Exhibit 10.2



                        CADMUS COMMUNICATIONS CORPORATION


               SENIOR SUBORDINATED INCREASING RATE NOTES, SERIES A


                                    INDENTURE


                            DATED AS OF APRIL 1, 1999


                            WILMINGTON TRUST COMPANY,


                                     TRUSTEE


<PAGE>


               INDENTURE, dated as of April 1, 1999, among CADMUS COMMUNICATIONS
CORPORATION, a Virginia corporation (the "Company"), the GUARANTORS (as defined
herein) and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as trustee
(the "Trustee").

               Each party agrees as follows for the benefit of the other parties
and for the equal and ratable benefit of the Holders of (i) the Company's Senior
Subordinated Increasing Rate Notes, Series A, issued pursuant to this Indenture
on the date hereof and guaranteed by the Guarantors (the "Senior Subordinated
Notes"), (ii) any Roll-Over Notes (as defined herein) that may be issued upon
the Initial Maturity Date (as defined herein) and (iii) any Exchange Notes or
Private Exchange Notes (each as defined herein) if and when issued as provided
in the Registration Rights Agreement (as defined herein) in exchange for any
Roll-Over Notes. The Senior Subordinated Notes, any Roll-Over Notes, any
Exchange Notes and any Private Exchange Notes, treated as one class, are
collectively referred to as the "Senior Subordinated Securities."

                                    ARTICLE I

                   DEFINITIONS AND INCORPORATION BY REFERENCE


               SECTION 1.01  Definitions.

        "ACQUIRED INDEBTEDNESS" means Indebtedness of a Person or any of its
Subsidiaries existing at the time such Person becomes a Restricted Subsidiary of
the Company or at the time it merges or consolidates with or into the Company or
any of its Restricted Subsidiaries or that is assumed in connection with the
acquisition of assets from such Person, in each case, not Incurred by such
Person in connection with, or in anticipation or contemplation of, such Person
becoming a Restricted Subsidiary of the Company or such acquisition, merger or
consolidation.

        "ACQUISITION" means the acquisition contemplated by the Stock Purchase
Agreement.

        "AFFILIATE" means, with respect to any specified Person, any other
Person who directly or indirectly through one or more intermediaries controls,
or is controlled by, or is under common control with, such specified Person. The
term "control" means the possession, directly or indirectly, of the power to
direct or cause the direction of the management and policies of a Person,
whether through the ownership of voting securities, by contract or otherwise and
the terms "controlling" and "controlled" have meanings correlative of the
foregoing. Notwithstanding the foregoing, no Person (other than the Company or
any Subsidiary of the Company) in whom a Securitization Entity makes an
Investment in connection with a Qualified Securitization Transaction shall be
deemed to be an Affiliate of the Company or any of its Subsidiaries solely by
reason of such Investment.

               "APPLICABLE CALL PREMIUM" means, as of a particular date, the
number set forth opposite such date in the table below, expressed as a
percentage of the principal amount of the Roll-Over Notes or Exchange Notes, as
the case may be.

            REDEMPTION DATE                                      PREMIUM

            2004..............................................   107.000%
            2005..............................................   104.667%
            2006..............................................   102.333%
            2007 and thereafter...............................   100.000%

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

        "ASSET SALE" means any direct or indirect sale, issuance, conveyance,
transfer, lease (other than operating leases entered into in the ordinary course
of business), assignment or other transfer for value by the Company or any of
its Restricted Subsidiaries (including any Sale and Leaseback Transaction) to
any Person other than the Company or a Wholly Owned Restricted Subsidiary of the
Company of (a) any Capital Stock of any Restricted Subsidiary of the Company or
(b) any other property or assets of the Company or any Restricted Subsidiary of
the Company other than in the ordinary course of business. Notwithstanding the
foregoing, the following shall not be deemed to be Asset Sales: (w) a
transaction or series of related transactions for which the Company or its
Restricted Subsidiaries receive aggregate consideration of less than $250,000;
(x) the sale, lease, conveyance, disposition or other transfer of all or
substantially all of the assets of the Company as permitted by Section 5.01; (y)
sales of accounts receivable and related assets (including contract rights) of
the type specified in the definition of "Qualified Securitization Transaction"
to a Securitization Entity for the fair market value thereof, including cash in
an amount at least equal to 75% of the fair market value thereof as determined
in accordance with GAAP (for the purposes of this clause (y), Purchase Money
Notes shall be deemed to be cash); and (z) transfers of accounts receivable and
related assets (including contract rights) of the type specified in the
definition of Qualified Securitization Transaction (or a fractional undivided
interest therein) by a Securitization Entity in a Qualified Securitization
Transaction.

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

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

        "BUSINESS DAY" means any day other than a Saturday, Sunday or other day
on which banking institutions in the State of Delaware or the City of New York
are authorized or required by law or governmental action to be closed.

        "CAPITAL EXPENDITURES" means, for any period, the sum of all capital
expenditures Incurred during such period by the Company and its Consolidated
Subsidiaries (other than capitalized interest), as determined in accordance with
GAAP

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

        "CAPITAL STOCK" means (i) with respect to any Person that is a
corporation, any and all shares, interests, participations or other equivalents
(however designated and whether or not voting) of corporate stock, including
each class of Common Stock and Preferred Stock of such Person and (ii) with
respect to any Person that is not a corporation, any and all partnership,
membership or other equity interests of such Person.

        "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, in
each case maturing within one year from the date of acquisition thereof, (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 Ratings Group ("S&P") or Moody's
Investors Service, Inc. ("Moody's"); (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 S&P or at least P-1 from Moody's; (iv)
certificates of deposit or bankers' acceptances maturing within one year from
the date of acquisition thereof issued by any bank organized under the laws of
the United States of America or any state thereof or the District of Columbia or
any U.S. branch of a foreign bank having at the date of acquisition thereof
combined capital and surplus of not less than $250.0 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.

        "CERCLA" means the Comprehensive Environmental Response Compensation and
Liability Act, 42 U.S.C. ss.9601 et seq. and its implementing regulations and
amendments.

        "CHANGE OF CONTROL" means the occurrence of one or more of the following
events: (i) any sale, lease, exchange or other transfer (in one transaction or a
series of related transactions) of all or substantially all of the assets of the
Company to any Person or group of related Persons for purposes of Section 13(d)
of the Exchange Act (a "Group"), together with any Affiliates thereof (whether
or not otherwise in compliance with the provisions of this Indenture); (ii) the
approval by the holders of Capital Stock of the Company of any plan or proposal
for the liquidation or dissolution of the Company (whether or not otherwise in
compliance with the provisions of this Indenture); (iii) any Person or Group is
or becomes the "beneficial owner" (as defined in Rules 13d-3 and 14(d) under the
Exchange Act, except that a Person shall be deemed to have "beneficial
ownership" of all securities that such Person 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 Stock of the
Company, measured by voting power rather than number of shares; (iv) the first
day on which a majority of the members of the Board of Directors of the Company
are not Continuing Directors; or (v) the Company consolidates with, or merges
with or into, any Person, or any Person consolidates with, or merges with or
into, the Company, in any such event pursuant to a transaction in which any of
the outstanding Voting Stock of the Company is converted into or exchanged for
cash, securities or other property, other than any such transaction where the
Voting Stock of the Company outstanding immediately prior to such transaction is
converted into or exchanged for Voting Stock (other than Disqualified Capital
Stock) of the surviving or transferee Person constituting a majority of such
Voting Stock of such surviving or transferee Person, measured by voting power
rather than number of shares (immediately after giving effect to such issuance).

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

        "COMMISSION" means the United States Securities and Exchange Commission.

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

        "COMPANY" means the party named as such in the introductory paragraphs
of this Indenture until a successor replaces it pursuant to the applicable
provisions of this Indenture and thereafter, means such successor.

        "CONSOLIDATED CASH FLOW" means, for any period, the sum, without
duplication, of (a) Consolidated Net Income for such period, (b) taxes on income
of the Company and its Consolidated Subsidiaries for such period to the extent
deducted in determining Consolidated Net Income for such period, (c) interest
expensed in respect of Indebtedness of the Company or any of its Consolidated
Subsidiaries (other than any Obligations of the Company or such Consolidated
Subsidiaries under Currency Agreements or Interest Swap Agreements) outstanding
during such period, PROVIDED that there shall be excluded from such interest
amount any amount that would otherwise be included therein with respect to the
non-cash amortization of deferred financing costs, (d) book depreciation
expenses of the Company and its Consolidated Subsidiaries for such period, and
(e) amortization of intangible assets of the Company and its Consolidated
Subsidiaries for such period, all determined with respect to the Company and its
Consolidated Subsidiaries on a consolidated basis for such period and in
accordance with GAAP. In determining Consolidated Cash Flow for any period, (i)
any Consolidated Subsidiary acquired during such period by the Company or any
other Consolidated Subsidiary shall be included on a PRO FORMA, historical basis
as if it had been a Consolidated Subsidiary during such entire period, (ii) any
amounts which would be included in a determination of Consolidated Cash Flow for
such period with respect to assets acquired during such period by the Company or
any Consolidated Subsidiary shall be included in the determination of
Consolidated Cash Flow for such period and the amount thereof shall be
calculated on a PRO FORMA, historical basis as if such assets had been acquired
by the Company or such Consolidated Subsidiary prior to the first day of such
period, (iii) any Consolidated Subsidiary sold during such period by the Company
or any other Consolidated Subsidiary shall be excluded as if it had not been a
Consolidated Subsidiary at any time during such period, and (iv) any amounts
which would be otherwise included in a determination of Consolidated Cash Flow
for such period with respect to assets sold or otherwise disposed of during such
period by the Company or any Consolidated Subsidiary shall be excluded in the
determination of Consolidated Cash Flow for such period and the amount excluded
shall be calculated as if such assets had been sold or otherwise disposed of by
the Company or such Consolidated Subsidiary prior to the first day of such
period; provided that for each fiscal quarter of the Company ending June 30,
1999, September 30, 1999 and December 31, 1999, Consolidated Cash Flow shall be
increased by the amount of the Net Cash Flow Adjustment for such fiscal quarter
of the Company.

        "CONSOLIDATED EBITDA" means, with respect to any Person, for any period,
the sum (without duplication) of (i) Consolidated Net Earnings and (ii) to the
extent Consolidated Net Earnings has been reduced thereby, (A) all income taxes
of such Person and its Restricted Subsidiaries paid or accrued in accordance
with GAAP for such period (other than income taxes attributable to
extraordinary, unusual or nonrecurring gains or losses or taxes attributable to
sales or dispositions outside the ordinary course of business), (B) Consolidated
Interest Expense and (C) Consolidated Non-cash Charges LESS any non-cash items
increasing Consolidated Net Earnings for such period, all as determined on a
consolidated basis for such Person and its Restricted Subsidiaries in accordance
with GAAP.

        "CONSOLIDATED FIXED CHARGE COVERAGE RATIO" means, with respect to any
Person, the ratio of Consolidated EBITDA of such Person during the four full
fiscal quarters (the "Four Quarter Period") ending prior to the date of the
transaction giving rise to the need to calculate the Consolidated Fixed Charge
Coverage Ratio for which financial statements are available (the "Transaction
Date") to Consolidated Fixed Charges of such Person for the Four Quarter Period.
In addition to and without limitation of the foregoing, for purposes of this
definition, "Consolidated EBITDA" and "Consolidated Fixed Charges" shall be
calculated after giving effect on a PRO FORMA basis (in accordance with Article
11 of Regulation S-X under the Securities Act) for the period of such
calculation to (i) the Incurrence or repayment of any Indebtedness of such
Person or any of its Restricted Subsidiaries (and the application of the
proceeds thereof) giving rise to the need to make such calculation and any
Incurrence or repayment of other Indebtedness (and the application of the
proceeds thereof), other than the Incurrence or repayment of Indebtedness in the
ordinary course of business for working capital purposes pursuant to working
capital or revolving credit facilities, occurring during the Four Quarter Period
or at any time subsequent to the last day of the Four Quarter Period and on or
prior to the Transaction Date, as if such Incurrence or repayment, as the case
may be (and the application of the proceeds thereof), had occurred on the first
day of the Four Quarter Period and (ii) any Asset Sales or Asset Acquisitions
(including, without limitation, any Asset Acquisition giving rise to the need to
make such calculation as a result of such Person or one of its Restricted
Subsidiaries (including any Person who becomes a Restricted Subsidiary of such
Person arising as a result of the Asset Acquisition) Incurring, assuming or
otherwise being liable for Acquired Indebtedness and also including any
Consolidated EBITDA (including any PRO FORMA expense and cost reductions
calculated in accordance with Article 11 of Regulation S-X under the Securities
Act) attributable to the assets which are the subject of the Asset Acquisition
or Asset Sale or other disposition during the Four Quarter Period) occurring
during the Four Quarter Period or at any time subsequent to the last day of the
Four Quarter Period and on or prior to the Transaction Date, as if such Asset
Sale or other disposition or Asset Acquisition (including the Incurrence,
assumption or liability for any such Acquired Indebtedness) occurred on the
first day of the Four Quarter Period. If such Person or any of its Restricted
Subsidiaries directly or indirectly guarantees Indebtedness of a third Person,
the preceding sentence shall give effect to the Incurrence of such guaranteed
Indebtedness as if such Person or any Restricted Subsidiary of such Person had
directly Incurred or otherwise assumed such guaranteed Indebtedness. If, since
the beginning of such Four Quarter Period, any Person (that subsequently became
a Restricted Subsidiary of the Company or was merged with or into the Company or
any Restricted Subsidiary of the Company since the beginning of such Four
Quarter Period) shall have made any Asset Sale or other disposition or Asset
Acquisition that would have required adjustment pursuant to this definition,
then the Consolidated Fixed Charge Coverage Ratio shall be calculated giving PRO
FORMA effect thereto (in accordance with Article 11 of Regulation S-X under the
Securities Act) as if such Asset Sale or other disposition or Asset Acquisition
had occurred at the beginning of the applicable Four Quarter Period.
Furthermore, in calculating "Consolidated Fixed Charges" for purposes of
determining the denominator (but not the numerator) of the "Consolidated Fixed
Charge Coverage Ratio," (1) interest on outstanding Indebtedness determined on a
fluctuating basis as of the Transaction Date and which will continue to be so
determined thereafter shall be deemed to have accrued at a fixed rate per annum
equal to the rate of interest on such Indebtedness in effect on the Transaction
Date; (2) if interest on any Indebtedness actually Incurred on the Transaction
Date may optionally be determined at an interest rate based upon a factor of a
prime or similar rate, a eurocurrency interbank offered rate or other rates,
then the interest rate in effect on the Transaction Date will be deemed to have
been in effect during the Four Quarter Period; and (3) notwithstanding clause
(1) above, interest on Indebtedness determined on a fluctuating basis, to the
extent such interest is covered by agreements relating to Interest Swap
Obligations, shall be deemed to accrue at the rate per annum resulting after
giving effect to the operation of such agreements.

        "CONSOLIDATED FIXED CHARGES" means, with respect to any Person for any
period, the sum, without duplication, of (i) Consolidated Interest Expense, plus
(ii) the product of (x) the amount of all dividend payments on any series of
Preferred Stock of such Person and its Restricted Subsidiaries (other than
dividends paid in Qualified Capital Stock) paid or accrued during such period
times (y) a fraction, the numerator of which is one and the denominator of which
is one minus the then current effective consolidated federal, state and local
tax rate of such Person, expressed as a decimal.

        "CONSOLIDATED INTEREST EXPENSE" means, with respect to any Person for
any period, the sum of, without duplication: (i) the aggregate of the interest
expense of such Person and its Restricted Subsidiaries for such period
determined on a consolidated basis in accordance with GAAP, including, without
limitation, (a) any amortization of debt discount and amortization or write-off
of deferred financing costs, (b) the net costs under Interest Swap Obligations,
(c) all capitalized interest and (d) the interest portion of any deferred
payment obligation; and (ii) the interest component of Capitalized Lease
Obligations paid, accrued and/or scheduled to be paid or accrued by such Person
and its Restricted Subsidiaries during such period as determined on a
consolidated basis in accordance with GAAP.

        "CONSOLIDATED NET EARNINGS" means, with respect to any Person, for any
period, the aggregate net income (or loss) of such Person and its Restricted
Subsidiaries for such period on a consolidated basis, determined in accordance
with GAAP; PROVIDED that there shall be excluded therefrom: (a) after-tax gains
from Asset Sales (without regard to the $250,000 limitation set forth in the
definition thereof) or abandonments or reserves relating thereto; (b) after-tax
items classified as extraordinary, unusual or nonrecurring gains; (c) the net
income of any Person acquired in a "pooling of interests" transaction accrued
prior to the date it becomes a Restricted Subsidiary of the referent Person or
is merged or consolidated with the referent Person or any Restricted Subsidiary
of the referent Person; (d) the net income (but not loss) of any Restricted
Subsidiary of the referent Person to the extent that the declaration of
dividends or similar distributions by that Restricted Subsidiary of that income
is restricted by a contract, operation of law or otherwise; (e) the net income
of any Person, other than a Restricted Subsidiary of the referent Person, except
to the extent of cash dividends or distributions paid to the referent Person or
to a Wholly Owned Restricted Subsidiary of the referent Person by such Person;
(f) any restoration of income of any contingency reserve, except to the extent
that provision for such reserve was made out of Consolidated Net Earnings
accrued at any time following the Issue Date; (g) income or loss attributable to
discontinued operations (including, without limitation, operations disposed of
during such period, whether or not such operations were classified as
discontinued); and (h) in the case of a successor to the referent Person by
consolidation or merger or as a transferee of the referent Person's assets, any
earnings of the successor Person prior to such consolidation, merger or transfer
of assets.

        "CONSOLIDATED NET INCOME" means, for any period, the Net Income of the
Company and its Consolidated Subsidiaries determined on a consolidated basis,
but excluding (i) any non-cash restructuring and/or integration charges taken by
the Company in connection with the transactions described in the Stock Purchase
Agreement up to an aggregate amount of $12.0 million, (ii) extraordinary items
and (iii) any equity interests of the Company or any Subsidiary of the Company
in the unremitted earnings of any Person that is not a Subsidiary of the
Company.

        "CONSOLIDATED NET WORTH" of any Person means the consolidated
shareholders' equity of such Person, determined on a consolidated basis in
accordance with GAAP, less (without duplication) amounts attributable to
Disqualified Capital Stock of such Person.

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

        "CONSOLIDATED SUBSIDIARY" means at any date any Subsidiary of the
Company or other entity the accounts of which, in accordance with GAAP, would be
consolidated with those of the Company in its consolidated financial statements
as of such date.

        "CONSOLIDATED TOTAL DEBT" means, at any date, the aggregate Indebtedness
of the Company and its Consolidated Subsidiaries plus all Securitization
Facility Attributed Debt, determined on a consolidated basis as of such date.

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

        "CORPORATE TRUST OFFICE" means the principal office of the Trustee at
which at any particular time its corporate trust business shall be principally
administered, which office is, at the date of execution of this Indenture,
located at Rodney Square North, 1100 North Market Street, Wilmington, Delaware
19890-0001.

        "CREDIT AGREEMENT" means the Credit Agreement dated as of April 1, 1999,
among the Company, the lenders party thereto in their capacities as lenders
thereunder, NationsBank, N.A., as Documentation Agent, First Union National
Bank, as Syndication Agent, and Wachovia Bank, N.A., as Agent, together with the
related documents thereto (including any guarantee agreements and security
documents), in each case as such agreements may be amended (including any
amendment and restatement thereof), supplemented or otherwise modified from time
to time, including any agreement extending the maturity of, refinancing,
replacing or otherwise restructuring (including increasing the amount of
available borrowings thereunder or adding Restricted Subsidiaries of the Company
as additional borrowers or guarantors thereof) all or any portion of the
Indebtedness under such agreement or any successor or replacement agreement and
whether by the same or any other agent, lender or group of lenders.

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

        "CUSTODIAN" means the custodian with respect to any Global Senior
Subordinated Security (as appointed by the Depositary), or any successor entity
thereto as provided in Section 2.03.

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

        "DEPOSITARY" means, with respect to the Senior Subordinated Securities
issuable or issued in whole or in part in global form, the Person specified in
Section 2.03 as the Depositary with respect to the Senior Subordinated
Securities, until a successor shall have been appointed and become such pursuant
to the applicable provisions of this Indenture, and thereafter, "Depositary"
shall mean or include such successor.

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

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

        "DISQUALIFIED CAPITAL STOCK" means that portion of any Capital Stock
which, by its terms (or by the terms of any security into which it is
convertible or for which it is exchangeable at the option of the holder
thereof), or upon the happening of any event, matures or is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable
at the sole option of the holder thereof on or prior to the final maturity date
of the Senior Subordinated Securities. Notwithstanding the preceding sentence,
any Capital Stock that would constitute Disqualified Capital Stock solely
because the holders thereof have the right to require the Company to repurchase
such Capital Stock upon the occurrence of a change of control or asset sale
shall not constitute Disqualified Capital Stock if the terms of such Capital
Stock provide that the Company may not repurchase or redeem any such Capital
Stock pursuant to such provisions unless such repurchase or redemption complies
with Section 4.04 of this Indenture.

        "DOLLARS" and the sign "$" shall each mean freely transferable lawful
money of the United States.

        "DOMESTIC RESTRICTED SUBSIDIARY" means any Restricted Subsidiary of the
Company that is incorporated or otherwise organized under the laws of the United
States or any State thereof or the District of Columbia.

        "ENVIRONMENTAL AUTHORITY" means any foreign, federal, state, local or
regional government that exercises any form of jurisdiction or authority under
any Environmental Requirement.

        "ENVIRONMENTAL RELEASES" means releases as defined by CERCLA or under
any applicable state or local environmental law or regulation.

        "ENVIRONMENTAL REQUIREMENTS" means any legal requirement relating to
health, safety or the environment and applicable to the Company, any Subsidiary
of the Company or the Properties, including but not limited to any such
requirement under CERCLA or similar state legislation and all federal, state and
local laws, ordinances, regulations, orders, writs, decrees and common law.

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

        "EXCHANGE NOTES" means the Company's Senior Subordinated Notes due 2009
issued in exchange for the Roll-Over Notes pursuant to the Registration Rights
Agreement.

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

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

        "GLOBAL SENIOR SUBORDINATED SECURITIES LEGEND" means the legend set
forth in Exhibit C.

        "GLOBAL SENIOR SUBORDINATED SECURITY" means a Senior Subordinated
Security that bears the Global Senior Subordinated Securities Legend.

        "GUARANTEE" means a guarantee (other than by endorsement of negotiable
instruments for collection in the ordinary course of business), direct or
indirect, in any manner (including, without limitation, letter of credit and
reimbursement agreements in respect thereof), of all or any part of any
Indebtedness or other obligations.

        "GUARANTOR" means (1) each of Cadmus Journal Services, Inc., a Virginia
corporation, Washburn Graphics, Inc., a North Carolina corporation, American
Graphics, Inc., a Georgia corporation, Expert Graphics, Inc., a Virginia
corporation, Cadmus Direct Marketing, Inc., a North Carolina corporation, Three
Score, Inc., a Georgia corporation, Mack Printing Company, a Pennsylvania
corporation, Port City Press, Inc., a Maryland corporation, Mack Printing Group,
Inc., a Delaware corporation, and Science Craftsman Incorporated, a New York
corporation, and (2) each of the Company's Restricted Subsidiaries that in the
future executes a supplemental indenture in which such Restricted Subsidiary
agrees to be bound by the terms of this Indenture as a Guarantor; PROVIDED that
any Person constituting a Guarantor as described above shall cease to constitute
a Guarantor when its respective Guarantee is released in accordance with the
terms of this Indenture.

        "GUARANTOR SENIOR DEBT" means, with respect to any Guarantor, the
principal of, premium, if any, and interest (including any interest accruing
subsequent to the filing of a petition of bankruptcy at the rate provided for in
the documentation with respect thereto, whether or not such interest is an
allowed claim under applicable law) on any Indebtedness of such Guarantor,
whether outstanding on the Issue Date or thereafter created, Incurred or
assumed, unless, in the case of any particular Indebtedness, the instrument
creating or evidencing the same or pursuant to which the same is outstanding
expressly provides that such Indebtedness shall not be senior in right of
payment to the Subsidiary Guarantee of such Guarantor. Without limiting the
generality of the foregoing, "Guarantor Senior Debt" shall also include the
principal of, premium, if any, interest (including any interest accruing
subsequent to the filing of a petition of bankruptcy at the rate provided for in
the documentation with respect thereto, whether or not such interest is an
allowed claim under applicable law) on, and all other amounts owing in respect
of (1) all monetary obligations of every nature of such Guarantor in respect of
the Credit Agreement, including, without limitation, obligations to pay
principal and interest, reimbursement obligations under letters of credit, fees,
expenses and indemnities, (2) all Interest Swap Obligations (including
guarantees thereof), and (3) all obligations under Currency Agreements
(including guarantees thereof), in each case, whether outstanding on the Issue
Date or thereafter Incurred. Notwithstanding the foregoing, "Guarantor Senior
Debt," with respect to any Guarantor, shall not include (i) any Indebtedness of
such Guarantor to a Subsidiary or Affiliate of such Guarantor, or any Subsidiary
of such Affiliate, (ii) Indebtedness to, or guaranteed on behalf of, any
shareholder, director, officer or employee of such Guarantor or any Subsidiary
of such Guarantor (including, without limitation, amounts owed for
compensation), (iii) Indebtedness to trade creditors and other amounts Incurred
in connection with obtaining goods, materials or services, (iv) Indebtedness
represented by Disqualified Capital Stock, (v) any liability for federal, state,
local or other taxes owed or owing by such Guarantor, (vi) that portion of
Indebtedness Incurred in violation of the provisions of Section 4.03 (but, as to
any such obligation, no such violation shall be deemed to exist for purposes of
this clause (vi) if the holder(s) of such obligation or their representative and
the Trustee shall have received an Officers' Certificate of the Company to the
effect that the Incurrence of such Indebtedness does not (or, in the case of
revolving credit indebtedness, that the Incurrence of the entire committed
amount thereof at the date on which the initial borrowing thereunder is made
would not) violate such provisions of this Indenture), (vii) Indebtedness which,
when Incurred and without respect to any election under Section 1111(b) of Title
11, United States Code, is without recourse to such Guarantor, and (viii) any
Indebtedness which is, by its express terms, subordinated in right of payment to
any other Indebtedness of such Guarantor.

        "HAZARDOUS MATERIALS" means, without limitation, (a) solid or hazardous
waste, as defined in the Resource Conservation and Recovery Act of 1980, 42
U.S.C. ss.6901 et seq. and its implementing regulations and amendments, or in
any applicable state or local law or regulation, (b) any "hazardous substance",
"pollutant" or "containment", as defined in CERCLA, or in any applicable state
or local law regulation, (c) gasoline, or any other petroleum product or
by-product, including crude oil or any fraction thereof, (d) toxic substances,
as defined in the Toxic Substances Control Act of 1976, or in any applicable
state or local law or regulation and (e) insecticides, fungicides, or
rodenticides, as defined in the Federal Insecticide, Fungicide, and Rodenticide
Act of 1975, or in any applicable state or local law or regulation, as each such
Act, statute or regulation may be amended from time to time.

        "HOLDER" OR "SENIOR SUBORDINATED SECURITYHOLDER" means the Person in
whose name a Senior Subordinated Security is registered on the Registrar's
books.

