securities; failure of the Corporation to receive the Minimum
Available Cash Flow; certain payment defaults with respect to other indebtedness
of the Corporation or certain of its Subsidiaries, or other defaults resulting
in the acceleration of such other indebtedness, where the aggregate of such
indebtedness exceeds $5,000,000; and certain events of bankruptcy or insolvency.
If an Event of Default occurs and is continuing, the Holders of at least 25% in
principal amount of the Securities may declare the principal of and accrued
interest on all the Securities to be due and payable immediately.
Securityholders may not enforce the Indenture or the Securities except as
provided in the Indenture. The Trustee may refuse to enforce the Indenture or
the Securities unless it receives reasonable indemnity or security. Subject to
certain limitations, Holders of a majority in principal amount of the Securities
may direct the Trustee in its exercise of any trust or power. The Trustee may
withhold from Securityholders notice of any continuing Default or Event of
Default (except a Default in payment of principal or interest) if it determines
that withholding notice is in their interest.

16.  Trustee Dealings with the Corporation
     -------------------------------------

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

                                        5

<PAGE>

17.  No Recourse Against Others
     --------------------------

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

18.  Authentication
     --------------

          This Security shall not be valid until authenticated by the manual
signature of the Trustee or an authenticating agent on the other side of this
Security.

19.  Abbreviations
     -------------

          Customary abbreviations may be used in the name of a Securityholder or
an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the
entireties), JT TEN (=joint tenants with right of survivorship and not as
tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors
Act).

20.  CUSIP Numbers
     -------------

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

          The Corporation will furnish to any Securityholder upon written
request and without charge to such Holder a copy of the Indenture which has in
it the text of this Security in larger type. Requests may be made to: Ampex
Corporation, 135 East 57th Street, New York, New York 10022, Attention of Vice
President.

                                        6

<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

          If you wish to have this Note purchased by the Corporation pursuant to
Section 5.05 or 5.10 of the Indenture, check the Box: { }

          If you wish to have a portion of this Note purchased by the Company
pursuant to Section 5.05 or 5.10 of the Indenture, state the amount:

                                   $
                                    ----------------


Dated:                       Your Signed:
      -----------                        ---------------------------------
                                 (Sign exactly as name appears on the other side
                                  of this Security)


Dated:                       By:
      -----------               ----------------------------------------
                                   NOTICE:  To be signed by an executive officer

NOTICE: Signature(s) must be guaranteed by an institution which is a participant
in the Securities Transfer Agent Medallion Program ("STAMP") or similar program.

<PAGE>

                                 ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to


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


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

and irrevocably appoint                                   agent to transfer this
                       -----------------------------------
Security on the  books of the Corporation. The agent may substitute another to
act for him.


Dated:                   Signature(s):
     -----------

                         -------------------------------------------------------
                         (Sign exactly as name appears on the other side of this
                          Security)


Signature Guarantee:
                    ----------

                                        2

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                                Table of Contents
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ARTICLE 1             Definitions and Incorporation by Reference........................................1

         SECTION 1.01               Definitions.........................................................1

         SECTION 1.02               Other Definitions..................................................13

         SECTION 1.03               Incorporation by Reference of Trust Indenture Act..................14

         SECTION 1.04               Rules of Construction..............................................14

ARTICLE 2             The Securities...................................................................15

         SECTION 2.01               Form and Dating....................................................15

         SECTION 2.02               Execution and Authentication.......................................15

         SECTION 2.03               Registrar and Paying Agent.........................................16

         SECTION 2.04               Paying Agent To Hold Money in Trust................................16

         SECTION 2.05               Securityholder Lists...............................................16

         SECTION 2.06               Transfer and Exchange..............................................17

         SECTION 2.07               Restrictive Legends................................................17

         SECTION 2.08               Book Entry Provisions for Global Securities........................18

         SECTION 2.09               Special Transfer Provisions........................................19

         SECTION 2.10               Replacement Securities.............................................20

         SECTION 2.11               Outstanding Securities.............................................20

         SECTION 2.12               Temporary Securities...............................................21

         SECTION 2.13               Cancellation.......................................................21

         SECTION 2.14               Additional Securities..............................................21

         SECTION 2.15               Defaulted Interest.................................................21

         SECTION 2.16               CUSIP Numbers......................................................21

ARTICLE 3             Application of Available Cash Flow...............................................22

         SECTION 3.01               General............................................................22

         SECTION 3.02               Application of Available Cash Flow.................................22

         SECTION 3.03               Mandatory Prepayment...............................................23

         SECTION 3.04               Obligation to Pay Securities in Cash at Maturity...................23

ARTICLE 4             Redemption.......................................................................23

         SECTION 4.01               Notices to Trustee.................................................23

         SECTION 4.02               Selection of Securities To Be Redeemed.............................23

         SECTION 4.03               Notice of Redemption...............................................23
</TABLE>

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         SECTION 4.04               Effect of Notice of Redemption.....................................24

         SECTION 4.05               Deposit of Redemption Price........................................24

         SECTION 4.06               Securities Redeemed in Part........................................24

ARTICLE 5             Covenants........................................................................25

         SECTION 5.01               Payment of Securities..............................................25

         SECTION 5.02               SEC Reports........................................................25

         SECTION 5.03               Limitation on Indebtedness.........................................25

         SECTION 5.04               Limitation on Restricted Payments..................................27

         SECTION 5.05               Limitation on Asset Sales..........................................29

         SECTION 5.06               Limitation on Liens................................................32

         SECTION 5.07               Limitation on Dividends and Other Payment Restrictions Affecting
                                    Restricted Subsidiaries............................................32