        "INDEBTEDNESS" means, with respect to any Person, without duplication,
(i) all Obligations of such Person for borrowed money, (ii) all Obligations of
such Person evidenced by bonds, debentures, notes or other similar instruments,
(iii) all Capitalized Lease Obligations of such Person, (iv) all Obligations of
such Person issued or assumed as the deferred purchase price of property, all
conditional sale obligations and all Obligations under any title retention
agreement (but excluding trade accounts payable and other accrued liabilities
arising in the ordinary course of business that are not overdue by 90 days or
more or are being contested in good faith by appropriate proceedings promptly
instituted and diligently conducted), (v) all Obligations for the reimbursement
of any obligor on any letter of credit, banker's acceptance or similar credit
transaction, (vi) guarantees and other contingent obligations in respect of
Indebtedness referred to in clauses (i) through (v) above and clause (viii)
below, (vii) all Obligations of any other Person of the type referred to in
clauses (i) through (vi) which are secured by any Lien on any property or asset
of such Person, the amount of such Obligation being deemed to be the lesser of
the fair market value of such property or asset or the amount of the Obligation
so secured, (viii) all Obligations under Currency Agreements and Interest Swap
Obligations of such Person and (ix) all Disqualified Capital Stock issued by
such Person with the amount of Indebtedness represented by such Disqualified
Capital Stock being equal to the greater of its voluntary or involuntary
liquidation preference and its maximum fixed repurchase price, but excluding
accrued dividends, if any. For purposes hereof, the "maximum fixed repurchase
price" of any Disqualified Capital Stock which does not have a fixed repurchase
price shall be calculated in accordance with the terms of such Disqualified
Capital Stock as if such Disqualified Capital Stock were purchased on any date
on which Indebtedness shall be required to be determined pursuant to any
provision hereof, and if such price is based upon, or measured by, the fair
market value of such Disqualified Capital Stock, such fair market value shall be
determined reasonably and in good faith by the Board of Directors of the issuer
of such Disqualified Capital Stock.

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

        "INDEPENDENT FINANCIAL ADVISOR" means a nationally recognized investment
banking or accounting firm (i) which does not, and whose directors, officers and
employees or Affiliates do not, have a direct or indirect financial interest in
the Company or any of its Subsidiaries and (ii) which, in the judgment of the
Board of Directors of the Company, is otherwise independent and qualified to
perform the task for which it is to be engaged.

        "INITIAL MATURITY DATE" means April 1, 2000, the maturity date of the
Senior Subordinated Notes; PROVIDED, that if on such date there exists any
Default under Section 6.01(a), (c), (d), (e) or (h) but any applicable grace
period has not expired as of such date, the Initial Maturity Date shall be
postponed until the earlier to occur of (i) the date on which all such Defaults
are cured and (ii) the date on which any such grace period expires.

        "INTEREST" means, with respect to any Senior Subordinated Security, the
sum of cash interest and any Additional Interest (as defined in the Registration
Rights Agreement) on such Senior Subordinated Securities.

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

        "INVESTMENT" means, with respect to any Person, any direct or indirect
loan or other extension of credit (including a guarantee) or capital
contribution to (by means of any transfer of cash or other property to others or
any payment for property or services for the account or use of others), or any
purchase or acquisition by such Person of any Capital Stock, bonds, notes,
debentures or other securities or evidences of Indebtedness issued by, any
Person. "Investment" shall exclude extensions of trade credit by the Company and
its Restricted Subsidiaries on commercially reasonable terms in accordance with
normal trade practices of the Company or such Restricted Subsidiary, as the case
may be. If the Company or any Restricted Subsidiary of the Company sells or
otherwise disposes of any Common Stock of any direct or indirect Restricted
Subsidiary of the Company such that, after giving effect to any such sale or
disposition, such Restricted Subsidiary is no longer a Subsidiary of the
Company, the Company shall be deemed to have made an Investment on the date of
any such sale or disposition equal to the fair market value of the Common Stock
of such Restricted Subsidiary not sold or disposed of.

        "ISSUE DATE" means the date of original issuance of the Senior
Subordinated Notes.

        "JUNIOR SUBORDINATED NOTES" means, collectively, the three (3) 11.5%
subordinated promissory notes due March 31, 2010 of the Company.

        "LIBOR PERIOD" means each period which begins on the last day of the
immediately preceding LIBOR Period (or, in the case of the first LIBOR Period,
which begins on the Issue Date) and ends on the date occurring ninety (90) days
thereafter; provided that if such date is not a Business Day, the respective
LIBOR Period shall end on the next succeeding Business Day.

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

        "NET CASH FLOW ADJUSTMENT" means, for any period, solely for calculating
Consolidated Cash Flow for any four fiscal quarter period of the Company ending
on or before the first anniversary of the Issue Date, an amount (up to a maximum
amount of $3,034,000 for any such four fiscal quarter period) equal to any
quantifiable cost savings, the amount of which the Company demonstrates in
reasonable detail to the agent under the Credit Agreement as having been
realized by the Company and its Subsidiaries as a result of, or in connection
with, the Acquisition, such cost savings in each case to be given PRO FORMA
effect as if they had been realized commencing as of the beginning of the third
fiscal quarter of the Company immediately preceding the fiscal quarter in which
the Company demonstrates such cost savings to the agent under the Credit
Agreement (in each case without duplication of any amounts already included in
Consolidated Cash Flow for the relevant period or any portion thereof).

        "NET CASH PROCEEDS" means, (a) with respect to any Asset Sale, the
proceeds in the form of cash or Cash Equivalents including payments in respect
of deferred payment obligations when received in the form of cash or Cash
Equivalents (other than the portion of any such deferred payment constituting
interest) received by the Company or any of its Subsidiaries from such Asset
Sale net of (i) reasonable out-of-pocket expenses and fees relating to such
Asset Sale (including, without limitation, legal, accounting and investment
banking fees and sales commissions); (ii) taxes paid or payable relating to such
Asset Sale after taking into account any reduction in consolidated tax liability
due to available tax credits or deductions and any tax sharing arrangements;
(iii) the repayment of Indebtedness that is secured by such assets in accordance
with the terms of any Lien upon or with respect to such assets; and (iv)
appropriate amounts to be provided by the Company or any Restricted Subsidiary
of the Company, as the case may be, as a reserve, in accordance with GAAP,
against any liabilities associated with such Asset Sale and retained by the
Company or any Restricted Subsidiary of the Company, as the case may be, after
such Asset Sale, including, without limitation, pension and other
post-employment benefit liabilities, liabilities related to environmental
matters and liabilities under any indemnification obligations associated with
such Asset Sale, and (b) with respect to any issuance or sale of Take-Out
Securities by any Person, the proceeds of such Incurrence, issuance or sale in
the form of cash or Cash Equivalents, including payments in respect of deferred
payment obligations (to the extent corresponding to the principal, but not
interest, component thereof) when received by such Person in the form of cash or
Cash Equivalents and proceeds from the conversion of other property received by
such Person when converted to cash or Cash Equivalents, net of reasonable
out-of-pocket fees and expenses (including reasonable attorneys' fees,
accountants' fees, underwriters' or placement agents' fees, discounts or
commissions and reasonable brokerage, consultant and other fees) Incurred in
connection with such Incurrence, issuance or sale.

        "NET INCOME" means, as applied to any Person for any period, the
aggregate amount of net income of such Person, after taxes, for such period, as
determined in accordance with GAAP.

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

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

        "OFFICERS' CERTIFICATE" means a certificate signed by two Officers of
such Person that meets the requirements set forth in Sections 13.04 and 13.05 of
this Indenture.

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

        "PARTICIPATING SUBSIDIARY" means any Subsidiary of the Company that is a
participant in a Permitted Securitization.

        "PERMITTED BUSINESS" means any business (including stock or assets) that
derives its revenues from the business engaged in by the Company and its
Restricted Subsidiaries on the Issue Date and/or activities that are reasonably
similar, ancillary or related to, or a reasonable extension, development or
expansion of, the businesses in which the Company and its Restricted
Subsidiaries are engaged on the Issue Date.

        "PERMITTED INDEBTEDNESS" means, without duplication, each of the
following:

               (i) Indebtedness under the Senior Subordinated Securities, the
        Series B Securities, the Series C Securities, this Indenture, the Series
        B Indenture, the Series C Indenture and the Subsidiary Guarantees..

               (ii) Indebtedness Incurred by the Company pursuant to the Credit
        Agreement in an aggregate principal amount at any time outstanding not
        to exceed $200.0 million, reduced by (a) the amount of all mandatory
        principal payments actually made by the Company in respect of term loans
        thereunder; (b) the amount of all required permanent repayments, if any
        (which are accompanied by a corresponding permanent commitment
        reduction), thereunder; and (c) the aggregate amount of Indebtedness of
        Securitization Entities in Qualified Securitization Transactions at the
        time outstanding, to the extent that the net proceeds from such
        Indebtedness are not used (within 5 Business Days of the Incurrence of
        such Indebtedness) to make mandatory principal payments or required
        permanent repayments in accordance with clauses (a) and (b) above;

               (iii) other Indebtedness of the Company and its Restricted
        Subsidiaries outstanding on the Issue Date reduced by the amount of any
        scheduled amortization payments or mandatory prepayments when actually
        paid or permanent reductions thereof;

               (iv) Interest Swap Obligations of the Company or any of its
        Restricted Subsidiaries covering Indebtedness of the Company or any of
        its Restricted Subsidiaries; PROVIDED that such Interest Swap
        Obligations are entered into to protect the Company and its Restricted
        Subsidiaries from fluctuations in interest rates on Indebtedness
        Incurred in accordance with this Indenture to the extent that the
        notional principal amount of any such Interest Swap Obligation does not
        exceed the principal amount of the Indebtedness to which such Interest
        Swap Obligation relates;

               (v) Indebtedness of the Company or any of its Restricted
        Subsidiaries under Currency Agreements; PROVIDED that such Currency
        Agreements are entered into to protect the Company and its Restricted
        Subsidiaries from fluctuations in the value of foreign currencies
        purchased or received in the ordinary course of business; PROVIDED,
        FURTHER, that, in the case of Currency Agreements which relate to
        Indebtedness, such Currency Agreements do not increase the Indebtedness
        of the Company and its Restricted Subsidiaries outstanding other than as
        a result of fluctuations of foreign currency exchange rates or by reason
        of fees, indemnities and compensation payable thereunder;

               (vi) Indebtedness of a Wholly Owned Restricted Subsidiary of the
        Company to the Company or to a Wholly Owned Restricted Subsidiary of the
        Company for so long as such Indebtedness is held by the Company or a
        Wholly Owned Restricted Subsidiary of the Company, in each case subject
        to no Lien held by a Person other than the Company or a Wholly Owned
        Restricted Subsidiary of the Company; PROVIDED that if as of any date
        any Person other than the Company or a Wholly Owned Restricted
        Subsidiary of the Company owns or holds any such Indebtedness or holds a
        Lien in respect of such Indebtedness, such date shall be deemed the
        Incurrence of Indebtedness not constituting Permitted Indebtedness by
        the issuer of such Indebtedness;

               (vii) Indebtedness of the Company to a Wholly Owned Restricted
        Subsidiary of the Company for so long as such Indebtedness is held by a
        Wholly Owned Restricted Subsidiary of the Company, in each case subject
        to no Lien; PROVIDED that (a) any Indebtedness of the Company to any
        Wholly Owned Restricted Subsidiary of the Company that is not a
        Guarantor is unsecured and subordinated, pursuant to a written
        agreement, to the Company's Obligations under this Indenture and the
        Senior Subordinated Securities and (b) if as of any date any Person
        other than a Wholly Owned Restricted Subsidiary of the Company owns or
        holds any such Indebtedness or any Person holds a Lien in respect of
        such Indebtedness, such date shall be deemed the Incurrence of
        Indebtedness not constituting Permitted Indebtedness by the Company;

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

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

               (x)  Refinancing Indebtedness;

               (xi) Indebtedness represented by Capitalized Lease Obligations
        and Purchase Money Indebtedness of the Company and its Restricted
        Subsidiaries Incurred in the ordinary course of business not to exceed
        $5.0 million at any one time outstanding;

               (xii) the Incurrence by a Securitization Entity of Indebtedness
        in a Qualified Securitization Transaction that is without recourse to
        the Company or any Subsidiary of the Company (except for Standard
        Securitization Undertakings);

               (xiii) so long as no Senior Subordinated Note, Series B Note or
        Series C Note is then outstanding, additional Indebtedness of the
        Company and its Restricted Subsidiaries in an aggregate principal amount
        not to exceed $10.0 million at any one time outstanding (which amount
        may, but need not, be Incurred in whole or in part under the Credit
        Agreement); and

               (xiv) Indebtedness under the Take-Out Senior Subordinated Debt
        and any guarantees thereof.

        For purposes of determining compliance with Section 4.03, in the event
that an item of Indebtedness meets the criteria of more than one of the
categories of Permitted Indebtedness described in clauses (i) through (xi),
(xiii) or (xiv) above or is otherwise entitled to be Incurred pursuant to
Section 4.03(a), the Company shall, in its sole discretion, classify (or later
reclassify) such item of Indebtedness in any manner that complies with such
Section. Accrual of interest, accretion or amortization of original issue
discount, the payment of interest on any Indebtedness in the form of additional
Indebtedness with the same terms and the payment of dividends on Disqualified
Capital Stock will not be deemed to be an Incurrence of Indebtedness of an
issuance of Disqualified Capital Stock for purposes of Section 4.03. The amount
of Indebtedness issued at a price that is either less or greater than the
principal amount thereof shall be equal to the amount of the liability in
respect thereof determined in accordance with GAAP.

        "PERMITTED INVESTMENTS" means: (i) Investments by the Company or any
Restricted Subsidiary of the Company in any Wholly Owned Restricted Subsidiary
of the Company that is a Guarantor or any Person if as a result of such
Investment such Person shall become a Wholly Owned Restricted Subsidiary of the
Company that is a Guarantor or will merge or consolidate with or into the
Company or a Wholly Owned Restricted Subsidiary of the Company that is a
Guarantor; (ii) Investments in the Company by any Restricted Subsidiary of the
Company; PROVIDED that any Indebtedness evidencing such Investment is unsecured
and subordinated, pursuant to a written agreement and to the same extent that
the Series B Securities, the Series C Securities and the Senior Subordinated
Securities are subordinated to Senior Debt, to the Company's Obligations under
the Series B Securities, the Series C Securities, Senior Subordinated Securities
and the Series B Indenture, the Series C Indenture and this Indenture; (iii)
Investments in cash and Cash Equivalents; (iv) loans and advances to employees
and officers of the Company and its Restricted Subsidiaries in the ordinary
course of business for bona fide business purposes in an aggregate principal
amount not to exceed $2.0 million at any one time outstanding; (v) Currency
Agreements and Interest Swap Obligations entered into in the ordinary course of
the Company's or its Restricted Subsidiaries' businesses and otherwise in
compliance with this Indenture; (vi) Investments in securities of trade
creditors or customers received pursuant to any plan of reorganization or
similar arrangement upon the bankruptcy or insolvency of such trade creditors or
customers; (vii) Investments made by the Company or its Restricted Subsidiaries
as a result of consideration received in connection with an Asset Sale made in
compliance with the provisions of Section 4.06; (viii) additional Investments
having an aggregate fair market value, when taken together with all other
Investments made pursuant to this clause (viii) that are at that time
outstanding, not to exceed $5.0 million (with the fair market value of each
Investment being measured at the time made and without giving effect to
subsequent changes in value); (ix) any Investment by the Company or a Restricted
Subsidiary of the Company in a Securitization Entity or any Investment by a
Securitization Entity in any other Person in connection with a Qualified
Securitization Transaction; PROVIDED that any Investment in a Securitization
Entity is in the form of a Purchase Money Note or an equity interest; and (x)
Investments in Permitted Businesses made by the Company or any Wholly Owned
Restricted Subsidiary of the Company that is a Guarantor having an aggregate
fair market value, when taken together with all other Investments made pursuant
to this clause (x) after the Issue Date, not to exceed $5.0 million (with the
fair market value of each Investment being measured at the time made and without
giving effect to subsequent changes in value).

        "PERMITTED LIENS " means the following types of Liens:

               (i) Liens securing Senior Debt and Guarantor Senior Debt
        (including Liens securing Indebtedness outstanding under the Credit
        Agreement) to the extent that the Indebtedness secured thereby is
        permitted to be Incurred pursuant to Section 4.03;

               (ii) Liens securing the Series B Securities, the Series C
        Securities, the Senior Subordinated Securities and the Subsidiary
        Guarantees;

               (iii) Liens in favor of the Company or any Wholly Owned
        Restricted Subsidiary of the Company on assets of any Restricted
        Subsidiary of the Company;

               (iv) Liens existing on the Issue Date securing Indebtedness
        existing on the Issue Date to the extent and in the manner such Liens
        are in effect on the Issue Date;

               (v) Liens securing Refinancing Indebtedness which is Incurred to
        Refinance any Indebtedness which has been secured by a Lien permitted
        under this Indenture and which has been Incurred in accordance with the
        provisions of this Indenture, PROVIDED that such Liens (a) are no less
        favorable to the Holders and are not more favorable to the lienholders
        with respect to such Liens than the Liens in respect of the Indebtedness
        being Refinanced and (b) do not extend to or cover any property or
        assets of the Company or any of its Restricted Subsidiaries not securing
        the Indebtedness so Refinanced;

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

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

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

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

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

               (xi) any interest or title of a lessor under any Capitalized
        Lease Obligation, PROVIDED that such Liens do not extend to any property
        of asset which is not leased property subject to such Capitalized Lease
        Obligation;

               (xii) Liens securing Purchase Money Indebtedness of the Company
        or any Restricted Subsidiary of the Company, PROVIDED that (a) the
        Purchase Money Indebtedness shall not exceed the purchase price or the
        cost of construction or improvement of such property or assets, as the
        case may be, and shall not be secured by any property or assets of the
        Company or any Restricted Subsidiary of the Company other than the
        property or assets so acquired, constructed or improved and (b) the Lien
        securing such Indebtedness shall be created within 90 days of such
        acquisition or completion of construction or improvement;

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

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

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

               (xvi) Liens securing Interest Swap Obligations which Interest
        Swap Obligations relate to Indebtedness that is otherwise permitted
        under this Indenture;

               (xvii) Liens securing Indebtedness under Currency Agreements;

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

               (xix) Liens securing Acquired Indebtedness Incurred in compliance
        with Section 4.03, PROVIDED that (a) such Liens secured such Acquired
        Indebtedness at the time of and prior to the Incurrence of such Acquired
        Indebtedness by the Company or a Restricted Subsidiary of the Company
        and were not granted in anticipation of the Incurrence of such Acquired
        Indebtedness by the Company or a Restricted Subsidiary of the Company
        and (b) such Liens do not extend to or cover any property or assets of
        the Company or of any of its Restricted Subsidiaries other than the
        property or assets that secured the Acquired Indebtedness prior to the
        time such Indebtedness became Acquired Indebtedness of the Company or a
        Restricted Subsidiary of the Company and are no more favorable to the
        lienholders than those securing the Acquired Indebtedness prior to the
        Incurrence of such Acquired Indebtedness by the Company or a Restricted
        Subsidiary of the Company; and

               (xx) Liens on assets transferred to a Securitization Entity or on
        assets of a Securitization Entity, in either case Incurred in connection
        with a Qualified Securitization Transaction.

        "PERMITTED SECURITIZATION" means any financing program providing for the
sale or transfer of Securitization Assets by the Company or its Participating
Subsidiaries, in transactions purporting to be sales (and treated as sales for
GAAP purposes) (1) to one or more limited purpose financing companies, special
purpose entities and/or other financial institutions; (2) in each case, on a
non-recourse basis as to the Company and the Participating Subsidiaries; and (3)
in each case, the fair market value of the Securitization Assets sold or
transferred, including cash in an amount at least equal to 75% of the fair
market value thereof, as determined in accordance with GAAP (for purposes of
this definition, Purchase Money Notes shall be deemed cash).

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

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

        "PRIVATE EXCHANGE NOTES" means the "Private Exchange Notes," as defined
in the Registration Rights Agreement.

        "PRODUCTIVE ASSETS" means properties and assets (including Capital
Stock) that are used or useful by the Company and its Restricted Subsidiaries in
Permitted Businesses.

        "PROPERTIES" means all real property owned, leased or otherwise used or
occupied by the Company or any Subsidiary of the Company, wherever located.

        "PURCHASE MONEY INDEBTEDNESS" means Indebtedness of the Company and its
Restricted Subsidiaries Incurred in the normal course of business for the
purpose of financing all or any part of the purchase price, or the cost of
construction or improvement, of property or equipment.

        "PURCHASE MONEY NOTE" means a promissory note of a Securitization Entity
evidencing a line of credit, which may be irrevocable, from the Company or any
Subsidiary of the Company in connection with a Qualified Securitization
Transaction to a Securitization Entity, which note shall be repaid from cash
available to the Securitization Entity, other than amounts required to be
established as reserves pursuant to agreements, amounts paid to investors in
respect of interest, principal and other amounts owing to such investors and
amounts paid in connection with the purchase of newly generated receivables.

        "QUALIFIED CAPITAL STOCK" means any Capital Stock of the Company that is
not Disqualified Capital Stock.

        "QUALIFIED SECURITIZATION TRANSACTION" means any transaction or series
of transactions that may be entered into by the Company or any of its
Subsidiaries pursuant to which the Company or any or its Subsidiaries may sell,
convey or otherwise transfer to (a) a Securitization Entity (in the case of a
transfer by the Company or any of its Subsidiaries) and (b) any other Person (in
the case of a transfer by a Securitization Entity), or may grant a security
interest in, any accounts receivable (whether now existing or arising in the
future) of the Company or any of its Subsidiaries, and any assets related
thereto including, without limitation, all collateral securing such accounts
receivable, all contracts and contract rights and all guarantees or other
obligations in respect of such accounts receivable, proceeds of such accounts
receivable and other assets (including contract rights) which are customarily
transferred or in respect of which security interests are customarily granted in
connection with asset securitization transactions involving accounts receivable.

        "RECEIVABLES SUBSIDIARY" means a special purpose, bankruptcy remote
Wholly Owned Subsidiary of the Company which may be formed for the sole and
exclusive purpose of engaging in activities in connection with the purchase,
sale and financing of Securitization Assets in connection with and pursuant to a
Permitted Securitization.

        "REFINANCE" means, in respect of any security or Indebtedness, to
refinance, extend, renew, refund, repay, prepay, redeem, defease or retire, or
to issue a security or Indebtedness (the proceeds of which are applied within 60
days after the Incurrence thereof) in exchange or replacement for, such security
or Indebtedness in whole or in part. "Refinanced" and "Refinancing" have
correlative meanings.

        "REFINANCING INDEBTEDNESS" means any Refinancing by the Company or any
Restricted Subsidiary of the Company of Indebtedness Incurred in accordance with
the provisions of Section 4.03 (other than pursuant to clause (ii), (iv), (v),
(vi), (vii), (viii), (ix), (xi), (xii) or (xiii) of the definition of Permitted
Indebtedness), in each case that does not (1) directly or indirectly result in
an increase in the aggregate principal amount (or accreted value, if applicable)
of Indebtedness of the Company or such Restricted Subsidiary as of the date of
such Refinancing (plus the amount of any premium required to be paid under the
terms of the instrument governing such Indebtedness and plus the amount of
reasonable fees and expenses Incurred by the Company or such Restricted
Subsidiary in connection with such Refinancing) or (2) create Indebtedness with
(A) a Weighted Average Life to Maturity as of the date of such Refinancing that
is less than the Weighted Average Life to Maturity at such time of the
Indebtedness being Refinanced or (B) a final maturity earlier than the final
maturity of the Indebtedness being Refinanced; PROVIDED that (x) such
Refinancing Indebtedness shall be Indebtedness solely by the obligor of the
Indebtedness being Refinanced and (y) if such Indebtedness being Refinanced is
subordinate or junior to the Series B Securities, the Series C Securities, the
Senior Subordinated Securities or a Subsidiary Guarantee, then such Refinancing
Indebtedness shall be subordinate to the Senior Subordinated Securities or such
Subsidiary Guarantee, as the case may be, at least to the same extent and in the
same manner as the Indebtedness being Refinanced.

        "REGISTRATION RIGHTS AGREEMENT" means the Registration Rights Agreement
dated as of April 1, 1999, among the Company, the Guarantors and the Holders.

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

        "RESTRICTED SECURITIES LEGEND" means the legend to substantially the
following effect:

        THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
        AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS, BUT HAS
        BEEN ISSUED IN RELIANCE ON AN EXEMPTION FROM SUCH REGISTRATION, AND IS
        SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER DESCRIBED IN THE NOTE
        PURCHASE AGREEMENT DATED APRIL 1, 1999 AMONG CADMUS COMMUNICATIONS
        CORPORATION, J.P. MORGAN VENTURES CORPORATION AND FIRST UNION INVESTORS,
        INC. (THE "NOTE PURCHASE AGREEMENT'). NEITHER THIS SECURITY NOR ANY
        INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,
        TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF EXCEPT (I) IN
        ACCORDANCE WITH THE RESTRICTIONS ON TRANSFER SET FORTH IN THE NOTE
        PURCHASE AGREEMENT AND (II) PURSUANT TO THE REGISTRATION REQUIREMENTS OF
        THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO
        AN AVAILABLE EXEMPTION THEREFROM.

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

        "ROLL-OVER NOTES" means any of the Company's Senior Subordinated Notes
due 2009 issued upon the Initial Maturity Date of the Senior Subordinated Notes
pursuant to the provisions of this Indenture and guaranteed by the Guarantors.

        "SALE AND LEASEBACK TRANSACTION" means any direct or indirect
arrangement with any Person or to which any such Person is a party, providing
for the leasing to the Company or a Restricted Subsidiary of the Company of any
property, whether owned by the Company or any Restricted Subsidiary of the
Company at the Issue Date or later acquired, which has been or is to be sold or
transferred by the Company or such Restricted Subsidiary to such Person or to
any other Person from whom funds have been or are to be advanced by such Person
on the security of such property.

        "SECURITIES ACT" means the Securities Act of 1933, as amended, or any
successor statute or statutes thereto.

        "SECURITIZATION ASSETS" means all accounts receivable (whether now
existing or arising in the future) of the Company or any of its Participating
Subsidiaries which are sold or transferred pursuant to a Permitted
Securitization, and any assets related thereto, including without limitation (i)
all collateral given by any of the foregoing, (ii) all contracts and all
guarantees (but not by the Company or any of its Subsidiaries) or other
obligations directly related to any of the foregoing, (iii) other related assets
including those set forth in the Securitization Documents, and (iv) proceeds of
all of the foregoing.

        "SECURITIZATION DOCUMENTS" shall mean all documentation relating to any
Permitted Securitization.

        "SECURITIZATION ENTITY" means a Wholly Owned Subsidiary of the Company
(or another Person in which the Company or any Subsidiary of the Company makes
an Investment and to which the Company or any Subsidiary of the Company
transfers accounts receivable and related assets) which engages in no activities
other than in connection with the financing of accounts receivable and which is
designated by the Board of Directors of the Company (as provided below) as a
Securitization Entity: (a) no portion of the Indebtedness or any other
obligation (contingent or otherwise) of which (i) is guaranteed by the Company
or any Subsidiary of the Company (excluding guarantees of obligations (other
than the principal of, and interest on, Indebtedness) pursuant to Standard
Securitization Undertakings), (ii) is recourse to or obligates the Company or
any Subsidiary of the Company in any way other than pursuant to Standard
Securitization Undertakings or (iii) subjects any property or asset of the
Company or any Subsidiary of the Company, directly or indirectly, contingently
or otherwise, to the satisfaction thereof, other than pursuant to Standard
Securitization Undertakings, (b) with which neither the Company nor any
Subsidiary of the Company has any material contract, agreement, arrangement or
understanding other than on terms no less favorable to the Company or such
Subsidiary than those that might be obtained at the time from Persons that are
not Affiliates of the Company, other than fees payable in the ordinary course of
business in connection with servicing receivables of such entity, and (c) to
which neither the Company nor any Subsidiary of the Company has any obligation
to maintain or preserve such entity's financial condition or cause such entity
to achieve certain levels of operating results. Any such designation by the
Board of Directors of the Company shall be evidenced to the Trustee by filing
with the Trustee a Board Resolution of the Board of Directors of the Company
giving effect to such designation and an Officers' Certificate certifying that
such designation complied with the foregoing conditions.

        "SECURITIZATION FACILITY ATTRIBUTED DEBT" at any time means, without
duplication, the aggregate net outstanding amount theretofore paid to the
Receivables Subsidiary, the Company or any Participating Subsidiary in respect
of the Securitization Assets sold or transferred by it in connection with a
Permitted Securitization (it being the intent of the parties that the amount of
Securitization Facility Attributed Debt at any time outstanding approximate as
closely as possible the principal amount of Indebtedness which would be
outstanding at such time under the Permitted Securitization if the same were
structured as a secured lending agreement rather than a purchase agreement).

        "SENIOR DEBT" means, the principal of, premium, if any, and interest
(including any interest accruing subsequent to the filing of a petition of
bankruptcy at the rate provided for in the documentation with respect thereto,
whether or not such interest is an allowed claim under applicable law) on any
Indebtedness of the Company, whether outstanding on the Issue Date or thereafter
created, Incurred or assumed, unless, in the case of any particular
Indebtedness, the instrument creating or evidencing the same or pursuant to
which the same is outstanding expressly provides that such Indebtedness shall
not be senior in right of payment to the Senior Subordinated Securities. Without
limiting the generality of the foregoing, "Senior Debt" shall also include the
principal of, premium, if any, interest (including any interest accruing
subsequent to the filing of a petition of bankruptcy at the rate provided for in
the documentation with respect thereto, whether or not such interest is an
allowed claim under applicable law) on, and all other amounts owing in respect
of (1) all monetary obligations of every nature of the Company under the Credit
Agreement, including, without limitation, obligations to pay principal and
interest, reimbursement obligations under letters of credit, fees, expenses and
indemnities, (2) all Interest Swap Obligations (including guarantees thereof),
and (3) all obligations under Currency Agreements (including guarantees
thereof), in each case, whether outstanding on the Issue Date or thereafter
Incurred. Notwithstanding the foregoing, "Senior Debt" shall not include (i) any
Indebtedness of the Company to any Subsidiary or Affiliate of the Company, or
any Subsidiary of such Affiliate, (ii) Indebtedness to, or guaranteed on behalf
of, any shareholder, director, officer or employee of the Company or any
Subsidiary of the Company (including, without limitation, amounts owed for
compensation), (iii) Indebtedness to trade creditors and other amounts Incurred
in connection with obtaining goods, materials or services, (iv) Indebtedness
represented by Disqualified Capital Stock, (v) any liability for federal, state,
local or other taxes owed or owing by the Company, (vi) that portion of any
Indebtedness Incurred in violation of Section 4.03 (but, as to any such
obligation, no such violation shall be deemed to exist for purposes of this
clause (vi) if the holder(s) of such obligation or their representative and the
Trustee shall have received an Officers' Certificate of the Company to the
effect that the Incurrence of such Indebtedness does not (or, in the case of
revolving credit indebtedness, that the Incurrence of the entire committed
amount thereof at the date on which the initial borrowing thereunder is made
would not) violate such provisions of this Indenture), (vii) Indebtedness which,
when Incurred and without respect to any election under Section 1111(b) of Title
11 of the United States Code, is without recourse to the Company, and (viii) any
Indebtedness which is, by its express terms, subordinated in right of payment to
any other Indebtedness of the Company. The Senior Subordinated Securities are
intended to constitute Senior Debt (as such term is defined in each of the
Series B Indenture and the Series C Indenture) for purposes of the Series B
Indenture and the Series C Indenture.

        "SENIOR SUBORDINATED NOTES" shall have the meaning set forth in the
Recitals hereto.

        "SENIOR SUBORDINATED SECURITIES" shall have the meaning set forth in the
Recitals hereto.

        "SERIES B INDENTURE" means the indenture, dated the date hereof, among
the Company, the guarantors named therein and Wilmington Trust Company, as
trustee, as amended or supplemented from time to time, relating to $60.0 million
in aggregate principal amount of the Company's senior subordinated increasing
rate notes, Series B.

        "SERIES C INDENTURE" means the indenture, dated the date hereof, among
the Mack Printing Company, the guarantors named therein and Wilmington Trust
Company, as trustee, as amended or supplemented from time to time, relating to
$10.0 million in aggregate principal amount of the Mack Printing Company's
senior subordinated increasing rate notes, Series C.

        "SERIES B NOTES" means the "Senior Subordinated Notes," as such term is
defined in the Series B Indenture.

        "SERIES C NOTES" means the "Senior Subordinated Notes," as such term is
defined in the Series C Indenture.

        "SERIES B SECURITIES" means the "Senior Subordinated Securities," as
such term is defined in the Series B Indenture.

        "SERIES C SECURITIES" means the "Senior Subordinated Securities," as
such term is defined in the Series C Indenture.

        "SIGNIFICANT SUBSIDIARY" with respect to any Person, means any
Restricted Subsidiary of such Person that satisfies the criteria for a
"significant subsidiary" set forth in Rule 1.02(w) of Regulation S-X under the
Securities Act; PROVIDED, HOWEVER, that, for purposes of Section 4.13, such
satisfaction shall be determined based on 5.0%, rather than 10.0%.

        "STANDARD SECURITIZATION UNDERTAKINGS" means representations,
warranties, covenants and indemnities entered into by the Company or any
Subsidiary of the Company which are reasonably customary in an accounts
receivable transaction.

        "STATED MATURITY" means, with respect to any installment of principal or
interest on any Senior Subordinated Securities, the date on which such payment
of principal or interest was scheduled to be paid pursuant hereto, and shall not
include any contingent obligations to repay, redeem or repurchase any such
principal or interest prior to the date scheduled for the payment thereof.

        "STOCK PURCHASE AGREEMENT" means the Stock Purchase Agreement, dated as
of April 1, 1999, by and among the Company, Melham U.S. Inc., Purico (IOM) Ltd.
and Paul F. Mack, as such agreement may be supplemented or amended.

        "SUBSIDIARY" means, with respect to any Person, (i) any corporation a
majority of whose Voting Stock shall at the time be owned, directly or
indirectly, by such Person, or (ii) any other Person of which at least a
majority of the voting interest under ordinary circumstances is at the time,
directly or indirectly, owned by such Person.

        "SUBSIDIARY GUARANTEE" means any guarantee of the Senior Subordinated
Securities by a Guarantor pursuant to Article XI.

        "TAKE-OUT SECURITIES" means any stock, shares, partnership interests,
voting trust certificates, certificates of interest or participation in any
profit sharing agreement or arrangement, bonds, debentures, options, warrants,
notes, or other evidences of indebtedness, secured or unsecured, convertible,
subordinated or otherwise, including the Take-Out Senior Subordinated Debt, or
in general any instruments commonly known as "securities" or any certificates of
interest, shares or participations in temporary or interim certificates for the
purchase or acquisition of, or any right to subscribe to, purchase or acquire,
any of the foregoing, in each case issued in compliance with the terms of the
Credit Agreement as in effect on the Issue Date.

        "TAKE-OUT SENIOR SUBORDINATED DEBT" means unsecured notes or debentures
of the Company (which may be guaranteed by one or more of the Guarantors on a
senior subordinated basis), subordinated to the prior payment of the Senior
Debt, that may be issued by the Company after the Issue Date solely to Refinance
the Indebtedness represented by the Senior Subordinated Notes, the Series B
Notes and the Series C Notes.

        "THIRD PARTIES" means all lessees, sublessees, licensees and other users
of the Properties in the ordinary course of the Company's business and on a
temporary basis.

        "THREE-MONTH LIBOR" means, for any LIBOR Period, the rate for deposits
in Dollars for a three-month period which appears on Telerate Page 3750 as of
11:00 a.m., London time, on the first day of such LIBOR Period. If such rate
does not appear on Telerate page 3750, the rate for that determination date will
be determined on the basis of the rate offered by Morgan Guaranty Trust Company
of New York at approximately 11:00 a.m., London time, on that day to prime banks
in the London interbank market for Dollar deposits for a three-month period. If
Three-Month LIBOR cannot be determined with respect to any LIBOR Period using
the foregoing methods, the rate for such Interest Period will be Three-Month
LIBOR as in effect during the preceding LIBOR Period. "Telerate Page 3750" means
the display page currently so designated on the Dow Jones Telerate Service (or
such other page as may replace that page on that service for the purpose of
displaying comparable rates or prices).

        "TIA" means the Trust Indenture Act of 1939, as amended, as in effect on
the date of this Indenture (except as provided in Section 9.03) until such time
as this Indenture is qualified under the TIA, and thereafter as in effect on the
date on which this Indenture is qualified under the TIA.

        "TOTAL LEVERAGE RATIO" means, as of any date, the ratio of (i)
Consolidated Total Debt as of such date to (ii) Consolidated Cash Flow for the
Four Quarter Period (as defined in the definition of "Consolidated Fixed Charge
Coverage Ratio") most recently ended on or prior to such date.

        "TRANSFER RESTRICTED SECURITIES" means Senior Subordinated Securities
that bear or are required to bear the Restricted Securities Legend.

        "TRUSTEE" means the party named as such in the introductory paragraphs
of this Indenture until a successor replaces it and, thereafter, means the
successor.

        "TRUST OFFICER" means the Chairman of the Board, the President or any
other officer of the Trustee assigned by the Trustee to administer this
Indenture.

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

        "UNRESTRICTED SUBSIDIARY" of any Person means (1) any Subsidiary of such
Person formed or acquired after the Issue Date that at the time of determination
shall be or continue to be designated an Unrestricted Subsidiary by the Board of
Directors of such Person in compliance with Section 4.24 of this Indenture; and
(2) any Subsidiary of an Unrestricted Subsidiary.

        "VOTING STOCK" means any class or classes of Capital Stock pursuant to
which the holders thereof have the general voting power under ordinary
circumstances to elect at least a majority of the board of directors, managers
or trustees of any Person (irrespective of whether or not, at the time, stock of
any other class or classes shall have, or might have, voting power by reason of
the happening of any contingency) and, with respect to the Company, shall be
deemed to include the Common Stock of the Company.

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

        "WHOLLY OWNED RESTRICTED SUBSIDIARY" of any Person means any Wholly
Owned Subsidiary of such Person which, at the time of determination, is a
Restricted Subsidiary of such Person.

        "WHOLLY OWNED SUBSIDIARY" of any Person means any Subsidiary of such
Person of which all the outstanding Voting Stock (other than in the case of a
Subsidiary that is incorporated in a jurisdiction other than a State in the
United States or the District of Columbia, directors' qualifying shares or an
immaterial amount of shares required to be owned by other Persons pursuant to
applicable law) is owned by such Person or any Wholly Owned Subsidiary of such
Person.

               SECTION 1.02  Other Definitions.

<TABLE>
<CAPTION>

                             Term                                 Defined in Section
                             ----                                 ------------------
<S>                                                                   <C>
        "Acceleration Notice"........................                 6.02
        "Affiliate Transaction"......................                 4.08
        "Agent Members"..............................                 2.13(a)
        "Bankruptcy Law".............................                 6.01
        "Change of Control Date".....................                 4.09(a)
        "Change of Control Offer"....................                 4.09
        "Change of Control Payment Date".............                 4.09(c)
        "Covenant Defeasance"........................                 8.01(c)
        "CUSIP"......................................                 2.12
        "custodian"..................................                 6.01
        "Defeasance Trust Payment"...................                 10.02
        "Events of Default"..........................                 6.01
        "Exchange Offer .............................                 2.01
        "Exchange Registration Statement.............                 2.01
        "Guarantor Blockage Period"..................                 12.02
        "Guarantor Default Notice"...................                 12.02
        "Guaranteed Obligations......................                 11.01
        "Incur"......................................                 4.03
        "Indemnified Party"..........................                 7.07
        "Legal Defeasance"...........................                 8. 01(b)
        "Legal Holiday"..............................                 13.08
        "Net Proceeds Offer..........................                 4.06(a)
        "Net Proceeds Offer Amount"..................                 4.06(a)
        "Net Proceeds Offer Payment Date"............                 4.06(a)
        "Net Proceeds Offer Trigger Date"............                 4.06(a)
        "Net Proceeds Trigger Date"..................                 4.06(a)
        "outstanding"................................                 8. 01(b)
        "Paying Agent"...............................                 2.03
        "Payment Blockage Notice"....................                 10.02
        "Payment Blockage Period"....................                 10.02
        "Reference Date".............................                 4.04
        "Registrar"..................................                 2.03
        "Restricted Payment".........................                 4.04
        "Revolving Credit Commitment:                                 6.02
        "Securities Register"........................                 2.06
        "Surviving Entity"...........................                 5.01
        "Term Loan Commitment".................................       6.02

</TABLE>

               SECTION 1.03 Incorporation by Reference of Trust Indenture Act.
Whenever this Indenture refers to a provision of the TIA, such provision is
incorporated by reference in and made a part of this Indenture. The following
TIA terms used in this Indenture have the following meanings:



        "Commission" means the United States Securities and Exchange Commission.

        "indenture securities" means the Senior Subordinated Securities.

        "indenture security holder" means a Holder.

        "indenture to be qualified" means this Indenture.

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

        "obligor" on the indenture securities means the Company, each Guarantor
and any other obligor on the Senior Subordinated Securities.

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

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

                      (1) a term has the meaning assigned to it;

                      (2) an accounting term not otherwise defined has the
               meaning assigned to it in accordance with GAAP;

                      (3) "or" is not exclusive;

                      (4) "including" means including without limitation;

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

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


                                   ARTICLE II

                       THE SENIOR SUBORDINATED SECURITIES

               SECTION 2.01 Form and Dating; Issuance. (a) The Senior
Subordinated Notes, the notation thereon relating to the Subsidiary Guarantees,
and the Trustee's certificate of authentication thereon shall be substantially
in the form of Exhibit A, which is hereby incorporated in and expressly made a
part of this Indenture. Any Roll-Over Notes, the notation thereon relating to
the Subsidiary Guarantees, and the Trustee's certificate of authentication
thereon shall be substantially in the form of Exhibit B, which is hereby
incorporated in and expressly made a part of this Indenture. Any Exchange Notes
or Private Exchange Notes, the notation thereon relating to the Subsidiary
Guarantees, and the Trustee's certificate of authentication thereon shall be
substantially in the form of Exhibit B; PROVIDED that, in the case of the
Exchange Note, such Exchange Notes shall not bear the Restricted Securities
Legend. The Senior Subordinated Securities may have notations, legends or
endorsements required by law, stock exchange rule, agreements to which the
Company or any Guarantor is subject, if any, or usage. Each Senior Subordinated
Security shall be dated the date of its authentication. The terms of the Senior
Subordinated Securities and the Subsidiary Guarantees set forth in Exhibit A and
Exhibit B are part of the terms of this Indenture. The Senior Subordinated
Securities shall be issuable only in registered form without coupons in
denominations of $1,000 and integral multiples thereof.

               (b) The Senior Subordinated Securities shall be represented by
certificates registered in the names of the Holders and may be represented by
one or more Global Senior Subordinated Securities. The aggregate principal
amount of any Global Senior Subordinated Security may from time to time be
increased or decreased in accordance with the provisions of this Article II by
adjustments made on the records of the Trustee as Custodian.

               (c) On the Issue Date, the Company shall issue, and the Trustee
shall authenticate in accordance with Section 2.02, the Senior Subordinated
Notes in an aggregate principal amount of $40,000,000. On the Issue Date, each
Guarantor shall execute a Subsidiary Guarantee in the manner set forth in
Article XI.

               (d) If the Company has not redeemed or repaid the Senior
Subordinated Notes in full on or prior to the Initial Maturity Date, the
Holders, subject to the provisions of this Section 2.01(d), on the Initial
Maturity Date shall exchange their Senior Subordinated Notes for Roll-Over Notes
in an equal aggregate principal amount and the Company shall issue (and, in the
case of the Subsidiary Guarantees, each Guarantor shall execute), and the
Trustee shall authenticate in accordance with Section 2.02, Roll-Over Notes in
an aggregate principal amount equal to the aggregate principal amount of Senior
Subordinated Notes then outstanding. The obligation of the Holders to exchange
their Senior Subordinated Notes for Roll-Over Notes is subject to the condition
that no Default or Event of Default under Section 6.01(a), (b) or (d) shall have
occurred and be continuing on the Initial Maturity Date.

               (e) At such time as an "Exchange Registration Statement" (as
defined in the Registration Rights Agreement) has been declared effective by the
Commission and an "Exchange Offer" (as defined in the Registration Rights
Agreement) has been consummated as contemplated by the Registration Rights
Agreement, the Company shall issue (and, in the case of the Subsidiary
Guarantees, each Guarantor shall execute), and the Trustee shall authenticate in
accordance with Section 2.02, Exchange Notes in an aggregate principal amount
equal to the principal amount of Roll-Over Notes surrendered for exchange or
Private Exchange Notes in accordance with the Registration Rights Agreement.

               SECTION 2.02 Execution and Authentication. Two Officers of the
Company shall sign the Senior Subordinated Securities by manual or facsimile
signature.

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

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

               The Trustee shall authenticate and make available for delivery
upon a written order of the Company signed by two of its Officers (1) Senior
Subordinated Notes for original issue on the Issue Date in an aggregate
principal amount of $40,000,000, (2) subject to Section 2.01(d), Roll-Over Notes
in an aggregate principal amount equal to the aggregate principal amount of
Senior Subordinated Notes then outstanding and (3) subject to Section 2.01(e),
Exchange Notes or Private Exchange Notes, as the case may be, issued upon
surrender of an equal aggregate principal amount of Roll-Over Notes in an
Exchange Offer. Such order shall specify the amount of the Senior Subordinated
Securities to be authenticated, the date on which the original issue of Senior
Subordinated Securities is to be authenticated and whether the Senior
Subordinated Securities are to be Senior Subordinated Notes, Roll-Over Notes or
Exchange Notes. The aggregate principal amount of Senior Subordinated Securities
outstanding at any time may not exceed $40,000,000, except as provided in
Section 2.07.

               The Trustee may appoint an authenticating agent reasonably
acceptable to the Company to authenticate the Senior Subordinated Securities.
Any such appointment shall be evidenced by an instrument signed by a Trust
Officer of the Trustee, a copy of which shall be furnished to the Company.
Unless limited by the terms of such appointment, an authenticating agent may
authenticate Senior Subordinated Securities whenever the Trustee may do so.
After any such appointment, 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 Company shall
maintain an office or agency where Senior Subordinated Securities may be
presented for registration of transfer or for exchange (the "Registrar") and an
office or agency where Senior Subordinated Securities may be presented for
payment (the "Paying Agent"). The Company may have one or more co-registrars and
one or more additional paying agents. The term "Paying Agent" includes any
additional paying agent.

               The Company shall enter into an appropriate agency agreement with
any Registrar, Paying Agent or co-registrar not a party to this Indenture, which
shall incorporate the terms of the TIA. The agreement shall implement the
provisions of this Indenture that relate to such agent. The Company shall notify
the Trustee of the name and address of any such agent. If the Company fails to
maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be
entitled to appropriate compensation therefor pursuant to Section 7.07. The
Company may act as Paying Agent, Registrar, co-registrar or transfer agent;
PROVIDED that the Company may not act as Paying Agent for purposes of Article
III, Article VIII, and Sections 4.06 and 4.09.

               The Company initially appoints the Trustee as Registrar and
Paying Agent in connection with the Senior Subordinated Securities.

               The Company initially appoints The Depository Trust Company to
act as Depositary with respect to the Global Senior Subordinated Securities, and
the Trustee shall initially be the Custodian with respect to the Global Senior
Subordinated Securities.

               The Company may remove any Registrar or Paying Agent upon written
notice to such Registrar or Paying Agent and to the Trustee, PROVIDED that no
such removal shall become effective until (1) acceptance of an appointment by a
successor as evidenced by an appropriate agreement entered into by the Company
and such successor Registrar or Paying Agent, as the case may be, and delivered
to the Trustee or (2) notification to the Trustee that the Trustee shall serve
as Registrar or Paying Agent until the appointment of a successor in accordance
with clause (1) above. The Registrar or Paying Agent may resign at any time upon
not less than three Business Days' prior written notice to the Company;
PROVIDED, HOWEVER, that the Trustee may resign as Paying Agent or Registrar only
if the Trustee also resigns as Trustee in accordance with Section 7.08.

               SECTION 2.04 Paying Agent To Hold Money in Trust. Prior to 11:00
a.m., New York City time, on each due date of the principal and interest on any
Senior Subordinated Security, the Company shall deposit with the Paying Agent
(or if the Company is acting as Paying Agent, segregate and hold in trust for
the benefit of the Persons entitled thereto) a sum sufficient to pay such
principal and interest when so becoming due. The Company 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 Senior Subordinated Securityholders or
the Trustee all money held by the Paying Agent for the payment of principal of
or interest on the Senior Subordinated Securities and shall notify the Trustee
in writing of any default by the Company in making any such payment within one
Business Day thereof. If the Company acts as Paying Agent, it shall segregate
the money held by it as Paying Agent and hold it as a separate trust fund. The
Company at any time may require a Paying Agent to pay all money held by it to
the Trustee and to account for any funds disbursed by the Paying Agent. Upon
complying with this Section 2.04, the Paying Agent shall have no further
liability for the money delivered to the Trustee.

               SECTION 2.05 Senior Subordinated 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 Holders of Senior
Subordinated Securities. If the Trustee is not the Registrar, the Company shall
furnish, or cause the Registrar to furnish, to the Trustee, in writing at least
five Business Days before each interest payment date and at such other times as
the Trustee may request in writing, a list in such form and as of such date as
the Trustee may reasonably require of the names and addresses of the Holders of
Senior Subordinated Securities.

               SECTION 2.06 Registration of Transfer and Exchange. The Senior
Subordinated Securities shall be issued in registered form only. The Company
shall cause to be kept at the principal corporate trust office of the Trustee a
register (the "Securities Register") in which, subject to such reasonable
regulations as it may prescribe, the Registrar shall provide for the
registration of transfer of Senior Subordinated Securities entitled to be
transferred as herein provided or the exchange of Senior Subordinated Securities
for an equal principal amount of Senior Subordinated Securities of other
authorized denominations. To permit registration of transfers and exchanges, the
Company shall execute (and, in the case of the Subsidiary Guarantees, each
Guarantor shall execute) and the Trustee shall authenticate Senior Subordinated
Securities at the Registrar's or co-registrar's request. No service charge shall
be made for any registration of transfer or exchange, but the Registrar may
require payment of a sum sufficient to pay all taxes, assessments or other
governmental charges in connection with any registration of transfer or exchange
pursuant to this Section 2.06 (other than any such taxes, assessments or other
governmental charges payable upon transfers or exchanges pursuant to Sections
2.09, 3.06, 4.09, and 9.05). The Registrar need not register transfers or
exchanges of Senior Subordinated Securities selected for redemption (except, in
the case of Senior Subordinated Securities to be redeemed in part, the portion
thereof not to be redeemed) or transfers or exchanges of any Senior Subordinated
Securities for a period of 15 days before a selection of Senior Subordinated
Securities to be redeemed.

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

               Any Holder of a Global Senior Subordinated Security shall, by
acceptance of such Global Senior Subordinated Security, agree that transfers of
beneficial interests in such Global Senior Subordinated Security may be effected
only through the Depositary, in accordance with the provisions of this Indenture
and such Depositary's usual procedures.

               All Senior Subordinated Securities issued upon any registration
of transfer or exchange pursuant to this Section 2.06 will evidence the same
debt and will be entitled to the same benefits under this Indenture as the
Senior Subordinated Securities surrendered upon such registration of transfer or
exchange.

               SECTION 2.07 Replacement Senior Subordinated Securities. If a
mutilated Senior Subordinated Security is surrendered to the Registrar or if the
Holder of a Senior Subordinated Security claims that the Senior Subordinated
Security has been lost, destroyed or wrongfully taken, the Company shall issue
(and, in the case of the Subsidiary Guarantees, each Guarantor shall issue) and
the Trustee shall authenticate a replacement Senior Subordinated Security if the
Holder satisfies any reasonable requirements of the Trustee including evidence
of the destruction, loss or theft of the Senior Subordinated Security. If
required by the Trustee or the Company, such Holder shall furnish an indemnity
bond sufficient in the judgment of the Trustee to protect the Company, the
Guarantors, the Trustee, the Paying Agent, the Registrar and any co-registrar
from any loss that any of them may suffer if a Senior Subordinated Security is
replaced. The Company and the Trustee may charge the Holder for their reasonable
out-of-pocket expenses in replacing a Senior Subordinated Security, including
the payment of a sum sufficient to cover any tax or other governmental charge
that may be required. In the event any such mutilated, lost, destroyed or
wrongfully taken Senior Subordinated Security has become or is about to become
due and payable, the Company in its discretion may pay such Senior Subordinated
Security instead of issuing a new Senior Subordinated Security in replacement
thereof.

               Every replacement Senior Subordinated Security is an additional
obligation of the Company.

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

               SECTION 2.08 Outstanding Senior Subordinated Securities. The
Senior Subordinated Securities outstanding at any time are all Senior
Subordinated Securities authenticated by the Trustee except for those canceled
by it, those delivered to it for cancellation and those described in this
Section 2.08 as not outstanding. A Senior Subordinated Security does not cease
to be outstanding because the Company, any Guarantor or an Affiliate of the
Company or any Guarantor holds the Senior Subordinated Security.

               If a Senior Subordinated Security is replaced pursuant to Section
2.07, it ceases to be outstanding unless the Trustee and the Company receive
proof satisfactory to them that the replaced Senior Subordinated Security is
held by a protected purchaser (as defined in Article 8 of the Uniform Commercial
Code).

               If the Paying Agent (other than the Company or any Subsidiary of
the Company) segregates and holds in trust, in accordance with this Indenture,
on a redemption date or maturity date U.S. Legal Tender sufficient to pay all
principal and interest payable on that date with respect to the Senior
Subordinated Securities (or portions thereof) to be redeemed or maturing, as the
case may be, and the Paying Agent is not prohibited from paying such money to
the Holders of Senior Subordinated Securities on that date pursuant to the terms
of this Indenture, then on and after that date such Senior Subordinated
Securities (or portions thereof) cease to be outstanding and interest on them
ceases to accrue.

               SECTION 2.09 Temporary Senior Subordinated Securities. Until
definitive Senior Subordinated Securities are ready for delivery, the Company
may prepare (and, in the case of the Subsidiary Guarantees, each Guarantor shall
prepare) and the Trustee shall authenticate temporary Senior Subordinated
Securities. Temporary Senior Subordinated Securities shall be substantially in
the form of definitive Senior Subordinated Securities. Without unreasonable
delay, the Company shall prepare (and, in the case of the Subsidiary Guarantees,
each Guarantor shall prepare) and the Trustee shall authenticate definitive
Senior Subordinated Securities and deliver them in exchange for temporary Senior
Subordinated Securities upon surrender of such temporary Senior Subordinated
Securities at the office or agency of the Company, without charge to the Holder.