         SECTION 5.08               Limitation on Transactions with Affiliates.........................33

         SECTION 5.09               Limitation on Designation of Unrestricted Subsidiaries.............34

         SECTION 5.10               Change of Control..................................................35

         SECTION 5.11               Compliance Certificate; Notice of Defaults.........................36

         SECTION 5.12               Further Instruments and Acts.......................................36

ARTICLE 6             Successor Corporation............................................................36

         SECTION 6.01               When Corporation May Merge or Transfer Assets......................36

ARTICLE 7             Defaults and Remedies............................................................37

         SECTION 7.01               Events of Default..................................................37

         SECTION 7.02               Acceleration.......................................................39

         SECTION 7.03               Other Remedies.....................................................39

         SECTION 7.04               Waiver of Past Defaults............................................39

         SECTION 7.05               Control by Majority................................................40

         SECTION 7.06               Limitation on Suits................................................40

         SECTION 7.07               Rights of Holders To Receive Payment...............................40

         SECTION 7.08               Collection Suit by Trustee.........................................40

         SECTION 7.09               Trustee May File Proofs of Claim...................................40

         SECTION 7.10               Priorities.........................................................41

         SECTION 7.11               Undertaking for Costs..............................................41
</TABLE>

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                                TABLE OF CONTENTS
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         SECTION 7.12               Waiver of Stay or Extension Laws...................................41

ARTICLE 8             Trustee..........................................................................42

         SECTION 8.01               Duties of Trustee..................................................42

         SECTION 8.02               Rights of Trustee..................................................43

         SECTION 8.03               Individual Rights of Trustee.......................................43

         SECTION 8.04               Trustee's Disclaimer...............................................43

         SECTION 8.05               Notice of Default..................................................44

         SECTION 8.06               Reports by Trustee to Holders......................................44

         SECTION 8.07               Compensation and Indemnity.........................................44

         SECTION 8.08               Replacement of Trustee.............................................44

         SECTION 8.09               Successor Trustee by Merger........................................45

         SECTION 8.10               Eligibility; Disqualification......................................46

         SECTION 8.11               Preferential Collection of Claims Against Corporation..............46

ARTICLE 9             Satisfaction and Discharge of Indenture..........................................46

         SECTION 9.01               Discharge of Liability on Securities; Defeasance...................46

         SECTION 9.02               Conditions to Defeasance...........................................47

         SECTION 9.03               Application of Trust Money.........................................48

         SECTION 9.04               Repayment to Corporation...........................................48

         SECTION 9.05               Indemnity for Government Obligations...............................48

         SECTION 9.06               Reinstatement......................................................48

ARTICLE 10            Amendments, Supplements and Waivers..............................................48

         SECTION 10.01              Without Consent of Holders.........................................48

         SECTION 10.02              With Consent of Holders............................................49

         SECTION 10.03              Compliance with Trust Indenture Act................................50

         SECTION 10.04              Revocation and Effect of Consents..................................50

         SECTION 10.05              Notation on or Exchange of Securities..............................50

         SECTION 10.06              Trustee To Sign Amendments.........................................51

         SECTION 10.07              Payment for Consent................................................51

ARTICLE 11            Concerning the Collateral........................................................51

         SECTION 11.01              Security Agreement.................................................51

         SECTION 11.02              Payment of Expenses................................................52
</TABLE>

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         SECTION 11.03              Opinions as to Recording, etc......................................52

         SECTION 11.04              Authorization of Actions to  be Taken by the Trustee Under the
                                    Security Agreement.................................................52

         SECTION 11.05              Authorization of Receipt of Funds by the Trustee under the Security
                                    Agreement..........................................................52

ARTICLE 12            Subordination....................................................................53

         SECTION 12.01              Agreement to Subordinate...........................................53

         SECTION 12.02              Liquidation; Dissolution; Bankruptcy...............................53

         SECTION 12.03              Corporation Not to Make Payments With Respect to Securities While
                                    Senior Discount Notes are Outstanding..............................53

         SECTION 12.04              Subordination of Security Interest.................................53

         SECTION 12.05              Acceleration of Securities.........................................54

         SECTION 12.06              When Distribution Must Be Paid Over................................54

         SECTION 12.07              Notice by Corporation..............................................54

         SECTION 12.08              Subrogation........................................................54

         SECTION 12.09              Relative Rights....................................................54

         SECTION 12.10              Subordination May Not Be Impaired by Corporation...................55

         SECTION 12.11              Effectuation of Subordination by Trustee...........................55

ARTICLE 13            Miscellaneous....................................................................55

         SECTION 13.01              Trust Indenture Act Controls.......................................55

         SECTION 13.02              Notices............................................................55

         SECTION 13.03              Communication by Holders with Other Holders........................56

         SECTION 13.04              Certificate and Opinion as to Conditions Precedent.................56

         SECTION 13.05              Statements Required in Certificate or Opinion......................56

         SECTION 13.06              When Treasury Securities Disregarded...............................57

         SECTION 13.07              Rules by Trustee, Paying Agent and Registrar.......................57

         SECTION 13.08              Legal Holidays.....................................................57

         SECTION 13.09              Governing Law......................................................57

         SECTION 13.10              No Recourse Against Others.........................................57

         SECTION 13.11              Successors.........................................................57

         SECTION 13.12              Counterparts.......................................................57
</TABLE>

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                                TABLE OF CONTENTS
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                                   (continued)

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Signatures

EXHIBIT A      Form of Security

EXHIBIT B      Form of Security Agreement

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

                                       -5-