               SECTION 2.10 Cancellation. The Company at any time may deliver
Senior Subordinated Securities to the Trustee for cancellation. The Registrar
and the Paying Agent shall forward to the Trustee any Senior Subordinated
Securities surrendered to them for registration of transfer, exchange or
payment. The Trustee shall cancel all Senior Subordinated Securities surrendered
for registration of transfer, exchange, payment or cancellation and dispose of
such Senior Subordinated Securities in accordance with its customary procedures,
unless the Company otherwise directs in writing to the Trustee. The Company may
not issue new Senior Subordinated Securities to replace Senior Subordinated
Securities that have been redeemed, paid or delivered to the Trustee for
cancellation. The Trustee shall not authenticate Senior Subordinated Securities
in place of canceled Senior Subordinated Securities other than pursuant to the
terms of this Indenture.

               SECTION 2.11 Defaulted Interest. If the Company defaults in a
payment of interest on the Senior Subordinated Securities, the Company shall pay
the defaulted interest (plus interest on such defaulted interest at the rate
then payable in respect of such Senior Subordinated Securities to the extent
lawful) in any lawful manner. The Company may pay the defaulted interest to the
Persons who are Holders of Senior Subordinated Securities on a subsequent
special record date. The Company shall fix or cause to be fixed any such special
record date and payment date to the reasonable satisfaction of the Trustee and
shall promptly mail or cause to be mailed to each Holder of Senior Subordinated
Securities a notice that states the special record date, the payment date and
the amount of defaulted interest to be paid.

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

               SECTION 2.12 CUSIP Numbers. The Company in issuing the Senior
Subordinated Securities may use "CUSIP" numbers (if then generally in use) and,
if so, the Trustee shall use "CUSIP" numbers in notices of redemption as a
convenience to Holders; PROVIDED, HOWEVER, that any such notice may state that
no representation is made as to the correctness of such numbers either as
printed on the Senior Subordinated Securities or as contained in any notice of a
redemption and that reliance may be placed only on the other identification
numbers printed on the Senior Subordinated Securities, and any such redemption
shall not be affected by any defect in or omission of such numbers. The Company
shall promptly notify the Trustee of any changes in "CUSIP" numbers for the
Senior Subordinated Securities.

               SECTION 2.13 Book-Entry Provisions for Global Senior Subordinated
Securities. If the Senior Subordinated Securities are issued in the form of a
Global Senior Subordinated Security, the following provisions shall apply:

               (a) Each Global Senior Subordinated Security initially shall (i)
        be registered in the name of the Depositary for such Global Senior
        Subordinated Security or the nominee of such Depositary and (ii) be
        delivered to the Trustee as the initial Custodian for such Depositary.
        Beneficial interests in Global Senior Subordinated Securities may be
        held indirectly through members of or participants in ("Agent Members")
        the Depositary.

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

               (b) Transfers of a Global Senior Subordinated Security shall be
        limited to transfers of such Global Senior Subordinated Security in
        whole, but not in part, to the Depositary, its successors or their
        respective nominees. Interests of beneficial owners in a Global Senior
        Subordinated Security may be transferred in accordance with the rules
        and procedures of the Depositary (and Agent Member, if applicable) and
        the provisions of Section 2.14. The Trustee shall register the transfer
        of Senior Subordinated Securities to all beneficial owners in exchange
        for their beneficial interests in a Global Senior Subordinated Security
        if (i) the Depositary notifies the Company that it is unwilling or
        unable to continue as Depositary for such Global Senior Subordinated
        Security or the Depositary ceases to be a clearing agency registered
        under the Exchange Act, at a time when the Depositary is required to be
        so registered in order to act as Depositary, and in each case a
        successor Depositary is not appointed by the Company within 90 days of
        such notice or, (ii) the Company executes and delivers to the Trustee
        and Registrar an Officers' Certificate stating that such Global Senior
        Subordinated Security shall be so exchangeable or (iii) an Event of
        Default has occurred and is continuing and the Registrar has received a
        request from the Trustee or the Depositary to permit such transfers.

               SECTION 2.14 Special Transfer Provisions. Unless and until a
Transfer Restricted Security is transferred or exchanged under an effective
registration statement under the Securities Act, the following provisions shall
apply:

               (a) Upon the registration of transfer, exchange or replacement of
        Senior Subordinated Securities not bearing the Restricted Securities
        Legend, the Registrar shall deliver Senior Subordinated Securities that
        do not bear the Restricted Securities Legend. Upon the registration of
        transfer, exchange or replacement of Senior Subordinated Securities
        bearing the Restricted Securities Legend, the Registrar shall deliver
        only Senior Subordinated Securities that bear the Restricted Securities
        Legend unless (i) the requested transfer is after the second anniversary
        of the Issue Date (PROVIDED, HOWEVER, that neither the Company nor any
        Affiliate of the Company has held any beneficial interest in such Senior
        Subordinated Security, or portion thereof, at any time prior to the
        second anniversary of the Issue Date) or (ii) there is delivered to the
        Registrar an Opinion of Counsel reasonably satisfactory to the Company
        and the Trustee to the effect that neither such legend nor the related
        restrictions on transfer are required in order to maintain compliance
        with the provisions of the Securities Act.

               (b) By its acceptance of any Senior Subordinated Security bearing
        the Restricted Securities Legend, each Holder of such a Senior
        Subordinated Security acknowledges that transfer of such Senior
        Subordinated Security may be restricted pursuant to the provisions of
        the Securities Act as set forth in the Restricted Securities Legend and
        agrees that it shall transfer such Senior Subordinated Security only in
        a transaction that is exempt from the registration requirements of the
        Securities Act.

               SECTION 2.15 Special Transfer Restrictions on Senior Subordinated
Notes. Notwithstanding any other provision of this Indenture, prior to the
Initial Maturity Date, (i) no registration of transfer of any Senior
Subordinated Note and (ii) no Lien (other than Liens contemplated by the Stock
Purchase Agreement) of any kind shall be created in or placed on any Senior
Subordinated Note, in each case without the written consent of the Company,
which consent shall not be unreasonably withheld (it being understood that
solely because any registration of transfer results in an increase in the number
of Holders of Senior Subordinated Notes to not more than eight Holders shall not
constitute reasonable grounds for withholding such consent); PROVIDED, HOWEVER,
that the registration of transfer to, and the creation of Liens in favor of,
Affiliates of such Holders shall not be prohibited by this Section 2.15.

                                   ARTICLE III

                                   REDEMPTION

               SECTION 3.01 Notices to Trustee. If the Company elects to redeem
Senior Subordinated Securities pursuant to Section 3.07 or is required to redeem
Senior Subordinated Notes pursuant to Section 3.08, it shall notify the Trustee
in writing of the redemption date, the redemption price, the principal amount of
Senior Subordinated Securities to be redeemed and the Section of this Indenture
pursuant to which the redemption will occur.

               The Company shall give each notice to the Trustee provided for in
this Section 3.01 not less than 30 days (or 3 Business Days in the case of a
mandatory redemption pursuant to the terms of Section 3.08(a)) but no more than
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 Company to the effect that such redemption will
comply with the conditions herein. Any such notice may be canceled at any time
prior to notice of such redemption being mailed to any Holder and shall thereby
be void and of no effect.

               SECTION 3.02 Selection. If less than all of the Senior
Subordinated Securities are to be redeemed at any time, selection of Senior
Subordinated Securities for redemption will be made by the Trustee in compliance
with the requirements of the principal national securities exchange, if any, on
which the Senior Subordinated Securities are listed, or, if the Senior
Subordinated Securities are not so listed, on a PRO RATA basis, by lot or by
such method as the Trustee shall deem fair and appropriate; PROVIDED that no
Senior Subordinated Security of $1,000 or less shall be redeemed in part. If any
Senior Subordinated Security is to be redeemed in part only, the notice of
redemption that relates to such Senior Subordinated Security shall state the
portion of the principal amount thereof to be redeemed. On and after the
redemption date, unless the Company defaults in making the redemption payment or
the Paying Agent is prohibited from making the redemption payment pursuant to
the terms of this Indenture, interest ceases to accrue on Senior Subordinated
Securities or portions of them called for redemption.

               SECTION 3.03 Notice. Notices of redemption shall be mailed by
first class mail not less than 30 days (or 3 Business Days in the case of a
mandatory redemption pursuant to the terms of Section 3.08(a)) but not more than
60 days before the redemption date to each Holder of Senior Subordinated
Securities to be redeemed at its registered address. Notices of redemption may
not be conditional. The Trustee shall notify the Company promptly of the Senior
Subordinated Securities or portions of Senior Subordinated Securities to be
redeemed.

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

               (1)    the redemption date;

               (2)    the redemption price;

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

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

               (5) if fewer than all the outstanding Senior Subordinated
        Securities are to be redeemed, the certificate numbers and principal
        amounts of the particular Senior Subordinated Securities to be redeemed;

               (6) that, unless the Company defaults in making such redemption
        payment or the Paying Agent is prohibited from making such payment
        pursuant to the terms of this Indenture, interest on Senior Subordinated
        Securities (or portion thereof) called for redemption ceases to accrue
        on and after the redemption date;

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

               (8) the CUSIP number, if any, printed on the Senior Subordinated
        Securities being redeemed;

               (9) in the case of a partial redemption, that any Holder of a
        Senior Subordinated Security redeemed in part shall receive a
        replacement Senior Subordinated Security in the principal amount equal
        to the principal amount of the Senior Subordinated Security not so
        redeemed; and

               (10) 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 Senior Subordinated Securities.

               At the Company's request (which may be revoked at any time in
writing prior to the time at which the Trustee shall have given such notice to
the Holders), the Trustee shall give the notice of redemption in the Company's
name and at the Company's expense. In such event, the Company shall provide the
Trustee with the information required by this Section 3.03.

               SECTION 3.04 Effect of Notice of Redemption. Once notice of
redemption is mailed, Senior Subordinated 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 Senior Subordinated
Securities shall be paid at the redemption price stated in the notice, plus
accrued interest to the redemption date; PROVIDED that if the redemption date is
after a regular record date and on or prior to the interest payment date, the
accrued interest shall be payable to the Holder of the redeemed Senior
Subordinated Securities registered on the relevant record date. If mailed in the
manner herein, the notice shall be conclusively presumed to have been given
whether or not the Holder receives such notice. 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 3.05 Deposit of Redemption Price. Prior to 11:00 a.m. New
York City time on the redemption date, the Company shall deposit with the Paying
Agent U.S. Legal Tender sufficient to pay the redemption price of and accrued
interest on all Senior Subordinated Securities to be redeemed on the redemption
date other than Senior Subordinated Securities or portions of Senior
Subordinated Securities called for redemption that have been delivered by the
Company to the Trustee for cancellation.

               SECTION 3.06 Senior Subordinated Securities Redeemed in Part.
Upon surrender of a Senior Subordinated Security that is redeemed in part, the
Company shall execute and the Trustee shall authenticate for the Holder (at the
Company's expense) a new Senior Subordinated Security equal in principal amount
to the unredeemed portion of the Senior Subordinated Security surrendered.

               SECTION 3.07 Optional Redemption. The Company may at any time and
from time to time redeem the Senior Subordinated Notes, in whole or in part,
without premium (except as otherwise provided in this Section 3.07) or penalty,
at a price equal to the principal amount so to be redeemed plus all accrued and
unpaid interest. Prior to April 1, 2004, the Company may not redeem Roll-Over
Notes, Exchange Notes or Private Exchange Notes. From and after such date, the
Company may at any time and from time to time redeem the Roll-Over Notes,
Exchange Notes or Private Exchange Notes in whole or in part, at a price equal
to the principal amount so to be redeemed multiplied by the Applicable Call
Premium, plus all accrued and unpaid interest to the date of redemption. Partial
redemptions pursuant to this Section 3.07 shall be in an aggregate principal
amount of $500,000 (in the aggregate as to all Senior Subordinated Securities)
or a whole multiple of $100,000 in excess thereof. Notwithstanding anything to
the contrary contained above, if any redemption is made pursuant to this Section
3.07 within 30 days of the occurrence of any Change of Control, the Applicable
Call Premium shall be accompanied by a redemption premium in an amount equal to
1% of the principal amount of Senior Subordinated Securities so redeemed. If any
redemption is made pursuant to this Section 3.07 without the payment of such a
redemption premium, and any Change of Control occurs within 30 days thereafter,
on the date of the occurrence of such Change of Control the premium provided in
the immediately preceding sentence shall be due and payable on such date
(notwithstanding that all other amounts pursuant to this Indenture may
theretofore have been repaid).

               SECTION 3.08 Mandatory Redemption. (a) If, prior to the Initial
Maturity Date, the Company or any of its Subsidiaries shall issue any Take-Out
Securities, 100% of the Net Cash Proceeds thereof shall, on the date of the
Company's or any such Subsidiary's receipt thereof, be deposited with the Paying
Agent, so long as, with respect to Take-Out Securities other than Take-Out
Senior Subordinated Debt, with respect to the Take-Out Securities other than
Take-Out Senior Subordinated Debt, such deposit is permitted by the terms of the
Credit Agreement, to be applied to redeem Senior Subordinated Notes at a price
equal to the principal amount so to be redeemed plus all accrued and unpaid
interest and any reasonable break funding fees incurred by the Holder thereof in
connection therewith, PROVIDED that the Company's failure to so deposit such
amounts (and so long as, with respect to the Take-Out Securities other than
Take-Out Senior Subordinated Debt, such deposit is permitted by the terms of the
Credit Agreement) shall constitute an Event of Default under Section 6.01(b);

               (b) If the Company or any of its Restricted Subsidiaries shall
apply, or be required to apply, any Net Cash Proceeds pursuant to Section
4.06(a) to redeem Senior Subordinated Securities, such Net Cash Proceeds shall,
on the date of the Company's (or any of its Restricted Subsidiaries') receipt
thereof (or such later date as is provided in the last sentence of Section
4.06(a), to the extent relevant) be deposited with the Paying Agent (so long as
such deposit is permitted by the terms of the Credit Agreement) to be applied to
redeem such Senior Subordinated Securities.

               (c) All redemptions made pursuant to the provisions of this
Section 3.08 shall be made at par. In addition, each redemption payment made
pursuant to this Section 3.08 with respect to any Senior Subordinated Securities
shall be accompanied by the payment of accrued and unpaid interest (through the
date the redemption is actually effected) on the principal amount of Senior
Subordinated Notes to be so redeemed; PROVIDED that any such redemption payment
made with respect to any Senior Subordinated Notes shall be accompanied by any
reasonable break funding fees incurred by the Holder thereof in connection
therewith. Notwithstanding anything to the contrary contained above in Section
3.08(a), the Company shall use good faith efforts to provide notices of any
mandatory redemption pursuant to Section 3.08(a) sufficiently in advance of its
receipt of the proceeds or the occurrence of the event which will require a
redemption pursuant to this Section 3.08 so that the respective mandatory
redemption may be made on the date of the Company's receipt of such proceeds.


               SECTION 3.09 Senior Subordinated Securities Acquired by the
Company. Any Senior Subordinated Security redeemed or repurchased or otherwise
acquired by the Company shall be surrendered to the Trustee for cancellation.


                                   ARTICLE IV

                                    COVENANTS

               SECTION 4.01 Payment of Senior Subordinated Securities. The
Company shall promptly pay the principal of and interest on the Senior
Subordinated Securities on the dates and in the manner provided in the Senior
Subordinated Securities, in this Indenture and in the Registration Rights
Agreement. An installment of principal and interest shall be considered paid on
the date due if on such date the Trustee or the Paying Agent (but only if other
than the Company, a Guarantor or any of their respective Affiliates) holds by
11:00 a.m., New York City time, in accordance with this Indenture U.S. Legal
Tender sufficient to pay such installment and the Trustee or the Paying Agent,
as the case may be, is not prohibited from paying such money to the Holders of
Senior Subordinated Securities on that date pursuant to the terms of this
Indenture.

               The Company shall pay interest on overdue principal (including
post-petition interest in an action or proceeding under any Bankruptcy Law) at
the rate specified therefor in the Senior Subordinated Securities, and it shall
pay interest on overdue installments of interest at the same rate to the extent
lawful.

               SECTION 4.02 Reports. The Company will deliver to the Trustee,
within 15 days after the filing of the same with the Commission, copies of the
quarterly and annual reports and of the information, documents and other
reports, if any, which the Company is required to file with the Commission
pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that the
Company may not be subject to the reporting requirements of Section 13 or 15(d)
of the Exchange Act, the Company will file with the Commission, to the extent
permitted, and provide the Trustee and Holders or prospective Holders (upon
request) with such annual reports and such information, documents and other
reports specified in Sections 13 and 15(d) of the Exchange Act. The Company will
also comply with the other provisions of TIA ss. 314(a).

               SECTION 4.03 Incurrence of Indebtedness. The Company will not,
and will not permit any of its Restricted Subsidiaries to, directly or
indirectly, create, incur, assume, guarantee, acquire, become liable,
contingently or otherwise, with respect to, or otherwise become responsible for
payment of (collectively, "Incur") any Indebtedness (other than Permitted
Indebtedness); PROVIDED, HOWEVER, that so long as (i) no Default or Event of
Default shall have occurred and be continuing at the time of, or as a
consequence of, the Incurrence of any such Indebtedness and (ii) no Senior
Subordinated Notes are then outstanding, the Company and any Guarantor may Incur
Indebtedness (including, without limitation, Acquired Indebtedness), in each
case if on the date of the Incurrence of such Indebtedness, after giving effect
to the Incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the
Company is greater than (x) 2.75 to 1.0 if such Indebtedness is Incurred on or
before April 1, 2001, or (y) 3.0 to 1.0 if such Indebtedness is Incurred
thereafter.

               SECTION 4.04 Restricted Payments. The Company will not, and will
not cause or permit any of its Restricted Subsidiaries to, directly or
indirectly, (a) declare or pay any dividend or make any distribution (other than
(x) dividends or distributions made to the Company or any Wholly Owned
Restricted Subsidiary of the Company that is a Guarantor and (y) dividends or
distributions payable in Qualified Capital Stock of the Company or in warrants,
rights or options to purchase or acquire shares of such Qualified Capital Stock)
on or in respect of shares of Capital Stock of the Company or any Restricted
Subsidiary of the Company to holders of such Capital Stock, (b) purchase, redeem
or otherwise acquire or retire for value any Capital Stock of the Company or any
Restricted Subsidiary of the Company or any warrants, rights or options to
purchase or acquire shares of any class of such Capital Stock, (c) make any
Investment (other than Permitted Investments) or (d) make any principal payment
on, purchase, defease, redeem, prepay, decrease or otherwise acquire or retire
for value, prior to any scheduled final maturity, scheduled repayment or
scheduled sinking fund payment, any Indebtedness of the Company or a Restricted
Subsidiary of the Company that is subordinate or junior in right of payment to
the Series B Securities, the Series C Securities, the Senior Subordinated
Securities or such Restricted Subsidiary's Subsidiary Guarantee, as the case may
be (each of the foregoing actions set forth in clauses (a), (b), (c) and (d)
being referred to as a "Restricted Payment"), if (A) any Series B Notes, Series
C Notes, Senior Subordinated Notes are then outstanding or (B) at the time of
such Restricted Payment or immediately after giving effect thereto, (i) a
Default or an Event of Default shall have occurred and be continuing, (ii) the
Company is not able to Incur at least $1.00 of additional Indebtedness (other
than Permitted Indebtedness) in compliance with the provisions of Section 4.03
or (iii) the aggregate amount of Restricted Payments (including such proposed
Restricted Payment) made subsequent to the Issue Date (the amount expended for
such purposes, if other than cash, being the fair market value of such property
as determined reasonably and in good faith by the Board of Directors of the
Company) shall exceed the sum of: (w) 50% of the cumulative Consolidated Net
Earnings (or, if cumulative Consolidated Net Earnings shall be a loss, minus
100% of such loss) of the Company earned subsequent to the Issue Date through
the last day of the Company's most recently ended fiscal quarter for which
internal financial statements are available at the time of such Restricted
Payment (the "Reference Date"), treating such period as a single accounting
period; plus (x) 100% of the aggregate net cash proceeds received by the Company
from any Person (other than a Restricted Subsidiary of the Company) from the
issuance and sale subsequent to the Issue Date and on or prior to the Reference
Date of Qualified Capital Stock of the Company plus (y) to the extent not
otherwise included in the Company's Consolidated Net Earnings, in the case of
the disposition or repayment of any Investment constituting a Restricted Payment
made after the Issue Date, an amount equal to the lesser of (A) the cash return
of capital with respect to such Investment and (B) the initial amount of such
Investment, in either case, less the cost of the disposition of such Investment;
plus (z) without duplication of any amounts included in clause (iii)(x) above,
100% of the aggregate net cash proceeds of any equity contribution received by
the Company from a holder of the Company's Capital Stock.

               Notwithstanding anything to the contrary set forth in this
Section 4.04, the Company will not, and will not cause or permit any of its
Subsidiaries to, directly or indirectly, make any principal payment on,
purchase, redeem, prepay, defease or otherwise acquire or retire for value,
whether at maturity, upon redemption or otherwise, any Series B Securities or
Series C Securities if any Senior Subordinated Securities are then outstanding;
PROVIDED, HOWEVER, that, upon any Change of Control Offer or Net Proceeds Offer,
the Company may purchase the Series B Securities and Series C Securities in
accordance with the respective indentures pursuant to which such securities were
issued if, (x) in the case of a Change of Control Offer, the Company shall first
have purchased all Senior Subordinated Securities tendered pursuant to such
Change of Control Offer in compliance with the provisions of Section 4.09 and
(y) in the case of a Net Proceeds Offer, any Net Cash Proceeds shall remain
after the consummation of such Net Proceeds Offer in compliance with the
provisions of Section 4.06; PROVIDED, FURTHER, that, in any case, such purchase
shall constitute a Restricted Payment and shall comply with the provisions of
the immediately preceding paragraph.

               Notwithstanding the foregoing, the provisions set forth in the
immediately two preceding paragraphs do not prohibit: (1) the payment of any
dividend within 60 days after the date of declaration of such dividend if such
dividend would have been permitted on the date of declaration; (2) if no Default
or Event of Default shall have occurred and be continuing, the redemption,
repurchase or other acquisition or retirement of any shares of Capital Stock of
the Company, either (i) solely in exchange for shares of Qualified Capital Stock
of the Company or (ii) through the application (within 60 days after the sale
thereof) of the net cash proceeds of a sale for cash (other than to a Restricted
Subsidiary of the Company) of shares of Qualified Capital Stock of the Company;
(3) if no Default or Event of Default shall have occurred and be continuing, the
redemption, repurchase or other acquisition or retirement of any Indebtedness
(other than the Series B Securities and the Series C Securities) of the Company
or any Guarantor that is subordinate or junior in right of payment to the Senior
Subordinated Securities or such Guarantor's Subsidiary Guarantee, as the case
may be, either (i) solely in exchange for shares of Qualified Capital Stock of
the Company or warrants, rights or options to purchase or acquire shares of
Qualified Capital Stock of the Company or (ii) through the application (within
60 days of the sale thereof) of net proceeds of a sale for cash (other than to a
Restricted Subsidiary of the Company) of (A) shares of Qualified Capital Stock
of the Company or (B) Refinancing Indebtedness; (4) if no Default or Event of
Default shall have occurred and be continuing, repurchases by the Company of
Common Stock of the Company pursuant to repurchase options in stock option
agreements between the Company and employees of the Company and any of its
Subsidiaries from such employees or their authorized representatives upon the
death, disability or termination of employment of such employees, in the
aggregate not to exceed $250,000 in any calendar year, and (5) the declaration
and payment, consistent with past practice, of dividends on shares of the
Company's Common Stock to holders of such Common Stock if, at the time of such
payment and immediately after giving effect thereto, (x) no Default or Event of
Default shall have occurred and be continuing and (y) the Company is able to
Incur at least $1.00 of additional Indebtedness (other than Permitted
Indebtedness) in compliance with the provisions of Section 4.03. In determining
the aggregate amount of Restricted Payments made subsequent to the Issue Date in
accordance with clause (iii) of the first paragraph of this Section 4.04,
amounts expended pursuant to clauses (1), (2)(ii), and (4) and (5) of this
paragraph shall be included in such calculation.

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

               SECTION 4.05 Dividend and Other Payment Restrictions Affecting
Subsidiaries. The Company will not, and will not cause or permit any of its
Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or
permit to exist or become effective any encumbrance or restriction on the
ability of any Restricted Subsidiary of the Company to (a) pay dividends or make
any other distributions on or in respect of its Capital Stock; (b) make loans or
advances, or pay any Indebtedness or other obligation owed, to the Company or
any other Restricted Subsidiary of the Company; or (c) transfer any of its
property or assets to the Company or any other Restricted Subsidiary of the
Company, except for such encumbrances or restrictions existing under or by
reason of: (1) applicable law; (2) this Indenture, the Senior Subordinated
Securities and the Subsidiary Guarantees; (3) customary non-assignment
provisions of any contract or any lease governing a leasehold interest of any
Restricted Subsidiary of the Company; (4) any agreement governing Acquired
Indebtedness, but only if such encumbrance or restriction shall not apply to any
Person, or the assets of any Person, other than the Person, or the assets of the
Person, so acquired; (5) agreements existing on the Issue Date, to the extent
and in the manner such agreements are in effect on the Issue Date; (6) the
Credit Agreement; (7) any instrument governing a Permitted Lien, to the extent
and only to the extent such instrument restricts the transfer or other
disposition of assets subject to such Permitted Lien; (8) any contract for the
sale of specified assets, including, without limitation, any restriction with
respect to a Restricted Subsidiary of the Company imposed pursuant to any
agreement entered into for the sale or disposition of all or substantially all
of the Capital Stock or assets of such Restricted Subsidiary, to be consummated
in accordance with the terms of this Indenture, pending the closing of such sale
or disposition; PROVIDED that any such restriction relates solely to the Capital
Stock or assets that are the subject of such agreement; (9) Indebtedness or
other contractual requirements of a Securitization Entity in connection with a
Qualified Securitization Transaction or the charter documents of such
Securitization Entity; PROVIDED that, in any case, such restrictions apply only
to such Securitization Entity; and (10) any agreement governing Indebtedness
Incurred to Refinance the Indebtedness issued, assumed or Incurred pursuant to
an agreement referred to in clause (2), (4), (5) or (6) above; PROVIDED,
HOWEVER, that the provisions relating to such encumbrance or restriction
contained in any such Indebtedness are not materially more restrictive, as
determined by the Board of Directors of the Company or such Restricted
Subsidiary, as the case may be, in their reasonable and good faith judgment,
than the provisions relating to such encumbrance or restriction contained in
agreements referred to in such clause (2), (4), (5) or (6).

               SECTION 4.06 Asset Sales. (a) The Company will not, and will not
permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless
(i) the Company or the applicable Restricted Subsidiary, as the case may be,
receives consideration at the time of such Asset Sale at least equal to the fair
market value of the assets sold or otherwise disposed of (as determined
reasonably and in good faith by the Company's Board of Directors), (ii) at least
80% of the consideration received by the Company or such Restricted Subsidiary,
as the case may be, from such Asset Sale shall be in the form of cash or Cash
Equivalents and is received at the time of such disposition and (iii) upon the
consummation of an Asset Sale, the Company applies, or causes such Restricted
Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within
270 days of receipt thereof either (A) to prepay any Senior Debt or Guarantor
Senior Debt (and, in the case of Senior Debt or Guarantor Senior Debt under any
revolving credit facility, including the Credit Agreement, effect a
corresponding permanent reduction in the availability under such revolving
credit facility), (B) to reinvest in Productive Assets, or (C) a combination of
prepayment and investment permitted by the foregoing clauses (iii)(A) and
(iii)(B). On the 271st day after an Asset Sale or such earlier date, if any, as
the Board of Directors of the Company or of such Restricted Subsidiary
determines not to apply the Net Cash Proceeds relating to such Asset Sale as set
forth in clauses (iii)(A), (iii)(B) or (iii)(C) of the preceding sentence (each,
a "Net Proceeds Offer Trigger Date"), such aggregate amount of Net Cash Proceeds
which have not been applied on or before such Net Proceeds Offer Trigger Date as
permitted in such clauses (iii)(A), (iii)(B) and (iii)(C) (each a "Net Proceeds
Offer Amount") shall be applied by the Company or such Restricted Subsidiary, as
the case may be, to make an offer to purchase (the "Net Proceeds Offer") on a
date (the "Net Proceeds Offer Payment Date") not less than 20 Business Days nor
more than 30 Business Days following the date on which the notice of such Net
Proceeds Offer is mailed to the Holders, from all Holders on a PRO RATA basis,
that principal amount of Senior Subordinated Securities equal to the Net
Proceeds Offer Amount at a price equal to 100% of the principal amount of the
Senior Subordinated Securities to be purchased, plus accrued and unpaid interest
thereon, if any, to the date of purchase; PROVIDED, HOWEVER, that if at any time
any non-cash consideration received by the Company or any Restricted Subsidiary
of the Company, as the case may be, in connection with any Asset Sale is
converted into or sold or otherwise disposed of for cash (other than interest
received with respect to any such non-cash consideration), then such conversion
or disposition shall be deemed to constitute an Asset Sale hereunder and the Net
Cash Proceeds thereof shall be applied in accordance with this Section 4.06.
Notwithstanding the foregoing, the Company may defer the Net Proceeds Offer
until there is an aggregate unutilized Net Proceeds Offer Amount equal to or in
excess of $5.0 million resulting from one or more Asset Sales (at which time,
the entire unutilized Net Proceeds Offer Amount, and not just the amount in
excess of $5.0 million, shall be applied as required pursuant to this
paragraph). Upon completion of a Net Proceeds Offer, the amount of Net Cash
Proceeds and the amount of aggregate unutilized Net Proceeds Offer Amount will
be reset to zero. To the extent that any Net Proceeds remain after the
consummation of a Net Proceeds Offer, the Company or any Restricted Subsidiary
of the Company, as the case may be, may use such Net Proceeds for any purposes
not prohibited by this Indenture. Notwithstanding the provisions of this Section
4.06(a), the Company shall not make a Net Proceeds Offer if the Company is
prohibited from doing so under the terms of the Credit Agreement, PROVIDED that
the Company's failure to comply with the covenant in this Section 4.06(a) shall
constitute an Event of Default described in clause (b) under Section 6.01.

               (b) In the event of the transfer of substantially all (but not
all) of the property and assets of the Company and its Restricted Subsidiaries
as an entirety to a Person in a transaction permitted by Section 5.01, which
transaction does not constitute a Change of Control, the successor corporation
shall be deemed for purposes of this Section 4.06 to have sold the properties
and assets of the Company and its Restricted Subsidiaries not so transferred,
and shall comply with the provisions of this Section 4.06 with respect to such
deemed sale as if it were an Asset Sale. In addition, the fair market value of
such properties and assets of the Company or its Restricted Subsidiaries deemed
to be sold shall be deemed to be Net Cash Proceeds for purposes of this Section
4.06.

               (c) Notwithstanding the provisions of Section 4.06(a), the
Company and its Restricted Subsidiaries will be permitted to consummate an Asset
Sale without complying with such paragraph to the extent that (i) at least 80%
of the consideration for such Asset Sale constitutes Productive Assets and (ii)
such Asset Sale is for fair market value; PROVIDED that any consideration
consisting of cash or Cash Equivalents received by the Company or any of its
Restricted Subsidiaries in connection with any Asset Sale permitted to be
consummated under this paragraph shall constitute Net Cash Proceeds subject to
the provisions of Section 4.06(a).

               (d) Each notice of a Net Proceeds Offer pursuant to this Section
4.06 shall be mailed or caused to be mailed, by first class mail, by the Company
not more than 25 days after the Net Proceeds Offer Trigger Date to all Holders
at their last registered addresses as of a date within 15 days of the mailing of
such notice, with a copy to the Trustee, and shall comply with the procedures
set forth in this Indenture. The notice shall contain all instructions and
materials necessary to enable such Holders to tender Senior Subordinated
Securities pursuant to the Net Proceeds Offer and shall state the following
terms:

              (i) that the Net Proceeds Offer is being made pursuant to this
        Section 4.06 and that all Senior Subordinated Securities tendered will
        be accepted for payment; PROVIDED, HOWEVER, that if the aggregate
        principal amount of Senior Subordinated Securities tendered in a Net
        Proceeds Offer at the expiration of such offer exceeds the aggregate
        amount of the Net Proceeds Offer, the Company shall select the Senior
        Subordinated Securities to be purchased on a PRO RATA basis (with such
        adjustments as may be deemed appropriate by the Company so that only
        Senior Subordinated Securities in denominations of $1,000 or multiples
        thereof shall be purchased);

             (ii) the Net Proceeds Offer Amount, the purchase price (including
        the amount of accrued interest) and the Net Proceeds Offer Payment Date;
        PROVIDED that the Net Proceeds Offer Payment Date for the Senior
        Subordinated Securities shall be a date subsequent to any payment dates
        for the purchase or other repayment of Senior Debt having similar
        provisions;

            (iii) that any Senior Subordinated Securities not tendered will
        continue to accrue interest;

             (iv) that unless the Company defaults in making payment therefor,
        any Senior Subordinated Securities accepted for payment pursuant to the
        Net Proceeds Offer shall cease to accrue interest after the Net Proceeds
        Offer Payment Date;

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

             (vi) that Holders will be entitled to withdraw their election if
        the Paying Agent receives, not later than the close of business on the
        fifth Business Day prior to the Net Proceeds Offer Payment Date, telex,
        facsimile transmission or letter setting forth the name of the Holder,
        the principal amount of the Senior Subordinated Securities the Holder
        delivered for purchase and a statement that such Holder is withdrawing
        his election to have such Senior Subordinated Security purchased;

            (vii) that Holders whose Senior Subordinated Securities are
        purchased only in part will be issued new Senior Subordinated Securities
        in a principal amount equal to the unpurchased portion of the Senior
        Subordinated Securities surrendered; PROVIDED that each Senior
        Subordinated Security purchased and each new Senior Subordinated
        Security issued shall be in an original principal amount of $1,000 or
        integral multiples thereof;

           (viii) the calculations used in determining the amount of the Net
        Proceeds Offer Amount to be applied to the purchase of the Senior
        Subordinated Securities;

             (ix) any other procedures that a Holder must follow to accept the
        Net Proceeds Offer; and

              (x) the name and address of the Paying Agent.

               On or before the Net Proceeds Offer Payment Date, the Company
shall (i) accept for payment Senior Subordinated Securities or portions thereof
tendered pursuant to the Net Proceeds Offer which are to be purchased in
accordance with item (d)(i) above, (ii) deposit with the Paying Agent U.S. Legal
Tender sufficient to pay the purchase price of, plus accrued interest, if any,
on, all Senior Subordinated Securities to be purchased or portions thereof and
(iii) deliver to the Trustee Senior Subordinated Securities so accepted together
with an Officers' Certificate stating that the Senior Subordinated Securities or
portions thereof were accepted by the Company for payment in accordance with the
terms of this Section 4.06. The Paying Agent shall promptly (but in any case not
later than five Business Days after the Net Proceeds Offer Payment Date) mail or
deliver to each Holder of Senior Subordinated Securities so accepted payment in
an amount equal to the purchase price plus accrued interest, if any, and the
Company shall promptly execute and issue New Senior Subordinated Securities, and
the Trustee shall promptly authenticate and mail or deliver to each Holder such
new Senior Subordinated Securities equal in principal amount to any unpurchased
portion of the Senior Subordinated Securities surrendered. For purposes of this
Section 4.06, the Trustee shall act as the Paying Agent.

               Any amounts remaining after the purchase of Senior Subordinated
Securities pursuant to a Net Proceeds Offer shall be returned by the Paying
Agent to the Company.

               (e) The Company will comply with the requirements of Rule 14e-1
under the Exchange Act and any other securities laws and regulations thereunder
to the extent such laws and regulations are applicable in connection with the
repurchase of Senior Subordinated Securities pursuant to a Net Proceeds Offer.
To the extent that the provisions of any securities laws or regulations conflict
with the provisions of this Section 4.06, the Company shall comply with the
applicable securities laws and regulations and shall not be deemed to have
breached its obligations under this Section 4.06 by virtue thereof

               SECTION 4.07 Maximum Total Leverage Ratio. So long as any Senior
Subordinated Note is outstanding, the Company shall not suffer or permit the
Total Leverage Ratio at any time during each period set forth in the chart below
to exceed the applicable ratio set forth opposite such period.

     Fiscal Quarter Ending During the Period:     Total Leverage Ratio:
     ----------------------------------------     ---------------------
     Issue Date through 6/30/00                       4.75 to 1.00
     7/1/00 through 6/30/01                           4.25 to 1.00
     7/1/01 through 6/30/02                            4.0 to 1.00
     7/1/02 and thereafter                             3.5 to 1.00

               SECTION 4.08 Transactions with Affiliates. (a) The Company will
not, and will not permit any of its Restricted Subsidiaries to, directly or
indirectly, enter into or permit to occur any transaction or series of related
transactions (including the purchase, sale, lease or exchange of any property,
the guaranteeing of any Indebtedness or the rendering of any service) with, or
for the benefit of, any of their respective Affiliates (each an "Affiliate
Transaction"), other than (x) Affiliate Transactions permitted under Section
4.08(b) and (y) Affiliate Transactions on terms that are no less favorable to
the Company or such Restricted Subsidiary, as the case may be, than those that
could reasonably have been obtained in a comparable transaction at such time on
an arm's-length basis from a Person that is not an Affiliate of the Company or
such Restricted Subsidiary, as the case may be. All Affiliate Transactions (and
each series of related Affiliate Transactions which are similar or part of a
common plan) involving aggregate payments or other property with a fair market
value in excess of $1.0 million shall be approved by the Board of Directors of
the Company or such Restricted Subsidiary, as the case may be, such approval to
be evidenced by a Board Resolution stating that such Board of Directors has
determined that such transaction complies with the foregoing provisions. If the
Company or any Restricted Subsidiary of the Company enters into an Affiliate
Transaction (or a series of related Affiliate Transactions which are similar or
part of a common plan) that involves aggregate payments or other property with a
fair market value in excess of $10.0 million, the Company or such Restricted
Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain
a favorable opinion as to the fairness of such transaction or series of related
transactions to the Company or the relevant Restricted Subsidiary, as the case
may be, from a financial point of view, from an Independent Financial Advisor
and file the same with the Trustee.

               (b) The restrictions set forth in Section 4.08(a) shall not apply
to (i) reasonable fees and compensation paid to, and indemnity provided on
behalf of, officers, directors, employees or consultants of the Company or any
Restricted Subsidiary of the Company as determined reasonably and in good faith
by the Board of Directors or senior management of the Company or such Restricted
Subsidiary, as the case may be; (ii) transactions exclusively between or among
the Company and any of its Wholly Owned Restricted Subsidiaries or exclusively
between or among such Wholly Owned Restricted Subsidiaries; PROVIDED that such
transactions are not otherwise prohibited by this Indenture; (iii) Restricted
Payments permitted by this Indenture; (iv) transactions effected as part of a
Qualified Securitization Transaction; and (v) any agreement as in effect as of
the Issue Date or any amendment thereto and any transaction contemplated thereby
(including pursuant to any amendment) or any replacement agreement thereto so
long as any such amendment or replacement agreement is not more disadvantageous
to the Holders in any material respect than the original agreement as in effect
on the Issue Date.

               SECTION 4.09 Change of Control. (a) Upon the occurrence of a
Change of Control, each Holder will have the right to require that the Company
purchase all or a portion of such Holder's Senior Subordinated Securities
pursuant to the offer described below (the "Change of Control Offer"), at a
purchase price equal to 101% of the principal amount thereof plus accrued and
unpaid interest to the date of purchase.

               (b) Prior to the mailing of the notice referred to below, but in
any event within 30 days following any Change of Control, the Company will (i)
repay in full and terminate all commitments under the Credit Agreement and all
other Senior Debt the terms of which require repayment upon a Change of Control
or offer to repay in full and terminate all commitments under the Credit
Agreement and all other such Senior Debt and to repay the Indebtedness owed to
each lender which has accepted such offer or (ii) obtain the requisite consents
under the Credit Agreement and all other Senior Debt to permit the repurchase of
the Senior Subordinated Securities as provided below. The Company must first
comply with the covenant described in the preceding sentence before it shall be
required to repurchase Senior Subordinated Securities in the event of a Change
of Control; provided that the Company's failure to comply with the covenant
described in the preceding sentence shall constitute an Event of Default
described in clause (c) and not in clause (b) under Section 6.01.

               (c) Within 30 days following the date upon which the Change of
Control occurred (the "Change of Control Date"), the Company will send, by first
class mail, a notice to each Holder, with a copy to the Trustee, which notice
shall govern the terms of the Change of Control Offer. The notice to the Holders
shall contain all instructions and materials necessary to enable such Holders to
tender Senior Subordinated Securities pursuant to the Change of Control Offer.
Such notice shall state:

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

               (2)    the purchase price (including the amount of accrued
                      interest) and the purchase date (which shall be no earlier
                      than 20 Business Days nor later than 30 Business Days from
                      the date such notice is mailed, other than as may be
                      required by law) (the "Change of Control Payment Date");
                      PROVIDED that the Change of Control Payment Date for the
                      Senior Subordinated Securities shall be a date subsequent
                      to any payment dates for the purchase or other repayment
                      of Senior Debt having similar provisions;

               (3)    that any Senior Subordinated Securities not tendered will
                      continue to accrue interest;

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

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

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

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

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

               (9)    any other procedures that a Holder must follow to accept
                      the Change of Control Offer; and

               (10)   the name and address of the Paying Agent.

               On or before the Change of Control Payment Date, the Company
shall (i) accept for payment Senior Subordinated Securities or portions thereof
tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying
Agent U.S. Legal Tender sufficient to pay the purchase price of, plus accrued
and unpaid interest, if any, on, all Senior Subordinated Securities so tendered
and (iii) deliver to the Trustee Senior Subordinated Securities so accepted
together with an Officers' Certificate stating that the Senior Subordinated
Securities or portions thereof were accepted by the Company for payment in
accordance with the terms of this Section 4.09. The Paying Agent shall promptly
(but in any case not later than five Business Days after the Change of Control
Payment Date) mail or deliver to each Holder of Senior Subordinated Securities
so accepted payment in an amount equal to the purchase price plus accrued and
unpaid interest, if any, and the Company shall promptly execute and issue new
Senior Subordinated Securities, and the Trustee shall promptly authenticate and
mail or deliver to each Holder new Senior Subordinated Securities equal in
principal amount to any unpurchased portion of the Senior Subordinated
Securities surrendered. Any Senior Subordinated Securities not so accepted shall
be promptly mailed by the Company to the Holder thereof. For purposes of this
Section 4.09, the Trustee shall act as the Paying Agent.

               Any amounts remaining after the purchase of Senior Subordinated
Securities pursuant to a Change of Control Offer shall be returned by the Paying
Agent to the Company.

               (d)(A) If the Company or any Restricted Subsidiary thereof has
issued any outstanding (i) Indebtedness that is subordinated in right of payment
to the Senior Subordinated Securities or (ii) Preferred Stock, and the Company
or such Restricted Subsidiary is required to make an offer to purchase or a
distribution with respect to such subordinated Indebtedness or Preferred Stock
in the event of a Change of Control, the Company shall not consummate any such
offer or distribution with respect to such subordinated Indebtedness or
Preferred Stock until such time as the Company shall have paid the purchase
price in full to the Holders of Senior Subordinated Securities that have
accepted the Company's Change of Control Offer and shall otherwise have
consummated the Change of Control Offer made to Holders of the Senior
Subordinated Securities and (B) the Company shall not issue Indebtedness that is
subordinated in right of payment to the Senior Subordinated Securities or
Preferred Stock with change of control provisions requiring the payment of such
Indebtedness or Preferred Stock prior to the payment of the Senior Subordinated
Securities in the event of a Change in Control under this Indenture.

               (e) Neither the Board of Directors of the Company nor the Trustee
may waive the provisions of this Section 4.09 relating to a Holder's right to
redemption upon a Change of Control. The Company will comply with the
requirements of Rule 14e-1 under the Exchange Act and any other securities laws
and regulations thereunder to the extent such laws and regulations are
applicable in connection with the repurchase of Senior Subordinated Securities
pursuant to a Change of Control Offer. To the extent that the provisions of any
securities laws or regulations conflict with the provisions of this Section
4.09, the Company shall comply with the applicable securities laws and
regulations and shall not be deemed to have breached its obligations under the
provisions of this Section 4.09 by virtue thereof

               SECTION 4.10 Compliance Certificate. The Company and each
Guarantor shall deliver to the Trustee within 90 days after the end of each
fiscal year of the Company an Officers' Certificate (one of the signers of which
shall be the principal executive officer, principal financial officer or
principal accounting officer of such Person) stating that a review of the
activities of the Company and its Subsidiaries has been made under the
supervision of the signing Officers with a view to determining whether the
Company and its Subsidiaries have kept, observed, performed and fulfilled their
obligations under this Indenture, and further stating, as to each Officer
signing such certificate, that to the best of his or her knowledge the Company
and its Subsidiaries have kept, observed, performed and fulfilled each and every
covenant contained in this Indenture and are not in default in the performance
or observance of any of the terms, provisions and conditions hereof (or, if a
Default or Event of Default shall have occurred, describing such Default or
Events of Default of which he or she may have knowledge and what action each is
taking or proposes to take with respect thereto) and that to the best of his or
her knowledge no event has occurred and remains in existence by reason of which
payments on account of the principal of or interest, if any, on the Senior
Subordinated Securities are prohibited or if such event has occurred, a
description of the event and what action the Company and its Subsidiaries are
taking or propose to take with respect thereto.

               SECTION 4.11 Maintenance of Properties and Insurance . (a)
Subject to Article V, the Company shall cause all material properties owned by
or leased to it or any of its Subsidiaries and used or useful in the conduct of
its business or the business of any of its Subsidiaries to be maintained and
kept in normal condition, repair and working order and supplied with all
necessary equipment and shall cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereof, all as in the judgment of
the Company may be necessary, so that the business carried on in connection
therewith may be properly and advantageously conducted at all times; PROVIDED,
HOWEVER, that nothing in this Section 4.11 shall prevent the Company or any of
its Subsidiaries from discontinuing the use, operation or maintenance of any of
such properties, or disposing of any of them, if such discontinuance or disposal
is, in the judgment of the Board of Directors of the Company or such Subsidiary
concerned, or of an Officer (or other agent employed by the Company or of any
such Subsidiary) of the Company or such Subsidiary having managerial
responsibility for any such property, desirable in the conduct of the business
of the Company or any such Subsidiary of the Company, and if such discontinuance
or disposal is not adverse in any material respect to the Holders.

               (b) The Company will maintain, and will cause each of its
Subsidiaries to maintain (either in the name of the Company or in such
Subsidiary's own name), with responsible carriers, insurance against such risks
and in such amounts, and with such deductibles, retentions, self-insured amounts
and co-insurance provisions, as are customarily carried by similar businesses or
similar size, including property and casualty loss, workers' compensation, and
interruption of business insurance, and as otherwise may be necessary in the
judgment of the Company.

               SECTION 4.12 Limitation on Liens. Other than Permitted Liens, the
Company will not, and will not cause or permit any of its Restricted
Subsidiaries to, directly or indirectly, create, Incur, assume or permit or
suffer to exist any Liens of any kind against or upon any property or assets of
the Company or any of its Restricted Subsidiaries whether owned on the Issue
Date or acquired after the Issue Date, or any proceeds therefrom, or assign or
otherwise convey any right to receive income or profits therefrom unless (i) in
the case of Liens securing Indebtedness that is expressly subordinate or junior
in right of payment to the Senior Subordinated Securities, the Senior
Subordinated Securities are secured by a Lien on such property, assets or
proceeds that is senior in priority to such Liens at least to the same extent
that the Senior Subordinated Securities are senior in priority to such
Indebtedness and (ii) in all other cases, the Senior Subordinated Securities are
equally and ratably secured.

               SECTION 4.13 Additional Subsidiary Guarantees. If the Company or
any of its Restricted Subsidiaries transfers or causes to be transferred, in one
transaction or a series of related transactions, any property to any Domestic
Restricted Subsidiary that is not a Guarantor, or if the Company or any of its
Restricted Subsidiaries shall organize, acquire or otherwise invest in or hold
an Investment in a Domestic Restricted Subsidiary that is not a Guarantor having
total consolidated assets, with a book value in excess of $2.0 million, then
such transferee or acquired or other Domestic Restricted Subsidiary shall:

               (1) execute and deliver to the Trustee a supplemental indenture
        in form satisfactory to the Trustee pursuant to which such Domestic
        Restricted Subsidiary shall unconditionally guarantee all of the
        Company's Obligations under the Senior Subordinated Securities and this
        Indenture on the terms set forth in this Indenture; and

               (2) deliver to the Trustee an Opinion of Counsel that such
        supplemental indenture has been duly authorized, executed and delivered
        by such Domestic Restricted Subsidiary and constitutes a legal, valid,
        binding and enforceable obligation of such Domestic Restricted
        Subsidiary;

PROVIDED, HOWEVER, that notwithstanding the foregoing, each transferee or
acquired Domestic Restricted Subsidiary or other Domestic Restricted Subsidiary
organized by the Company or any of its Restricted Subsidiaries or in which the
Company or any of its Restricted Subsidiaries shall invest or hold an Investment
shall comply with clauses (1) and (2) above if such Domestic Restricted
Subsidiary, together with the Company's other Restricted Subsidiaries that are
not Guarantors, after giving PRO FORMA effect to such transfer, organization,
acquisition or Investment, would constitute a Significant Subsidiary of the
Company (using 5.0%, rather than 10.0%, for purposes of such calculation).

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

               SECTION 4.14 No Layering. The Company will not, and will not
permit any Guarantor to, Incur or suffer to exist Indebtedness that is senior in
right of payment to the Senior Subordinated Securities or such Guarantor's
Subsidiary Guarantee, as the case may be, and subordinated in right of payment
to any other Indebtedness of the Company or such Guarantor's Subsidiary
Guarantee, as the case may be.

               SECTION 4.15 Capital Expenditures. So long as any Senior
Subordinated Note is outstanding, the aggregate amount of all Capital
Expenditures Incurred after the Issue Date will not exceed in the aggregate in
any fiscal year of the Company the sum of $30.0 million; PROVIDED that after
giving effect to the Incurrence of any Capital Expenditures permitted by this
Section 4.15, no Default or Event of Default shall have occurred and be
continuing.

               SECTION 4.16 Conduct of Business. The Company shall not, and
shall not permit any of its Restricted Subsidiaries to, engage in any businesses
other than a Permitted Business.

               SECTION 4.17 Environmental Matters. So long as any Senior
Subordinated Note is outstanding, the Company and its Subsidiaries will not, and
will not permit any Third Party to, use, produce, manufacture, process, treat,
recycle, generate, store, dispose of, manage at, or otherwise handle or ship or
transport to or from the Properties any Hazardous Materials except for: (1)
Hazardous Materials such as inks, other chemicals used in printing operations,
cleaning solvents, pesticides and other similar materials used, produced,
manufactured, processed, treated, recycled, generated, stored, disposed, managed
or otherwise handled in the ordinary course of business in compliance with all
applicable Environmental Requirements; and (2) the trichloroethylene that is
being remediated at the property commonly known as 3575 Hempland Road,
Lancaster, Pennsylvania.

               SECTION 4.18 Environmental Release. So long as any Senior
Subordinated Note is outstanding, the Company agrees that upon the occurrence of
an Environmental Release at or on any of the Properties it will act immediately
to investigate the extent of, and to take appropriate remedial action to
eliminate, such Environmental Release, whether or not ordered or otherwise
directed to do so by any Environmental Authority.

               SECTION 4.19 Compliance with Laws. The Company shall comply, and
shall cause each of its Subsidiaries to comply, with all applicable statutes,
rules, regulations, orders and restrictions of the United States of America, all
states and municipalities thereof, and of any governmental department,
commission, board, regulatory authority, bureau, agency and instrumentality of
the foregoing, in respect of the conduct of their respective businesses and the
ownership of their respective properties, except for such noncompliances as are
not in the aggregate reasonably likely to have a material adverse effect on the
financial condition or results of operations of the Company and its
Subsidiaries, taken as a whole.

               SECTION 4.20 Payment of Taxes and Other Claims. The Company
shall, and shall cause each of its Subsidiaries to, pay or discharge or cause to
be paid or discharged, before the same shall become delinquent, (1) all material
taxes, assessments and governmental charges levied or imposed upon the Company
or any such Subsidiary or upon the income, profits or property of the Company or
any such Subsidiary and (2) all lawful claims for labor, materials and supplies
which, in each case, if unpaid, might by law become a material liability, or
Lien upon the property, of the Company or any such Subsidiary; PROVIDED,
HOWEVER, that neither the Company nor any of its Subsidiaries shall be required
to pay or discharge or cause to be paid or discharged any such tax, assessment,
charge or claim whose amount, applicability or validity is being contested in
good faith by appropriate proceedings and for which appropriate provision has
been made.

               SECTION 4.21 Notice of Defaults. Upon becoming aware of any
Default or Event of Default, the Company shall promptly deliver an Officers'
Certificate to the Trustee specifying the Default or Event of Default, and what
action the Company is taking or proposes to take with respect thereto.

               SECTION 4.22 Waiver of Stay, Extension or Usury Laws. Each of the
Company and the Guarantors covenants (to the extent that it may lawfully do so)
that it shall not at any time insist upon, plead, or in any manner whatsoever
claim or take the benefit or advantage of, any stay or extension law or any
usury law or other law, which would prohibit or forgive the Company or such
Guarantor from paying all or any portion of the principal of, premium, if any,
and/or interest on the Senior Subordinated Securities as contemplated herein,
wherever enacted, now or at any time hereafter in force, or which may affect the
covenants or the performance of this Indenture; and (to the extent that they may
lawfully do so) the Company and each Guarantor hereby expressly waive all
benefit or advantage of any such law, and covenant that they shall not hinder,
delay or impede the execution of any power herein granted to the Trustee, but
shall suffer and permit the execution of every such power as though no such law
had been enacted.

               SECTION 4.23 Limitation on Preferred Stock of Subsidiaries. The
Company will not cause or permit any of its Restricted Subsidiaries to issue to
any Person (other than to the Company or to a Wholly Owned Restricted Subsidiary
of the Company) any Preferred Stock or permit any Person (other than the Company
or a Wholly Owned Restricted Subsidiary of the Company) to own any Preferred
Stock of any Restricted Subsidiary of the Company.


               SECTION 4.24 Limitation on Restricted and Unrestricted
Subsidiaries. The Board of Directors of the Company may designate an
Unrestricted Subsidiary of the Company to be a Restricted Subsidiary of the
Company under this Indenture only if: (1) no Default or Event of Default shall
have occurred and be continuing at the time of or after giving effect to such
designation; (2) any such designation shall be deemed to be an Incurrence as of
the date of such designation by a Restricted Subsidiary of the Company of the
Indebtedness (if any) of such designated Subsidiary of the Company for purposes
of Section 4.03; and (3) immediately after giving effect to such designation and
the Incurrence of such additional Indebtedness, the Company is able to incur
$1.00 of additional Indebtedness (other than Permitted Indebtedness) in
compliance with Section 4.03.

               The Board of Directors of the Company may designate any
Restricted Subsidiary of the Company (other than a Guarantor) to be an
Unrestricted Subsidiary of the Company under this Indenture only if: (1) no
Default or Event of Default shall have occurred and be continuing at the time of
or after giving effect to such designation; (2) such designation is at that time
permitted pursuant to Section 4.04 (other than pursuant to clause (viii) of the
definition of Permitted Investments); and (3) immediately after giving effect to
such designation, the Company is able to incur $1.00 of additional Indebtedness
(other than Permitted Indebtedness) in compliance with Section 4.03.

               Any such designation by the Board of Directors of the Company of
an Unrestricted Subsidiary to be a Restricted Subsidiary or of a Restricted
Subsidiary to be an Unrestricted Subsidiary shall be evidenced to the Trustee by
the filing with the Trustee of a Board Resolution of the Company giving effect
to such designation and an Officers' Certificate certifying that such
designation complied with the foregoing conditions and setting forth in
reasonable detail the underlying calculations.

               For purposes of Section 4.04: (1) an Investment shall be deemed
to have been made at the time any Restricted Subsidiary of the Company is
designated to be an Unrestricted Subsidiary of the Company in an amount
(proportionate to the Company's equity interest in such Subsidiary) equal to the
net worth of such Restricted Subsidiary at the time that such Restricted
Subsidiary is designated to be an Unrestricted Subsidiary; (2) at any date the
aggregate amount of all Restricted Payments made as Investments since the Issue
Date shall exclude and be reduced by an amount (proportionate to the Company's
equity interest in such Subsidiary) equal to the net worth of any Unrestricted
Subsidiary of the Company at the time that such Unrestricted Subsidiary is
designated a Restricted Subsidiary of the Company, not to exceed, in the case of
any such designation of an Unrestricted Subsidiary of the Company as a
Restricted Subsidiary of the Company, the amount of Investments previously made
by the Company and its Restricted Subsidiaries in such Unrestricted Subsidiary
(in the case of each of clauses (1) and (2), "net worth" shall be calculated
based upon the fair market value of the assets of such Subsidiary as of any such
date of designation); and (3) any property transferred to or from an
Unrestricted Subsidiary of the Company shall be valued at its fair market value
at the time of such transfer.

               Notwithstanding the foregoing, the Board of Directors of the
Company may not designate any Restricted Subsidiary of the Company to be an
Unrestricted Subsidiary of the Company if, after such designation: (1) the
Company or any of its Restricted Subsidiaries (x) provides credit support for,
or a guarantee of, any Indebtedness of such Subsidiary (including any
undertaking, agreement or instrument evidencing such Indebtedness) or (y) is
directly or indirectly liable for any Indebtedness of such Restricted
Subsidiary; (2) a default with respect to any Indebtedness of such Subsidiary
(including any right which the holders thereof may have to take enforcement
action against such Restricted Subsidiary) would permit (upon notice, lapse of
time or both) any holder of any other Indebtedness of the Company or any of its
Restricted Subsidiaries to declare a default on such other Indebtedness or cause
the payment thereof to be accelerated or payable prior to its final stated
maturity; or (3) such Subsidiary owns any Capital Stock of, or owns or holds any
Lien on any property of, any Restricted Subsidiary which is not a Subsidiary of
the Subsidiary to be so designated.

               Subsidiaries of the Company that are not designated by the Board
of Directors of the Company as Restricted or Unrestricted Subsidiaries will be
deemed to be Restricted Subsidiaries.

               SECTION 4.25 Maintenance of Office or Agency. The Company shall
maintain in the Borough of Manhattan, The City of New York, an office or agency
where (a) Senior Subordinated Securities may be presented or surrendered for
registration of transfer or for exchange, (b) Senior Subordinated Securities may
be presented or surrendered for payment and (c) notices and demands in respect
of the Senior Subordinated Securities and this Indenture may be served. The
Company shall give prompt written notice to the Trustee of the location, and any
change in the location, of such office or agency. If at any time the Company
shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made to or served at the address of the Trustee, c/o
Wilmington Trust FSB, 520 Madison Avenue, 33rd Floor, New York, New York 10022.
The Company hereby initially designates the Trustee at its address c/o
Wilmington Trust FSB, 520 Madison Avenue, 33rd Floor, New York, New York 10022
as its office or agency in the Borough of Manhattan, The City of New York, for
such purposes.

               SECTION 4.26 Corporate Existence. Except as otherwise permitted
by Article V, the Company shall do or cause to be done all things necessary to
preserve and keep in full force and effect its corporate existence and the
corporate, partnership or other existence of each of its Restricted Subsidiaries
in accordance with the respective organizational documents of each Restricted
Subsidiary and the rights (charter and statutory), licenses and franchises of
the Company and each of its Restricted Subsidiaries; PROVIDED, HOWEVER, that the
Company shall not be required to preserve any such right, licenses and
franchises or corporate existence if the Board of Directors of the Company shall
determine that the preservation thereof is no longer desirable in the conduct of
the business of the Company and its Restricted Subsidiaries, taken as a whole,
and that the loss thereof is not, and will not be, adverse in any material
respect to the Holders.

                                    ARTICLE V

                                SUCCESSOR COMPANY

               SECTION 5.01 Merger, Consolidation or Sale of All or
Substantially All Assets of the Company. (a) The Company will not, in a single
transaction or series of related transactions, consolidate or merge with or into
any Person, or sell, assign, transfer, lease, convey or otherwise dispose of (or
cause or permit any Restricted Subsidiary of the Company to sell, assign,
transfer, lease, convey or otherwise dispose of) all or substantially all of the
Company's assets (determined on a consolidated basis for the Company and the
Company's Restricted Subsidiaries) whether as an entirety or substantially as an
entirety to any Person unless: (i) either (1) the Company shall be the surviving
or continuing corporation or (2) the Person (if other than the Company) formed
by such consolidation or into which the Company is merged or the Person which
acquires by sale, assignment, transfer, lease, conveyance or other disposition
the properties and assets of the Company and of the Company's Restricted
Subsidiaries substantially as an entirety (the "Surviving Entity") (x) shall be
a corporation organized and validly existing under the laws of the United States
or any State thereof or the District of Columbia and (y) shall expressly assume,
by supplemental indenture (in form and substance satisfactory to the Trustee),
executed and delivered to the Trustee, the due and punctual payment of the
principal of and interest on all of the Senior Subordinated Securities and the
performance of every covenant of the Senior Subordinated Securities, this
Indenture and the Registration Rights Agreement on the part of the Company to be
performed or observed; (ii) immediately after giving effect to such transaction
and the assumption contemplated by clause (i)(2)(y) above (including giving
effect to any Indebtedness and Acquired Indebtedness Incurred or anticipated to
be Incurred in connection with or in respect of such transaction), the Company
or such Surviving Entity, as the case may be, (x) shall have a Consolidated Net
Worth equal to or greater than the Consolidated Net Worth of the Company
immediately prior to such transaction and (y) shall be able to Incur at least
$1.00 of additional Indebtedness (other than Permitted Indebtedness) in
compliance with the provisions of Section 4.03 of this Indenture; (iii)
immediately before and immediately after giving effect to such transaction and
the assumption contemplated by clause (i)(2)(y) above (including giving effect
to any Indebtedness and Acquired Indebtedness Incurred or anticipated to be
Incurred and any Lien granted in connection with or in respect of the
transaction), no Default or Event of Default shall have occurred or be
continuing; (iv) each Guarantor, unless it is the other party to the
transactions described above, shall have by supplemental indenture to this
Indenture confirmed that its Guarantee of the Senior Subordinated Securities
shall apply to such Person's obligations under this Indenture and the Senior
Subordinated Securities; and (v) the Company or the Surviving Entity, as the
case may be, shall have delivered to the Trustee an Officers' Certificate and an
Opinion of Counsel, each stating that such consolidation, merger, sale,
assignment, transfer, lease, conveyance or other disposition and, if a
supplemental indenture is required in connection with such transaction, such
supplemental indenture, comply with the applicable provisions of this Indenture
and that all conditions precedent in this Indenture relating to such transaction
have been satisfied.

               For purposes of this Section 5.01(a), the transfer (by lease,
assignment, sale or otherwise, in a single transaction or series of
transactions) of all or substantially all of the properties or assets of one or
more Restricted Subsidiaries of the Company the Capital Stock of which
constitutes all or substantially all of the properties and assets of the
Company, shall be deemed to be the transfer of all or substantially all of the
properties and assets of the Company.

               (b) Upon any consolidation, combination or merger or any transfer
of all or substantially all of the assets of the Company in accordance with the
provisions of Section 5.01(a), in which the Company is not the continuing
corporation, the Surviving Entity formed by such consolidation or into which the
Company is merged or to which such conveyance, lease or transfer is made shall
succeed to, and be substituted for, and may exercise every right and power of,
the Company under this Indenture and the Senior Subordinated Securities with the
same effect as if such Surviving Entity had been named as such.

               SECTION 5.02 Merger or Consolidation of a Guarantor. No Guarantor
(other than a Guarantor whose Subsidiary Guarantee is to be released in
accordance with Section 11.05 of this Indenture) may consolidate with or merge
with or into (whether or not such Guarantor is the surviving Person) another
Person (other than the Company or another Guarantor) unless:

              (i) the Person formed by or surviving such consolidation or merger
        (if other than the Guarantor) shall be a corporation organized and
        validly existing under the laws of the United States or any State
        thereof or the District of Columbia;

             (ii) the Person formed by or surviving any such consolidation or
        merger (if other than such Guarantor) assumes all the obligations of
        such Guarantor under its Subsidiary Guarantee and this Indenture
        pursuant to a supplemental indenture in form and substance satisfactory
        to the Trustee;

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

             (iv) the Guarantor or such Surviving Entity, as the case may be,
        shall have a Consolidated Net Worth equal to or greater than the
        Guarantor's Consolidated Net Worth immediately prior to such
        transaction;

              (v) immediately after giving effect to such transaction, the
        Company could satisfy the provisions of Section 5.01(a)(ii) of this
        Indenture; and

             (vi) the Person formed by or surviving such consolidation or merger
        shall have delivered to the Trustee an Officers' Certificate and an
        Opinion of Counsel, each stating that such consolidation or merger and,
        if a supplemental indenture is required in connection with such
        transaction, such supplemental indenture, comply with the applicable
        provisions of this Indenture and that all conditions precedent in this
        Indenture relating to such transaction have been satisfied.

                Notwithstanding the foregoing clauses (iii), (iv), (v) and (vi)
above, any Guarantor may consolidate with or merge with or into the Company
(with the Company being the surviving entity) or any other Guarantor.


                                   ARTICLE VI

                              DEFAULTS AND REMEDIES

               SECTION 6.01 Events of Default and Remedies. The following events
are "Events of Default":

               (a) the failure to pay interest on any Senior Subordinated
        Securities when the same becomes due and payable and such default
        continues for a period of 30 days (whether or not such payment shall be
        prohibited by the provisions of Article X or XII);

               (b) the failure to pay the principal on any Senior Subordinated
        Securities when such principal becomes due and payable, at maturity,
        upon redemption or otherwise (including the failure to make a payment to
        purchase Senior Subordinated Securities tendered pursuant to a Change of
        Control Offer or a Net Proceeds Offer) (whether or not such payment
        shall be prohibited by the provisions of Article X or XII);

               (c) a default in the observance or performance of any other
        covenant or agreement contained in this Indenture which default
        continues for a period of 30 days after the written notice specifying
        the default (and demanding that such default be remedied) is furnished
        to the Company by or to the Company and the Trustee by the Holders of
        least 25% of the outstanding principal amount of the Senior Subordinated
        Securities (except in the case of a default with respect to the
        provisions of Article V, which will constitute an Event of Default with
        such notice requirement but without such passage of time requirement);

               (d) the failure to pay at final stated maturity (giving effect to
        any applicable grace periods and any extensions thereof) the principal
        amount of any of the Junior Subordinated Notes or any other Indebtedness
        of the Company or any Restricted Subsidiary of the Company (other than a
        Securitization Entity), or the acceleration of the final stated maturity
        of any of the Junior Subordinated Notes or any such other Indebtedness
        (which acceleration is not rescinded, annulled or otherwise cured within
        20 days after receipt by the Company or such Restricted Subsidiary of
        notice of any such acceleration), if, in the case of any such other
        Indebtedness, the aggregate principal amount of such Indebtedness,
        together with the principal amount of any other Indebtedness in default
        for failure to pay principal at final maturity or which has been
        accelerated, aggregate $10.0 million or more at any time;

               (e) one or more judgments in an aggregate amount in excess of
        $10.0 million (which are not covered by third party insurance as to
        which the insurer has not disclaimed coverage) shall have been rendered
        against the Company or any of its Restricted Subsidiaries and such
        judgments remain undischarged, unpaid or unstayed for a period of 60
        days after such judgment or judgments become final and non-appealable;
        or

               (f) the Company or any Subsidiary of the Company that is a
        Significant Subsidiary, pursuant to or within the meaning of any
        Bankruptcy Law: (A) commences a voluntary case or proceeding; (B)
        consents to the entry of an order for relief against it in an
        involuntary case or proceeding; (C) consents to the appointment of a
        custodian of it or for any substantial part of its property; (D) makes a
        general assignment for the benefit of its creditors, takes any
        comparable action under any foreign laws relating to insolvency or any
        of them takes any action to authorize or effect any of the foregoing;

               (g) a court of competent jurisdiction enters an order or decree
        under any Bankruptcy Law that: (A) is for relief against the Company or
        any Subsidiary of the Company that is a Significant Subsidiary in an
        involuntary case or proceeding; (B) appoints a custodian of the Company
        or any Subsidiary of the Company that is a Significant Subsidiary or for
        any substantial part of its property; (C) orders the winding up or
        liquidation of the Company or any Subsidiary of the Company that is a
        Significant Subsidiary; or (D) any similar relief is granted under any
        foreign laws and, in each case, the order or decree relating thereto
        remains unstayed and in effect for 60 days; and

               (h) any Subsidiary Guarantee of a Subsidiary of the Company that
        is a Significant Subsidiary ceases to be in full force and effect or any
        Subsidiary Guarantee of a Subsidiary of the Company that is a
        Significant Subsidiary is declared to be null and void and unenforceable
        or any Subsidiary Guarantee of a Subsidiary of the Company that is a
        Significant Subsidiary is found to be invalid or any Guarantor that is a
        Significant Subsidiary of the Company denies its liability under its
        Subsidiary Guarantee (other than by reason of release of a Guarantor in
        accordance with Section 11.05 of this Indenture).

               The foregoing shall constitute Events of Default whatever the
reason for any such Event of Default and whether it is voluntary or involuntary
or is effected by operation of law or pursuant to any judgment, decree or order
of any court or any order, rule or regulation of any administrative or
governmental body.

               The term "Bankruptcy Law" means Title 11, United States Code, or
any similar federal or state law for the relief of debtors. For purposes of this
Article VI only, the term "custodian" means any receiver, trustee, assignee,
liquidator, sequestrator, or similar official under any Bankruptcy Law.

               SECTION 6.02 Acceleration. If an Event of Default (other than an
Event of Default specified in Section 6.01(f) or (g) with respect to the Company
or a Guarantor) shall occur and be continuing, the Trustee or the Holders of at
least 25% in principal amount of outstanding Senior Subordinated Securities may,
and the Trustee upon the request of the Holders of at least 25% in principal
amount of outstanding Senior Subordinated Securities shall, declare the
principal of, premium, if any, and accrued and unpaid interest on all the
outstanding Senior Subordinated Securities to be due and payable by notice in
writing to the Company and the Trustee specifying the respective Event of
Default and that it is a "notice of acceleration" (the "Acceleration Notice"),
and the same (i) shall become immediately due and payable or (ii) if there are
any amounts outstanding under the Credit Agreement or any "Revolving Credit
Commitment" or "Term Loan Commitment" (as each such term is defined in the
Credit Agreement) is in effect, shall become immediately due and payable upon
the first to occur of an acceleration under the Credit Agreement or five
Business Days after receipt by the Company and the Representative under the
Credit Agreement of such Acceleration Notice but only if such Event of Default
is then continuing. If an Event of Default specified in Section 6.01(f) or (g)
with respect to the Company or a Guarantor occurs and is continuing, then all
unpaid principal of, premium, if any, and accrued and unpaid interest on all of
the outstanding Senior Subordinated Securities shall IPSO FACTO become and be
immediately due and payable without any declaration or other act on the part of
the Trustee or any Holder.

               At any time after a declaration of acceleration with respect to
the Senior Subordinated Securities as described in the preceding paragraph, the
Holders of a majority in principal amount of Senior Subordinated Securities may
rescind and cancel such declaration and its consequences (i) if the rescission
would not conflict with any judgment or decree of a court of competent
jurisdiction, (ii) if all existing Events of Default have been cured or waived
except nonpayment of principal or interest that has become due solely because of
the acceleration, (iii) to the extent the payment of such interest is lawful,
interest on overdue installments of interest and overdue principal, which has
become due otherwise than by such declaration of acceleration, has been paid,
(iv) if the Company has paid the Trustee its reasonable compensation and
reimbursed the Trustee for its expenses, disbursements and advances and all
other amounts due pursuant to Section 7.07 and (v) in the event of the cure or
waiver of an Event of Default of the type described in Section 6.01(f) or (g)
the Trustee shall have received an Officers' Certificate and an Opinion of
Counsel that such Event of Default has been cured or waived. No such rescission
shall affect any subsequent Default or impair any right consequent thereto.

               SECTION 6.03 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 Senior Subordinated Securities or to enforce
the performance of any provision of the Senior Subordinated Securities or this
Indenture.

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

               SECTION 6.04 Waiver of Past Defaults. Subject to Section 6.02,
the Holders of a majority in aggregate principal amount of the Senior
Subordinated Securities then outstanding by written notice to the Trustee may on
behalf of the Holders of all of the Senior Subordinated Securities waive any
existing Default or Event of Default and its consequences except a continuing
Default or Event of Default in the payment of interest on, or the principal of,
the Senior Subordinated Securities. When a Default is waived, it is deemed cured
and ceases to exist and any Event of Default arising therefrom shall be deemed
to have been cured and waived for every purpose under this Indenture, but no
such waiver shall extend to any subsequent or other Default or Event of Default
or impair any consequent right.

               SECTION 6.05 Control by Majority. Subject to Section 13.06, the
Holders of a majority in aggregate principal amount of the outstanding Senior
Subordinated 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 the Trustee by this Indenture. However, the Trustee may
refuse to follow any direction that conflicts with law or this Indenture or,
subject to Section 7.01, that the Trustee determines is unduly prejudicial to
the rights of other Holders of Senior Subordinated Securities, it being
understood that subject to Section 7.01 the Trustee shall have no duty or
obligation to determine whether or not such actions or forbearances are unduly
prejudicial to such Holders, or would involve the Trustee in personal liability;
PROVIDED, HOWEVER, that the Trustee may take any other action deemed proper by
the Trustee that is not inconsistent with such direction. Prior to taking any
action hereunder, the Trustee shall be entitled to indemnification satisfactory
to it in its sole discretion against all losses and expenses caused by taking or
not taking such action.

               SECTION 6.06 Limitation on Suits. Except to enforce the right to
receive payment of principal or interest when due, a Holder of Senior
Subordinated Securities may not pursue any remedy with respect to this Indenture
or the Senior Subordinated 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 aggregate principal amount of
        the Senior Subordinated Securities make a written request to the Trustee
        to pursue the remedy;

               (3) such Holder or Holders offer 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 of security or indemnity; and

               (5) the Holders of a majority in aggregate principal amount of
        the Senior Subordinated Securities do not give the Trustee a direction
        inconsistent with the request during such 60-day period.

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

               SECTION 6.07 Rights of Holders to Receive Payment.
Notwithstanding any other provision of this Indenture, the right of any Holder
to receive payment of principal of, premium, if any, and interest on such
Holder's Senior Subordinated Securities, on or after the respective due dates
expressed in the Senior Subordinated 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 6.08 Collection Suit by Trustee. If an Event of Default
specified in Section 6.01(a) or (b) occurs and is continuing, the Trustee may
recover judgment in its own name and as trustee of an express trust against the
Company or any other obligor on the Senior Subordinated Securities for the whole
amount of principal and accrued interest remaining unpaid, together with
interest overdue on principal and to the extent that payment of such interest is
lawful, interest on overdue installments of interest, in each case at the rate
per annum borne by the Senior Subordinated Securities and such further amount as
shall be sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel.

               SECTION 6.09 Trustee May File Proofs of Claim. The Trustee may
file such proofs of claim and other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee and the Holders allowed in
any judicial proceedings relative to the Company or any other obligor upon the
Senior Subordinated Securities, their respective creditors or their property and
shall be entitled and empowered to collect and receive any moneys or other
property payable or deliverable on any such claims and to distribute the same
and any custodian in any such judicial proceeding is hereby authorized by each
Holder to make payments to the Trustee and, in the event that the Trustee shall
consent to the making of such payments directly to the Holders, to pay to the
Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and its counsel, and any
other amounts due the Trustee under Section 7.07. Nothing herein contained shall
be deemed to authorize the Trustee to authorize or consent to or accept or adopt
on behalf of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Senior Subordinated Securities or the rights of any
Holder thereof, or to authorize the Trustee to vote in respect of the claim of
any Holder in any such proceeding.

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

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

               SECOND:       to the holders of Senior Debt to the extent
        required by Article X or XII;

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

               FOURTH:       to the Company or the Guarantors, as their
        respective interests may appear.

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

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


                                   ARTICLE VII

                                   THE TRUSTEE

               SECTION 7.01 Duties of Trustee. (a) If an Event of Default has
occurred and is continuing, the Trustee shall exercise the rights and powers
vested in it by this Indenture and use the same degree of care and skill in
their exercise as a prudent Person would exercise or use under the circumstances
in the conduct of such Person's own affairs.

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

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

               (2) in the absence of bad faith on its part, the Trustee may
        conclusively rely, as to the truth of the statements and the correctness
        of the opinions expressed therein, upon certificates 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 may not be relieved from liability for its own
negligent action, its own negligent failure to act or its own willful
misconduct, except that:

               (1) this Section 7.01(c) does not limit the effect of Section
        7.01(b);

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

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

               (d) Every provision of this Indenture that in any way relates to
the Trustee is subject to subsections (a), (b) and (c) of this Section 7.01.

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

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

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

               (h) Every provision of this Indenture relating to the conduct or
affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section 7.01 and to the provisions of the TIA.

               SECTION 7.02  Rights of Trustee.  Subject to Section 7.01:

               (a) The Trustee may rely on 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 any such
        document.

               (b) Before the Trustee acts or refrains from acting, it may
        require an Officers' Certificate or an Opinion of Counsel. The Trustee
        shall not be liable for any action it takes or omits to take in good
        faith in reliance on such 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, HOWEVER, that the Trustee's conduct does
        not constitute willful misconduct or negligence.

               (e) The Trustee shall not be bound to make any investigation into
        the facts or matters stated in any resolution, certificate, statement,
        instrument, opinion, report, notice, request, consent, order, approval,
        bond, debenture, note or other paper or document unless requested in
        writing to do so by the Holders of not less than a majority in principal
        amount of the Senior Subordinated Securities at the time outstanding,
        but the Trustee, in its discretion, may make such further inquiry or
        investigation into such facts or matters as it may see fit, and, if the
        Trustee shall determine to make such further inquiry or investigation,
        it shall be entitled to examine the books, records and premises of the
        Company, personally or by agent or attorney.

               (f) The Trustee shall not be required to give any note, bond or
        surety in respect of the execution of the trusts and powers under this
        Indenture.

               (g) The permissive rights of the Trustee to take any action
        enumerated in this Indenture shall not be construed as a duty to take
        such action.

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

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

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

               (k) The Trustee shall not be charged with knowledge of any
        Default or Event of Default with respect to the Senior Subordinated
        Securities unless either (1) a Trust Officer shall have actual knowledge
        of such Default or Event of Default or (2) written notice of such
        Default or Event of Default shall have been given to the Trustee by the
        Company, the Guarantors or any Holder.

               SECTION 7.03 Individual Rights of Trustee. The Trustee in its
individual or any other capacity may become the owner or pledgee of Senior
Subordinated Securities and may otherwise deal with the Company, the Guarantors
or their respective Affiliates with the same rights it would have if it were not
Trustee. Any Paying Agent, Registrar, co-registrar or co-paying agent may do the
same with like rights.
However, the Trustee must comply with Sections 7.10 and 7.11.

               SECTION 7.04 Trustee's Disclaimer. The Trustee shall not be
responsible for and makes no representation as to the validity or adequacy of
this Indenture, any Subsidiary Guarantee or the Senior Subordinated Securities,
it shall not be accountable for the Company's use of the proceeds of the Senior
Subordinated Securities or any money paid to the Company or upon the Company's
direction under any provision of this Indenture and it shall not be responsible
for any statement of the Company or any Guarantors in this Indenture or in any
document issued in connection with the issuance of the Senior Subordinated
Securities or in the Senior Subordinated Securities other than the Trustee's
certificate of authentication.

               SECTION 7.05 Notice of Defaults. If a Default occurs and is
continuing and if it is actually known to the Trustee, the Trustee shall mail to
each Holder of Senior Subordinated Securities at the expense of the Company
notice of the Default within the earlier of 90 days after it occurs or 30 days
after it is known to a Trust Officer or written notice of it is received by the
Trustee. Except in the case of a Default in payment of principal of or interest
on any Senior Subordinated Security, including an acceleration under Section
6.02, the Trustee may withhold the notice if and so long as a committee of its
trust officers in good faith determines that withholding the notice is in the
interests of the Holders of the Senior Subordinated Securities. Notwithstanding
anything to the contrary expressed in this Indenture, the Trustee shall not be
deemed to have knowledge of any Default or Event of Default hereunder, except in
the case of an Event of Default under Section 6.01(a) and (b) if the Trustee is
acting as the Paying Agent, unless and until a Trust Officer receives written
notice thereof at its Corporate Trust Office specified in Section 13.02, from
the Company, a Guarantor or a Holder that such Default or Event of Default has
occurred.

               SECTION 7.06 Reports by Trustee to Holders. The Trustee shall
transmit to the Holders such reports concerning the Trustee and its actions
under this Indenture as may be required pursuant to the TIA at the times and in
the manner provided pursuant thereto. To the extent that any such report is
required by the TIA with respect to any 12-month period, such report shall cover
the 12-month period ending December 31 and shall be transmitted by the next
succeeding March 1.

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

               SECTION 7.07 Compensation and Indemnity. The Company shall pay to
the Trustee from time to time such reasonable compensation as is agreed to in
writing by the Trustee and Company for the Trustee's services hereunder. The
Trustee's compensation shall not be limited by any law on compensation of a
trustee of an express trust. The Company shall reimburse the Trustee upon
request for all reasonable out-of-pocket disbursements, advances and expenses
Incurred or made by it, including costs of collection, in addition to the
compensation for its services. Such expenses shall include the reasonable
compensation and expenses, disbursements and advances of the Trustee's agents,
counsel, accountants and experts. The Company and each Guarantor, jointly and
severally, shall indemnify the Trustee and its officers, directors,
shareholders, agents and employees (each, an "Indemnified Party") for and hold
each Indemnified Party harmless against any and all loss, liability or expense
(including reasonable attorneys' fees) Incurred by them without negligence or
bad faith on their part arising out of or in connection with the acceptance or
administration of this Indenture or the Senior Subordinated Securities and the
performance of their duties hereunder, including the cost and expense of
enforcing this Indenture against the Company (including this Section 7.07), and
defending itself against any claim (whether asserted by a Holder or any other
Person). The Trustee and its officers, directors, shareholders, agents and
employees in its capacity as Paying Agent, Registrar, Custodian and agent for
service of notice and demands shall have the full benefit of the foregoing
indemnity as well as all other benefits, rights and privileges accorded to the
Trustee in this Indenture when acting in such other capacity. The Trustee shall
notify the Company of any claim for which it may seek indemnity promptly upon
obtaining actual knowledge thereof, PROVIDED that any failure so to notify the
Company shall not relieve the Company or any Guarantor of its indemnity
obligations hereunder. The Company shall defend the claim and the Indemnified
Party shall provide reasonable cooperation at the Company's expense in the
defense. Such Indemnified Parties may have separate counsel and the Company
shall pay the reasonable fees and expenses of such counsel; provided that the
Company shall not be required to pay such fees and expenses if it assumes such
Indemnified Parties' defense and in such Indemnified Parties' reasonable
judgment, there is no conflict of interest between the Company and such
Indemnified Parties in connection with such defense. The Company and the
Guarantors need not reimburse any expense or indemnify against any loss,
liability or expense Incurred by an Indemnified Party through such party's own
willful misconduct, negligence or bad faith. The Company and the Guarantors need
not pay any settlement made without the Company's consent (which consent shall
not be unreasonably withheld).

               To secure the Company's and the Guarantors' payment obligations
in this Section 7.07, the Trustee shall have a lien on all money or property
held or collected by the Trustee other than money or property held in trust to
pay principal of and interest on particular Senior Subordinated Securities. Such
lien shall survive the satisfaction and discharge of this Indenture and the
resignation or removal of the Trustee. The Trustee's right to receive payment of
any amounts due under this Indenture shall not be subordinated to any other
indebtedness of the Company or the Guarantors and the Senior Subordinated
Securities shall be subordinate to the Trustee's rights to receive such payment.

               The Company's and the Guarantors' payment obligations pursuant to
this Section 7.07 shall survive the satisfaction or discharge of this Indenture,
any rejection or termination of this Indenture under any Bankruptcy Law or the
resignation or removal of the Trustee. When the Trustee Incurs expenses after
the occurrence of a Default specified in Section 6.01(f) or (g) with respect to
the Company or any Guarantor, the expenses are intended to constitute expenses
of administration under the Bankruptcy Law.

               SECTION 7.08 Replacement of Trustee. The Trustee may resign at
any time by so notifying the Company in writing. The Holders of a majority in
principal amount of the Senior Subordinated Securities may remove the Trustee by
so notifying the Trustee and the Company in writing and may appoint a successor
Trustee. The Company shall remove the Trustee if:

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

               (2)    the Trustee is adjudged bankrupt or insolvent;

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

               (4)    the Trustee otherwise becomes incapable of acting.

               If the Trustee resigns, is removed by the Company or by the
Holders of a majority in principal amount of the Senior Subordinated Securities
and such Holders do not reasonably promptly appoint a successor Trustee, 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 Company shall
promptly appoint a successor Trustee.

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

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

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

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

               SECTION 7.09 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, PROVIDED that such Person shall be
qualified and eligible under this Article VII.

               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 Senior Subordinated 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
Senior Subordinated Securities so authenticated; and in case at that time any of
the Senior Subordinated Securities shall not have been authenticated, any
successor to the Trustee may authenticate such Senior Subordinated 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 Senior Subordinated Securities or in this
Indenture provided that the certificate of the Trustee shall have.

               SECTION 7.10 Eligibility; Disqualification. The Trustee shall at
all times satisfy the requirements of TIA ss. 310(a). The Trustee shall have a
combined capital and surplus of at least $100,000,000 as set forth in its most
recent published annual report of condition. The Trustee shall comply with TIA
ss. 310(b); PROVIDED, HOWEVER, that there shall be excluded from the operation
of TIA ss. 310(b)(1) any indenture or indentures under which other securities or
certificates of interest or participation in other securities of the Company are
outstanding if the requirements for such exclusion set forth in TIA ss.
310(b)(1) are met.

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


                                  ARTICLE VIII

                       DISCHARGE OF INDENTURE; DEFEASANCE

               SECTION 8.01 Legal Defeasance and Covenant Defeasance. (a) The
Company may, at the option of its Board of Directors evidenced by a Board
Resolution, at any time, elect to have either Section 8.01(b) or 8.01(c) be
applied to all outstanding Senior Subordinated Securities upon compliance with
the conditions set forth below in this Article VIII.

               (b) Upon the Company's exercise under Section 8.01(a) of the
option applicable to this Section 8.01(b), the Company and each Guarantor shall,
subject to the satisfaction of the conditions set forth in Section 8.02, be
deemed to have been discharged from their obligations with respect to all
outstanding Senior Subordinated Securities and any Subsidiary Guarantee on the
date the conditions set forth below are satisfied ("Legal Defeasance"). For this
purpose, Legal Defeasance means that the Company and each Guarantor shall be
deemed to have paid and discharged the entire Indebtedness represented by the
outstanding Senior Subordinated Securities and any Subsidiary Guarantee, which
Senior Subordinated Securities and Subsidiary Guarantees shall thereafter be
deemed to be "outstanding" only for the purposes of Section 8.03 and the other
Sections of this Indenture referred to in clauses (i) and (ii) below, and to
have satisfied all their other obligations under such Senior Subordinated
Securities, the Subsidiary Guarantees and this Indenture (and the Trustee, on
demand of and at the expense of the Company, shall execute proper instruments
acknowledging the same), except for the following provisions which shall survive
until otherwise terminated or discharged hereunder: (i) the rights of Holders of
outstanding Senior Subordinated Securities to receive payments in respect of the
principal of and interest on such Senior Subordinated Securities, solely from
the trust fund described in Section 8.03, when such payments are due, (ii) the
Company's obligations with respect to the Senior Subordinated Securities under
Sections 2.01(a) and (b) and 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.14, and 2.15
and 4.25 which shall survive until the Senior Subordinated Securities have been
paid in full, (iii) the rights, powers, trusts, duties and immunities of the
Trustee hereunder (including claims of, or payments to, the Trustee under or
pursuant to Section 7.07) and (iv) this Article VIII. Subject to compliance with
this Article VIII, the Company may exercise its option under this Section
8.01(b) notwithstanding the prior exercise of its option under Section 8.01(c).

               (c) Upon the Company's exercise under Section 8.01(a) of the
option applicable to this Section 8.01(c), the Company and each Guarantor shall,
subject to the satisfaction of the conditions set forth in Section 8.02, be
released from their obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06,
4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 4.17, 4.18, 4.19,
4.20, 4.21, 4.23, 4.24, 4.25, 4.26 , 5.01(a)(ii), (iv) and (v) and 5.02 with
respect to the outstanding Senior Subordinated Securities on and after the date
the conditions set forth below are satisfied ("Covenant Defeasance"), and the
Senior Subordinated Securities shall thereafter be deemed not "outstanding" for
the purposes of any direction, waiver, consent or declaration of act of Holders
(and the consequences of any thereof) in connection with such Sections, but
shall continue to be deemed "outstanding" for all the other purposes hereunder.
For this purpose, Covenant Defeasance means that, with respect to the
outstanding Senior Subordinated Securities, the Company and its Subsidiaries may
omit to comply with and shall have no liability in respect of any term,
condition or limitation set forth in any such Section, whether directly or
indirectly, by reason of any reference elsewhere herein to any such Section or
by reason of any reference in any such Section to any other provision herein or
in any other document and such omission to comply shall not constitute a Default
or an Event of Default under Section 6.01(c), but, except as specified above,
the remainder of this Indenture and such Senior Subordinated Securities shall be
unaffected thereby. In addition, upon the Company's exercise under Section
8.01(a) of the option applicable to this Section 8.01(c), subject to the
satisfaction of the conditions set forth in Section 8.03, Sections 6.01(d), (e)
and (h) shall not constitute Events of Default.

               SECTION 8.02 Conditions to Legal or Covenant Defeasance. The
following shall be the conditions to the application of either Section 8.01(b)
or 8.01(c) to the outstanding Senior Subordinated Securities:

               In order to exercise either Legal Defeasance or Covenant
Defeasance, (i) the Company must irrevocably deposit with the Trustee, in trust,
for the benefit of the Holders, U.S. Legal Tender, non-callable U.S. government
obligations or a combination thereof, in such amounts as will be sufficient, in
the opinion of a nationally recognized firm of independent public accountants,
to pay the principal of and interest on the Senior Subordinated Securities on
the stated date for payment thereof or on the applicable redemption date, as the
case may be; (ii) in the case of Legal Defeasance, the Company shall have
delivered to the Trustee an Opinion of Counsel in the United States reasonably
acceptable to the Trustee confirming that (A) the Company has received from, or
there has been published by, the Internal Revenue Service a ruling or (B) since
the date of this Indenture, there has been a change in the applicable federal
income tax law, in either case to the effect that, and based thereon such
Opinion of Counsel shall confirm that, the Holders will not recognize income,
gain or loss for federal income tax purposes as a result of such Legal
Defeasance and will be subject to federal income tax on the same amounts, in the
same manner and at the same times as would have been the case if such Legal
Defeasance had not occurred; (iii) in the case of Covenant Defeasance, the
Company shall have delivered to the Trustee an Opinion of Counsel in the United
States reasonably acceptable to the Trustee confirming that the Holders will not
recognize income, gain or loss for federal income tax purposes as a result of
such 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; (iv) no Default or Event of Default
shall have occurred and be continuing on the date of such deposit or insofar as
Events of Default under Section 6.01(f) or (g) are concerned, at any time in the
period ending on the 91st day after the date of deposit; (v) such Legal
Defeasance or Covenant Defeasance shall not result in a breach or violation of,
or constitute a default under, this Indenture or any other material agreement or
instrument to which the Company or any of its Subsidiaries is a party or by
which the Company or any of its Subsidiaries is bound; (vi) the Company shall
have delivered to the Trustee an Officers' Certificate stating that the deposit
was not made by the Company with the intent of preferring the Holders over any
other creditors of the Company or with the intent of defeating, hindering,
delaying or defrauding any other creditors of the Company or others; (vii) the
Company shall have delivered to the Trustee an Officers' Certificate and an
Opinion of Counsel, each stating that all conditions precedent provided for or
relating to the Legal Defeasance or the Covenant Defeasance have been complied
with; and (viii) the Company shall have delivered to the Trustee an Opinion of
Counsel to that effect that (a) the trust funds will not be subject to any
rights of holders of Senior Debt, including, without limitation, those arising
under this Indenture and (b) assuming no intervening bankruptcy of the Company
between the date of deposit and the 91st day following deposit and that no
Holder is an insider of the Company, after the 91st day following the deposit,
the trust funds will not be subject to the effect of any applicable bankruptcy,
insolvency, reorganization or similar laws affecting creditors' rights
generally.

               Notwithstanding the foregoing, the Opinion of Counsel required by
clause (ii) in the immediately preceding paragraph with respect to a Legal
Defeasance need not be delivered if all Senior Subordinated Securities not
theretofore delivered to the Trustee for cancellation (1) have become due and
payable; or (2) will become due and payable on the maturity date within one year
under arrangements satisfactory to the Trustee for the giving of notice of
redemption by the Trustee in the name, and at the expense, of the Company.

               SECTION 8.03 Deposited Money and Government Senior Subordinated
Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to
Section 8.04, U.S. Legal Tender and U.S. government obligations (including the
proceeds thereof) deposited with the Trustee pursuant to Section 8.02 or Section
8.06 in respect of the outstanding Senior Subordinated Securities shall be held
in trust and applied by the Trustee, in accordance with the provisions of such
Senior Subordinated Securities and this Indenture, to the payment, either
directly or through any Paying Agent (including the Company acting as Paying
Agent) as the Trustee may determine, to the Holders of all sums due and to
become due thereon in respect of principal and interest, but such money need not
be segregated from other funds except to the extent required by law.

               Anything in this Article VIII to the contrary notwithstanding,
the Trustee shall deliver or pay to the Company from time to time upon the
request of the Company any U.S. Legal Tender or U.S. government obligations
(including the proceeds thereof) held by it as provided in Section 8.02 which,
in the opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee (which may
be the opinion delivered under Section 8.02(a)), are in excess of the amount
thereof that would then be required to be deposited to effect an equivalent
Legal Defeasance or Covenant Defeasance.

               SECTION 8.04 Repayment to Company. Any U.S. Legal Tender
deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of the principal of or interest on any Senior Subordinated
Security and remaining unclaimed for two years after such principal or interest
has become due and payable shall be paid to the Company on its request or (if
then held by the Company) shall be discharged from such trust; and the Holder of
such Senior Subordinated Security shall thereafter, as an unsecured general
creditor, look only to the Company for payment thereof, and all liability of the
Trustee or such Paying Agent with respect to such trust money, and all liability
of the Company as trustee thereof, shall thereupon cease; PROVIDED, HOWEVER,
that the Trustee or such Paying Agent, before being required to make any such
repayment, may at the expense of the Company, cause to be published once, in The
New York Times (national edition) and The Wall Street Journal (national
edition), notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such
notification or publication, any unclaimed balance of such money then remaining
will be repaid to the Company.

               SECTION 8.05 Reinstatement. If the Trustee or Paying Agent is
unable to apply any U.S. Legal Tender or U.S. government obligations in
accordance with this Article VIII by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting
such application, then the Company's and the Guarantors' obligations under this
Indenture and the Senior Subordinated Securities and the Guarantors' obligations
under the Subsidiary Guarantees shall be revived and reinstated as though no
deposit had occurred pursuant to this Article VIII until such time as the
Trustee or Paying Agent is permitted to apply all such money in accordance with
this Article VIII; PROVIDED, HOWEVER, that, if the Company or any Guarantor
makes any payment of principal of or interest on any Senior Subordinated
Security following the reinstatement of its obligations, the Company or any
Guarantor, as the case may be, shall be subrogated to the rights of the Holders
of such Senior Subordinated Securities to receive such payment from the money
held by the Trustee or Paying Agent.

               SECTION 8.06 Satisfaction and Discharge of Indenture. Upon the
request of the Company, this Indenture will be discharged and will cease to be
of further effect (except as to surviving rights of registration of transfer or
exchange of the Senior Subordinated Securities, as expressly provided for herein
or pursuant hereto), the Company and the Guarantors will be discharged from
their obligations under the Senior Subordinated Securities and the Subsidiary
Guarantees, respectively, and the Trustee, at the expense of the Company, will
execute proper instruments acknowledging satisfaction and discharge of this
Indenture when:

               (a) either (i) all the Senior Subordinated Securities theretofore
        authenticated and delivered (other than mutilated, destroyed, lost or
        stolen Senior Subordinated Securities that have been replaced or paid
        and Senior Subordinated Securities that have been subject to defeasance
        under this Article VIII) have been delivered to the Trustee for
        cancellation or (ii) all Senior Subordinated Securities not theretofore
        delivered to the Trustee for cancellation (A) have become due and
        payable, (B) will become due and payable at maturity within one year or
        (C) are to be called for redemption within one year under arrangements
        satisfactory to the Trustee for the giving of notice of redemption by
        the Trustee in the name, and at the expense, of the Company, and the
        Company, in the case of (A), (B) or (C) above, has irrevocably deposited
        or caused to be deposited with the Trustee funds in trust for such
        purpose in an amount sufficient to pay and discharge, without the need
        to reinvest any proceeds thereof, the entire Indebtedness on such Senior
        Subordinated Securities not theretofore delivered to the Trustee for
        cancellation, for principal and interest on the Senior Subordinated
        Securities to the date of such deposit (in the case of Senior
        Subordinated Securities that have become due and payable) or to the
        Stated Maturity or redemption date, as the case may be;

               (b) the Company has paid or caused to be paid all sums payable
        under this Indenture by the Company; and

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

               Notwithstanding the satisfaction and discharge of this Indenture,
the obligations of the Company and the Guarantors to the Trustee under Section
7.07 and, if money shall have been deposited with the Trustee pursuant to clause
(a)(ii) of this Section 8.06, the obligations of the Trustee under Section 8.06
and Section 2.04 shall survive.


                                   ARTICLE IX

                                   AMENDMENTS

               SECTION 9.01 Without Consent of Holders. From time to time, the
Company and each Guarantor when authorized by a Board Resolution of their
respective Boards of Directors, and the Trustee, without the consent of the
Holders, may amend this Indenture or the Senior Subordinated Securities or the
Subsidiary Guarantees for the following purposes:

               (1) to cure any ambiguity, defect or inconsistency, PROVIDED that
        any such amendment does not, in the opinion of the Trustee, as evidenced
        by an Opinion of Counsel delivered to the Trustee, adversely affect the
        rights of any Holder or any holder of the Series B Securities or the
        Series C Securities;

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

               (3)    to comply with Article V;

               (4) to release any Guarantor from its Subsidiary Guarantee in
        accordance with the provisions of this Indenture;

               (5)    to provide for additional Guarantors;

               (6) to make any change that would provide any additional rights
        or benefits to each of the Holders of Senior Subordinated Securities and
        the holders of the Series B Securities and the Series C Securities,
        treating, for such purpose, the Senior Subordinated Securities, the
        Series B Securities and the Series C Securities as one class, or that
        does not adversely affect the legal rights under this Indenture of any
        such Holder of Senior Subordinated Securities or any holder of Series B
        Securities or Series C Securities, or

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

               An amendment under this Section may not make any change that
adversely affects the rights under Article X of any holder of Senior Debt or
under Article VII of any holder of Guarantor Senior Debt then outstanding unless
the holders of such Senior Debt or Guarantor Senior Debt (or any group or
representative thereof authorized to give a consent), as the case may be,
consent to such change.

               After an amendment under this Section 9.01 becomes effective, the
Company shall mail to Holders of Senior Subordinated Securities a notice briefly
describing such amendment. The failure to give such notice to all Holders of
Senior Subordinated Securities, or any defect therein, shall not impair or
affect the validity of an amendment under this Section 9.01.

               SECTION 9.02 With Consent of Holders. The Company, the Guarantors
and the Trustee may amend this Indenture, the Subsidiary Guarantees or the
Senior Subordinated Securities with the written consent of (i) the Holders of at
least 66 2/3% in principal amount of the outstanding Senior Subordinated
Securities, (ii) the holders of at least 66 2/3% in principal amount of the
Series B Securities and (iii) the holders of at least 66 2/3% in principal
amount of the Series C Securities. However, without the consent of (i) each
Holder of a Senior Subordinated Security, (ii) each holder of the Series B
Securities and (iii) each holder of the Series C Securities, an amendment may
not:

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

             (ii) reduce the rate of or change or have the effect of changing
        the time for payment of interest, including defaulted interest, on any
        Senior Subordinated Securities;

            (iii) reduce the principal of or change or have the effect of
        changing the fixed maturity of any Senior Subordinated Securities, or
        change the date on which any Senior Subordinated Securities may be
        subject to redemption or repurchase, or reduce the redemption or
        repurchase price therefor;

             (iv) make any Senior Subordinated Securities payable in money other
        than that stated in the Senior Subordinated Securities;

              (v) make any change in provisions of this Indenture protecting the
        right of each Holder to receive payment of principal of and interest on
        such Holder's Senior Subordinated Securities on or after the due date
        thereof or to bring suit to enforce such payment, or permitting Holders
        of a majority in principal amount of Senior Subordinated Securities to
        waive Defaults or Events of Default;

             (vi) modify or change any provision of this Indenture or the
        related definitions affecting the subordination or ranking of the Senior
        Subordinated Securities in a manner which adversely affects the Holders;
        PROVIDED, HOWEVER, that it is understood that any amendment, the purpose
        of which is to permit the Incurrence of additional Indebtedness under
        this Indenture shall not be construed as adversely affecting the ranking
        of the Senior Subordinated Securities; or

            (vii) make any change to the Subsidiary Guarantees in any manner
        that adversely affects the rights of the Holders.

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

               No amendment under this Section 9.02 may make any change that
adversely affects the rights under Article X of any holder of Senior Debt or
under Article XII of any holder of Guarantor Senior Debt then outstanding unless
the holders of such Senior Debt or Guarantor Senior Debt (or any group or
representative thereof authorized to give a consent), as the case may be,
consent to such change.

               After an amendment under this Section 9.02 becomes effective, the
Company shall mail to Holders of Senior Subordinated Securities a notice briefly
describing such amendment. The failure to give such notice to all Holders of
Senior Subordinated Securities, or any defect therein, shall not impair or
affect the validity of an amendment under this Section.

               SECTION 9.03 Compliance with Trust Indenture Act. Every amendment
to this Indenture or the Senior Subordinated Securities shall comply with the
TIA as then in effect.

               SECTION 9.04 Revocation and Effect of Consents and Waivers. A
consent to an amendment or a waiver by a Holder of a Senior Subordinated
Security shall bind the Holder and every subsequent Holder of that Senior
Subordinated Security or portion of the Senior Subordinated Security that
evidences the same debt as the consenting Holder's Senior Subordinated Security,
even if notation of the consent or waiver is not made on the Senior Subordinated
Security. However, any such Holder or subsequent Holder may revoke the consent
or waiver as to such Holder's Senior Subordinated Security or portion of the
Senior Subordinated Security if the Trustee receives written notice of
revocation before the date the amendment or waiver becomes effective. After an
amendment or waiver becomes effective, it shall bind every Senior Subordinated
Securityholder. Except if otherwise specified in such amendment or waiver, an
amendment or waiver becomes effective once the requisite number of consents are
received by the Company or the Trustee.

               The Company may, but shall not be obligated to, fix a record date
for the purpose of determining the Holders of Senior Subordinated Securities
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 Holders 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.

               SECTION 9.05 Notation on or Exchange of Senior Subordinated
Securities. If an amendment changes the terms of a Senior Subordinated Security,
the Trustee may require the Holder of the Senior Subordinated Security to
deliver it to the Trustee. The Trustee may place an appropriate notation on the
Senior Subordinated Security regarding the changed terms and return it to the
Holder. Alternatively, if the Company or the Trustee so determines, the Company
in exchange for the Senior Subordinated Security shall issue and the Trustee
shall authenticate a new Senior Subordinated Security that reflects the changed
terms. Failure to make the appropriate notation or to issue a new Senior
Subordinated Security shall not affect the validity of such amendment.

               SECTION 9.06 Trustee To Sign Amendments. The Trustee shall sign
any amendment authorized pursuant to this Article IX if the amendment does not
adversely affect the rights, duties, liabilities or immunities of the Trustee.
If it does, the Trustee may but need not sign it. In signing such amendment the
Trustee shall be entitled to receive, and (subject to Section 7.01) shall be
fully protected in relying upon, an Officers' Certificate and an Opinion of
Counsel, each stating that such amendment is authorized or permitted by this
Indenture and that such amendment is the legal, valid and binding obligation of
the Company and the Guarantors enforceable against them in accordance with its
terms, subject to customary exceptions, and complies with the provisions hereof
(including Section 9.03).

               SECTION 9.07 Payment for Consent. Neither the Company nor any
Affiliate of the Company 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, any Subsidiary Guarantee or the Senior
Subordinated 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 X

                 SUBORDINATION OF SENIOR SUBORDINATED SECURITIES

               SECTION 10.01 Senior Subordinated Securities Subordinated to
Senior Debt. The Company covenants and agrees, and the Trustee and each Holder
of the Senior Subordinated Securities by their acceptance thereof likewise
covenant and agree, (i) that all Senior Subordinated Securities shall be issued
subject to the provisions of this Article X; and each Person holding any Senior
Subordinated Security, whether upon original issue or upon transfer, assignment
or exchange thereof, accepts and agrees that all payments of the principal of
and interest (including, without limitation, interest on overdue payments of
principal or interest) on or other amounts payable in respect of the Senior
Subordinated Securities or this Indenture by the Company shall, to the extent
and in the manner set forth in this Article X, be subordinated and junior in
right of payment to the prior payment in full in cash or Cash Equivalents of all
Obligations on Senior Debt of the Company, whether outstanding on the Issue Date
or thereafter Incurred, including, without limitation, the Company's Obligations
under the Credit Agreement, and (ii) that the subordination is for the benefit
of, and shall be enforceable directly by, the holders of Senior Debt, and that
each holder of Senior Debt whether now outstanding or hereafter created,
Incurred, assumed or guaranteed shall be deemed to have acquired Senior Debt in
reliance upon the covenants and provisions contained in this Indenture and the
Senior Subordinated Securities.

               SECTION 10.02 No Payment on Securities in Certain Circumstances.
Unless Section 10.03 shall be applicable, if any default occurs and is
continuing in the payment when due, whether at maturity, upon any redemption, by
acceleration or otherwise, of any principal of, interest on, unpaid drawings for
letters of credit issued in respect of, or regularly accruing fees with respect
to, any Designated Senior Debt, no payment of any kind or character shall be
made by or on behalf of the Company or any other Person on its behalf with
respect to any Obligations on the Senior Subordinated Securities or to acquire
any of the Senior Subordinated Securities for cash or property or otherwise
(except that holders of the Senior Subordinated Securities may receive payments
from a trust described under Article VIII so long as, on the date or dates the
respective amounts were paid into the trust, such payments were made with
respect to the Senior Subordinated Securities in accordance with the provisions
of Article VIII and without violating the provisions of Article X or Article XII
of this Indenture (a "Defeasance Trust Payment")).

               In addition, unless Section 10.03 shall be applicable, if any
other event of default occurs and is continuing with respect to any Designated
Senior Debt, as such event of default is defined in the instrument creating or
evidencing such Designated Senior Debt, permitting the holders of such
Designated Senior Debt then outstanding to accelerate the maturity thereof and
if the Representative for the respective issue of Designated Senior Debt gives
written notice of the event of default to the Trustee (a "Payment Blockage
Notice"), then, unless and until all events of default have been cured or waived
or have ceased to exist or the Trustee receives notice from the Representative
for the respective issue of Designated Senior Debt terminating the Payment
Blockage Period, during the 180 days after the receipt by the Trustee of such
Payment Blockage Notice (the "Payment Blockage Period"), neither the Company nor
any other Person on its behalf shall (x) make any payment of any kind or
character with respect to any Obligations on the Senior Subordinated Securities
or (y) acquire any of the Senior Subordinated Securities for cash or property or
otherwise (except that Holders of the Senior Subordinated Securities may receive
Defeasance Trust Payments).

               Notwithstanding anything herein to the contrary, in no event will
a Payment Blockage Period extend beyond 180 days after the receipt by the
Trustee of the Payment Blockage Notice and only one such Payment Blockage Period
may be commenced within any 360 consecutive days. No event of default which
existed or was continuing on the date of the commencement of any Payment
Blockage Period with respect to the Designated Senior Debt shall be, or be made,
the basis for commencement of a second Payment Blockage Period by the
Representative of such Designated Senior Debt whether or not within a period of
360 consecutive days, unless such event of default shall have been cured or
waived for a period of not less than 90 consecutive days (it being acknowledged
that any subsequent action, or any breach of any financial covenants for a
period commencing after the date of commencement of such Payment Blockage Period
that, in either case, would give rise to an event of default pursuant to any
provisions under which an event of default previously existed or was continuing
shall constitute a new event of default for this purpose).

               In the event that, notwithstanding the foregoing provisions of
this Section 10.02 prohibiting such payment or distribution, any payment or
distribution of assets or securities of the Company of any kind or character,
whether in cash, property or securities (excluding any Defeasance Trust
Payment), shall be received by the Trustee or any Holder of Senior Subordinated
Securities at a time when such payment or distribution is prohibited by the
first two paragraphs of this Section 10.02 and before all Obligations in respect
of Designated Senior Debt of the Company are paid in full in cash or Cash
Equivalents, such payment or distribution shall be received and held in trust
for the benefit of, and shall be paid over or delivered to, the holders of
Designated Senior Debt of the Company (PRO RATA to such holders on the basis of
the respective amounts of Designated Senior Debt held by such holders) or their
representatives, or to the trustee or trustees or agent or agents under any
indenture pursuant to which any of such Designated Senior Debt may have been
issued, as their respective interests may appear, for application to the payment
of such Designated Senior Debt remaining unpaid until all such Designated Senior
Debt has been paid in full in cash or Cash Equivalents after giving effect to
any prior or concurrent payment, distribution or provision therefor to or for
the holders of such Designated Senior Debt.

               SECTION 10.03 Payment Over of Proceeds upon Dissolution, etc. (a)
Upon any payment or distribution of assets of the Company of any kind or
character, whether in cash, property or securities, to creditors upon any total
or partial liquidation, dissolution, winding up, reorganization, assignment for
the benefit of creditors or marshaling of assets of the Company or in a
bankruptcy, reorganization, insolvency, receivership or other similar proceeding
relating to the Company or its property, whether voluntary or involuntary, all
Obligations due or to become due upon all Senior Debt (including interest after
the commencement of any such proceeding at the rate specified in the applicable
Senior Debt whether or not such interest is an allowed claim in such proceeding)
shall first be paid in full in cash or Cash Equivalents, or such payment duly
provided for to the satisfaction of the holders of Senior Debt, before any
payment or distribution of any kind or character is made on account of any
Obligations on the Senior Subordinated Securities, or for the acquisition of any
of the Senior Subordinated Securities for cash or property or otherwise (except
that Holders of the Senior Subordinated Securities may receive Defeasance Trust
Payments). Before any payment may be made by, or on behalf of, the Company of
any Obligations on the Senior Subordinated Securities upon any such dissolution
or winding-up or total liquidation or reorganization, any payment or
distribution of assets or securities of the Company of any kind or character,
whether in cash, property or securities (excluding any Defeasance Trust
Payment), to which the Holders of the Senior Subordinated Securities or the
Trustee on their behalf would be entitled, but for the subordination provisions
of this Indenture, shall be made by the Company or by any receiver, trustee in
bankruptcy, liquidation trustee, agent or other Person making such payment or
distribution, directly to the holders of the Senior Debt of the Company (PRO
RATA to such holders on the basis of the respective amounts of Senior Debt held
by such holders) or their Representatives, or to the trustee or trustees or
agent or agents under any agreement or indenture pursuant to which any of such
Senior Debt may have been issued, as their respective interests may appear, to
the extent necessary to pay all such Senior Debt in full in cash or Cash
Equivalents after giving effect to any prior or concurrent payment, distribution
or provision therefor to or for the holders of such Senior Debt.

               (b) In the event that, notwithstanding the foregoing provision
prohibiting such payment or distribution, any payment or distribution of assets
or securities of the Company of any kind or character, whether in cash, property
or securities (excluding any Defeasance Trust Payment), shall be received by the
Trustee or any Holder of Senior Subordinated Securities at a time when such
payment or distribution is prohibited by Section 10.03(a) and before all
Obligations in respect of Senior Debt of the Company are paid in full in cash or
Cash Equivalents, such payment or distribution shall be received and held in
trust for the benefit of, and shall be paid over or delivered to, the holders of
Senior Debt of the Company (PRO RATA to such holders on the basis of the
respective amounts of Senior Debt held by such holders) or their
Representatives, or to the trustee or trustees or agent or agents under any
indenture pursuant to which any of such Senior Debt may have been issued, as
their respective interests may appear, for application to the payment of such
Senior Debt remaining unpaid until all such Senior Debt has been paid in full in
cash or Cash Equivalents after giving effect to any prior or concurrent payment,
distribution or provision therefor to or for the holders of such Senior Debt.

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

               (d) The consolidation of the Company with, or the merger of the
Company with or into, another Person or the liquidation or dissolution of the
Company following the conveyance or transfer of its property as an entirety, or
substantially as an entirety, to another corporation upon the terms and
conditions provided in Article V shall not be deemed a dissolution, winding-up,
liquidation or reorganization for the purposes of this Section 10.03 if such
other Person shall, as a part of such consolidation, merger, conveyance or
transfer, comply with the conditions stated in Article V.

               SECTION 10.04 Subrogation. Upon the payment in full in cash or
Cash Equivalents of all Senior Debt of the Company, the Holders of the Senior
Subordinated Securities shall be subrogated to the rights of the holders of such
Senior Debt to receive payments or distributions of cash, property or securities
of the Company made on such Senior Debt until the principal of and interest on
the Senior Subordinated Securities shall be paid in full in cash or Cash
Equivalents; and, for the purposes of such subrogation, no payments or
distributions to the holders of the Senior Debt of the Company of any cash,
property or securities to which the Holders of the Senior Subordinated
Securities or the Trustee on their behalf would be entitled except for the
provisions of this Article X, and no payment over pursuant to the provisions of
this Article X to the holders of Senior Debt of the Company by Holders of the
Senior Subordinated Securities or the Trustee on their behalf shall, as between
the Company, its creditors other than holders of Senior Debt of the Company, and
the Holders of the Senior Subordinated Securities, be deemed to be a payment by
the Company to or on account of the Senior Debt of the Company. It is understood
that the provisions of this Article X are and are intended solely for the
purpose of defining the relative rights of the Holders of the Senior
Subordinated Securities, on the one hand, and the holders of the Senior Debt of
the Company, on the other hand.

               If any payment or distribution to which the Holders of the Senior
Subordinated Securities would otherwise have been entitled but for the
provisions of this Article X shall have been applied, pursuant to the provisions
of this Article X, to the payment of all amounts payable under Senior Debt, then
and in such case, the Holders of the Senior Subordinated Securities shall be
entitled to receive from the holders of such Senior Debt any payments or
distributions received by such holders of Senior Debt in excess of the amount
required to make payment in full in cash of such Senior Debt.

               SECTION 10.05 Obligations of the Company Unconditional. Nothing
contained in this Article X or elsewhere in this Indenture or in the Senior
Subordinated Securities is intended to or shall impair, as among the Company and
the Holders of the Senior Subordinated Securities, the obligation of the
Company, which is absolute and unconditional, to pay to the Holders of the
Senior Subordinated Securities the principal of and interest on the Senior
Subordinated Securities as and when the same shall become due and payable in
accordance with their terms, or is intended to or shall affect the relative
rights of the Holders of the Senior Subordinated Securities and creditors of the
Company other than the holders of the Senior Debt of the Company, nor shall
anything herein or therein prevent the Holder of any Senior Subordinated
Security or the Trustee on their behalf from exercising all remedies otherwise
permitted by applicable law upon default under this Indenture, subject to the
rights, if any, under this Article X of the holders of the Senior Debt of the
Company in respect of cash, property or securities of the Company received upon
the exercise of any such remedy.

               Without limiting the generality of the foregoing, nothing
contained in this Article X shall restrict the right of the Trustee or the
Holders of Senior Subordinated Securities to take any action to declare the
Senior Subordinated Securities to be due and payable prior to their stated
maturity pursuant to Section 6.02 or to pursue any rights or remedies hereunder;
PROVIDED, HOWEVER, that all Senior Debt of the Company then due and payable
shall first be paid in full in cash or Cash Equivalents before the Holders of
the Senior Subordinated Securities or the Trustee are entitled to receive any
direct or indirect payment from, or on behalf of, the Company on account of any
Obligations on the Senior Subordinated Securities.

               SECTION 10.06 Notice to Trustee. The Company shall give prompt
written notice to the Trustee of any fact known to the Company which would
prohibit the making of any payment to or by the Trustee in respect of the Senior
Subordinated Securities pursuant to the provisions of this Article X (although
the failure to give any such notice shall not affect the subordination
provisions set forth in this Article X). The Trustee shall not be charged with
knowledge of the existence of any event of default with respect to any Senior
Debt of the Company or of any other facts which would prohibit the making of any
payment to or by the Trustee unless and until the Trustee shall have received
notice in writing at its Corporate Trust Office to that effect signed by an
Officer of the Company, or by a holder of Senior Debt or trustee or agent
therefor; and prior to the receipt of any such written notice, the Trustee
shall, subject to Article VII, be entitled to assume that no such facts exist;
PROVIDED, HOWEVER, that if the Trustee shall not have received the notice
provided for in this Section 10.06 at least two Business Days prior to the date
upon which by the terms of this Indenture any moneys shall become payable for
any purpose (including, without limitation, the payment of the principal of or
interest on any Senior Subordinated Security), then, regardless of anything
herein to the contrary, the Trustee shall have full power and authority to
receive any moneys from the Company and to apply the same to the purpose for
which they were received, and shall not be affected by any notice to the
contrary which may be received by it on or after such prior date (although the
receipt of such moneys by any Holder of Senior Subordinated Securities shall
otherwise be subject to the provisions of this Article X). Nothing contained in
this Section 10.06 shall limit the right of the holders of Senior Debt of the
Company to recover payments from Holders as contemplated by Section 10.02 or
10.03. The Trustee shall be entitled to rely on the delivery to it of a written
notice by a Person representing himself or itself to be a holder of any Senior
Debt of the Company (or a trustee on behalf of, or other representative of, such
holder) to establish that such notice has been given by a holder of such Senior
Debt or a trustee or representative on behalf of any such holder.

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

               SECTION 10.07 Reliance on Judicial Order or Certificate of
Liquidating Agent. Upon any payment or distribution of assets or securities
referred to in this Article X, the Trustee and the Holders of the Senior
Subordinated Securities shall be entitled to rely upon any order or decree made
by any court of competent jurisdiction in which bankruptcy, dissolution,
winding-up, liquidation or reorganization proceedings are pending, or upon a
certificate of the receiver, trustee in bankruptcy, or liquidating trustee,
delivered to the Trustee or to the Holders of the Senior Subordinated Securities
for the purpose of ascertaining the Persons entitled to participate in such
distribution, the holders of the Senior Debt of the Company and other
indebtedness of the Company, the amount thereof or payable thereon, the amount
or amounts paid or distributed thereon and all other facts pertinent thereto or
to this Article X.

               SECTION 10.08 Trustee's Relation to Senior Debt. The Trustee and
any Paying Agent shall be entitled to all the rights set forth in this Article X
with respect to any Senior Debt of the Company which may at any time be held by
it in its individual or any other capacity to the same extent as any other
holder of Senior Debt of the Company, and nothing in this Indenture shall
deprive the Trustee or any Paying Agent of any of its rights as such holder.

               With respect to the holders of Senior Debt of the Company, the
Trustee undertakes to perform or to observe only such of its covenants and
obligations as are specifically set forth in this Article X, and no implied
covenants or obligations with respect to the holders of Senior Debt of the
Company shall be read into this Indenture against the Trustee. The Trustee shall
not be deemed to owe any fiduciary duty to the holders of Senior Debt of the
Company (except as provided in Section 10.02 and Section 10.03(b), subject to
Section 10.06). The Trustee shall not be liable to any such holders if the
Trustee shall in good faith mistakenly pay over or distribute to Holders of
Senior Subordinated Securities or to the Company or to any other Person cash,
property or securities to which any holders of Senior Debt of the Company shall
be entitled by virtue of this Article X or otherwise.

               SECTION 10.09 Subordination Rights Not Impaired by Acts or
Omissions of the Company or Holders of Senior Debt. No right of any present or
future holders of any Senior Debt of the Company to enforce subordination as
provided herein shall at any time in any way be prejudiced or impaired by any
act or failure to act on the part of the Company or by any act or failure to
act, in good faith, by any such holder, or by any noncompliance by the Company
with the terms of this Indenture, regardless of any knowledge thereof which any
such holder may have or otherwise be charged with. The provisions of this
Article X are intended to be for the benefit of, and shall be enforceable
directly by, the holders of Senior Debt of the Company.

               SECTION 10.10. Holders Authorize Trustee To Effectuate
Subordination of Senior Subordinated Securities. Each Holder of Senior
Subordinated Securities by its acceptance of such Senior Subordinated Securities
authorizes and expressly directs the Trustee on his behalf to take such action
as may be necessary or appropriate to effectuate the subordination provided in
this Article X, and appoints the Trustee his attorney-in-fact for such purposes,
including, in the event of any dissolution, winding-up, total liquidation or
reorganization of the Company (whether in bankruptcy, insolvency, receivership,
reorganization or similar proceedings or upon an assignment for the benefit of
creditors or otherwise) tending towards liquidation of the business and assets
of the Company, the filing of a claim for the unpaid balance of its or his
Senior Subordinated Securities in the form required in those proceedings. If the
Trustee does not file a proper claim or proof of debt in the form required in
any proceeding referred to in Section 6.09 prior to 30 days before the
expiration of the time to file such claim or claims, then any of the holders of
the Senior Debt or their Representative is hereby authorized to file an
appropriate claim for and on behalf of the Holders of said Senior Subordinated
Securities. Nothing herein contained shall be deemed to authorize the Trustee or
the holders of Senior Debt or their Representative to authorize or consent to or
accept or adopt on behalf of any Holder any plan of reorganization, arrangement,
adjustment or composition affecting the Senior Subordinated Securities or the
rights of any Holder thereof, or to authorize the Trustee or the holders of
Senior Debt or their Representative to vote in respect of the claim of any
Holder in any such proceeding.

               SECTION 10.11. This Article Not To Prevent Events of Default. The
failure to make a payment on account of principal of or interest on the Senior
Subordinated Securities by reason of any provision of this Article X shall not
be construed as preventing the occurrence of an Event of Default specified in
clauses (a), (b) or (c) of Section 6.01.

               SECTION 10.12. Trustee's Compensation Not Prejudiced. Nothing in
this Article X shall apply to amounts due to the Trustee, in its capacity as
such, pursuant to other sections in this Indenture.


               SECTION 10.13. No Waiver of Subordination Provisions. Without in
any way limiting the generality of Section 10.09, the holders of Senior Debt of
the Company may, at any time and from time to time, without the consent of or
notice to the Trustee or the Holders of the Senior Subordinated Securities,
without incurring responsibility to the Holders of the Senior Subordinated
Securities and without impairing or releasing the subordination provided in this
Article X or the obligations hereunder of the Holders of the Senior Subordinated
Securities to the holders of Senior Debt of the Company, do any one or more of
the following: (a) change the manner, place or terms of payment or extend the
time of payment of, or renew or alter, such Senior Debt or any instrument
evidencing the same or any agreement under which such Senior Debt is outstanding
or secured; (b) sell, exchange, release or otherwise deal with any property
pledged, mortgaged or otherwise securing such Senior Debt; (c) release any
Person liable in any manner for the collection of such Senior Debt; and (d)
exercise or refrain from exercising any rights against the Company and any other
Person.

               SECTION 10.14 Subordination Provisions Not Applicable to Money
Held in Trust for Holders. All money and U.S. government obligations deposited
in trust with the Trustee pursuant to and in accordance with Article VIII shall
be for the sole benefit of the Holders and shall not be subject to this Article
X.


               SECTION 10.15 Amendments. As long as the Credit Agreement is
outstanding or any amounts are outstanding thereunder, the provisions of this
Article X (and the definitions used herein) shall not be amended or modified
without the written consent of the Representative under the Credit Agreement.


                                   ARTICLE XI

                              SUBSIDIARY GUARANTEES

               SECTION 11.01 Subsidiary Guarantees. Each Guarantor hereby
jointly and severally unconditionally and irrevocably guarantees as a primary
obligor and not merely as a surety, to each Holder and to the Trustee and its
successors and assigns (a) the full and punctual payment of principal of and
interest (including interest on overdue principal and interest on overdue
interest, to the extent lawful) on the Senior Subordinated Securities when due,
whether at maturity, by acceleration, by redemption or otherwise, and all other
monetary obligations of the Company under this Indenture (including obligations
to the Trustee) and the Senior Subordinated Securities and (b) the full and
punctual performance of all other obligations of the Company whether for
expenses, indemnification or otherwise under this Indenture and the Senior
Subordinated Securities (all of the foregoing being collectively called the
"Guaranteed Obligations"). Each Guarantor further agrees that the Guaranteed
Obligations may be extended or renewed, in whole or in part, without notice or
further assent from each such Guarantor, and that each such Guarantor shall
remain bound under this Article XI notwithstanding any extension or renewal of
any Guaranteed Obligation.

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

               The Subsidiary Guarantee of each Guarantor is, to the extent and
in the manner set forth in Article XII, subordinated and subject in right of
payment to the prior payment in full of all Guarantor Senior Debt and is made
subject to such provisions of this Indenture.

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

               The obligations of each Guarantor hereunder shall not be subject
to any reduction, limitation, impairment or termination for any reason,
including any claim of waiver, release, surrender, alteration or compromise, and
shall not be subject to any defense of setoff, counterclaim, recoupment or
termination whatsoever or by reason of the invalidity, illegality or
unenforceability of the Guaranteed Obligations or otherwise. Without limiting
the generality of the foregoing, the obligations of each Guarantor herein shall
not be discharged or impaired or otherwise affected by the failure of any Holder
or the Trustee to assert any claim or demand or to enforce any remedy under this
Indenture, the Senior Subordinated Securities or any other agreement, by any
waiver or modification of any thereof, by any default, failure or delay, willful
or otherwise, in the performance of the Guaranteed Obligations, or by any other
act or thing or omission or delay to do any other act or thing which may or
might in any manner or to any extent vary the risk of any Guarantor or would
otherwise operate as a discharge of any Guarantor as a matter of law or equity.

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

               In furtherance of the foregoing and not in limitation of any
other right which any Holder or the Trustee has at law or in equity against any
Guarantor by virtue hereof, upon the failure of the Company to pay the principal
of or interest on any Guaranteed Obligation when and as the same shall become
due, whether at maturity, by acceleration, by redemption or otherwise, or to
perform or comply with any other Guaranteed Obligation, each Guarantor hereby
promises to and shall, upon receipt of written demand by the Trustee, forthwith
pay, or cause to be paid, in U.S. Legal Tender, to the Holders or the Trustee an
amount equal to the sum of (i) the unpaid principal amount of such Guaranteed
Obligations, (ii) accrued and unpaid interest, premium and liquidated damages,
if any, on such Guaranteed Obligations (but only to the extent not prohibited by
law) and (iii) all other monetary Guaranteed Obligations of the Company to the
Holders and the Trustee.

               Each Guarantor agrees that it shall not be entitled to any right
of subrogation in relation to the Holders in respect of any Guaranteed
Obligations guaranteed hereby until payment in full of all Guaranteed
Obligations and all Guarantor Senior Debt as provided in Article XII. Each
Guarantor further agrees that, as between it, on the one hand, and the Holders
and the Trustee, on the other hand, (x) the maturity of the Guaranteed
Obligations guaranteed hereby may be accelerated as provided in Article VI for
the purposes of any Subsidiary Guarantee herein, notwithstanding any stay,
injunction or other prohibition preventing such acceleration in respect of the
Guaranteed Obligations guaranteed hereby, and (y) in the event of any
declaration of acceleration of such Guaranteed Obligations as provided in
Article VI, such Guaranteed Obligations (whether or not due and payable) shall
forthwith become due and payable by such Guarantor for the purposes of this
Section 11.01.

               Each Guarantor also agrees to pay any and all costs and expenses
(including reasonable attorneys' fees and expenses) Incurred by the Trustee or
any Holder in enforcing any rights under this Section.

               SECTION 11.02 Execution and Delivery of Subsidiary Guarantee. (a)
To evidence each Guarantor's Subsidiary Guarantee set forth in this Article XI,
each Guarantor hereby agrees that a notation of such Subsidiary Guarantee shall
be placed on each Senior Subordinated Security authenticated and delivered by
the Trustee.

               (b) This Indenture shall be executed on behalf of each Guarantor,
and an Officer of each Guarantor shall sign the notation of the Subsidiary
Guarantee on each Senior Subordinated Security, by manual or facsimile
signature. If an Officer whose signature is on this Indenture or the notation of
Subsidiary Guarantee on any Senior Subordinated Security no longer holds that
office at the time the Trustee authenticates such Senior Subordinated Security
on which the Subsidiary Guarantee is endorsed, the Subsidiary Guarantee shall be
valid nevertheless. Each Guarantor hereby agrees that the Subsidiary Guarantee
set forth in Section 11.01 hereof shall remain in full force and effect
notwithstanding any failure to endorse on each Senior Subordinated Security a
notation of the Subsidiary Guarantee.

               (c) The delivery of any Senior Subordinated Security by the
Trustee, after the authentication thereof hereunder, shall constitute due
delivery of the Subsidiary Guarantee set forth in this Indenture on behalf of
each Guarantor.

               SECTION 11.03 Limitation on Liability. Any term or provision of
this Indenture to the contrary notwithstanding, the maximum, aggregate amount of
the obligations guaranteed hereunder by any Guarantor shall not exceed the
maximum amount that can be guaranteed (after giving effect to all its guarantees
of Indebtedness under the Credit Agreement) without rendering this Indenture, as
it relates to any Guarantor, voidable under applicable law relating to
fraudulent conveyance or fraudulent transfer or similar laws affecting the
rights of creditors generally.

               SECTION 11.04 Successors and Assigns. This Article XI shall be
binding upon each Guarantor and its successors and assigns and shall inure to
the benefit of the successors and assigns of the Trustee and the Holders and, in
the event of any transfer or assignment of rights by any Holder or the Trustee,
the rights and privileges conferred upon that party in this Indenture and in the
Senior Subordinated Securities shall automatically extend to and be vested in
such transferee or assignee, all subject to the terms and conditions of this
Indenture.

               SECTION 11.05 No Waiver. Neither a failure nor a delay on the
part of either the Trustee or the Holders in exercising any right, power or
privilege under this Article XI shall operate as a waiver thereof, nor shall a
single or partial exercise thereof preclude any other or further exercise of any
right, power or privilege. The rights, remedies and benefits of the Trustee and
the Holders herein expressly specified are cumulative and not exclusive of any
other rights, remedies or benefits which either may have under this Article XI
at law, in equity, by statute or otherwise.

               SECTION 11.06 Release of Guarantors. The Subsidiary Guarantee
furnished by a Guarantor shall be automatically and unconditionally released and
discharged (at which time such Person shall cease to be a Guarantor), without
any further action required on the part of the Trustee or any Holder, upon the
occurrence of (i) the release and discharge of the guarantee which resulted in
the creation of such Subsidiary Guarantee (as well as the release or discharge
of any subsequently created guarantees which would have resulted in the creation
of such Subsidiary Guarantee if same did not already exist), in each case except
a discharge or release by or as a result of payment under such Subsidiary
Guarantee and (ii) any sale or other disposition (by merger, stock purchase,
asset sale or otherwise) to any Person which is not a Restricted Subsidiary of
the Company of all of the Company's and its other Restricted Subsidiaries'
Capital Stock in such Guarantor ((or all or substantially all of its assets);
PROVIDED that such sale or disposition of such Capital Stock or assets is
otherwise in compliance with the terms of this Indenture.

               SECTION 11.07 Modification. No modification, amendment or waiver
of any provision of this Article XI, nor the consent to any departure by any
Guarantor therefrom, shall in any event be effective unless the same shall be in
writing and signed by the Trustee, and then such waiver or consent shall be
effective only in the specific instance and for the purpose for which given. No
notice to or demand on any Guarantor in any case shall entitle such Guarantor to
any other or further notice or demand in the same, similar or other
circumstances.

                                   ARTICLE XII

                     SUBORDINATION OF SUBSIDIARY GUARANTEES

               SECTION 12.01 Subsidiary Guarantees Subordinated to Guarantor
Senior Debt. Each Guarantor covenants and agrees, and the Trustee and each
Holder of the Senior Subordinated Securities by their acceptance thereof
likewise covenant and agree, (i) that all Subsidiary Guarantees shall be issued
subject to the provisions of this Article XII; and each Person holding any
Subsidiary Guarantee, whether upon original issue or upon transfer, assignment
or exchange thereof, accepts and agrees that all payments of the principal of
and interest (including, without limitation, interest on overdue payments of
principal or interest) on or other amounts payable in respect of the Senior
Subordinated Securities or this Indenture pursuant to the Subsidiary Guarantee
made by or on behalf of such Guarantor shall, to the extent and in the manner
set forth in this Article XII, be subordinated and junior in right of payment to
the prior payment in full in cash or Cash Equivalents of all Obligations on
Guarantor Senior Debt of such Guarantor, whether outstanding on the Issue Date
or thereafter Incurred, including, without limitation, such Guarantor's
Obligations under the Credit Agreement, and (ii) that the subordination is for
the benefit of, and shall be enforceable directly by, the holders of Guarantor
Senior Debt, and that each holder of Guarantor Senior Debt whether now
outstanding or hereafter created, Incurred, assumed or guaranteed shall be
deemed to have acquired Guarantor Senior Debt in reliance upon the covenants and
provisions contained in this Indenture, the Senior Subordinated Securities, and
the Subsidiary Guarantees.

               SECTION 12.02 No Payment on Securities in Certain Circumstances.
Unless Section 12.03 shall be applicable, if any default occurs and is
continuing in the payment when due, whether at maturity, upon any redemption, by
acceleration or otherwise, of any principal of, interest on, unpaid drawings for
letters of credit issued in respect of, or regularly accruing fees with respect
to, any Designated Guarantor Senior Debt, no payment of any kind or character
shall be made by or on behalf of any Guarantor or any other Person on its behalf
with respect to any Obligations on the Subsidiary Guarantees of any Guarantor or
to acquire any of the Subsidiary Guarantees of any Guarantor for cash or
property or otherwise (except that holders of the Subsidiary Guarantees may
receive Defeasance Trust Payments from a trust described under Article VIII so
long as, on the date or dates the respective amounts were paid into the trust,
such payments were made with respect to the Subsidiary Guarantees in accordance
with the provisions of Article VIII and without violating the provisions of
Article X or Article XII of this Indenture).

               In addition, unless Section 12.03 shall be applicable, if any
other event of default occurs and is continuing with respect to any Designated
Guarantor Senior Debt, as such event of default is defined in the instrument
creating or evidencing such Designated Guarantor Senior Debt, permitting the
holders of such Designated Guarantor Senior Debt then outstanding to accelerate
the maturity thereof and if the Representative for the respective issue of
Designated Guarantor Senior Debt gives written notice of the event of default to
the Trustee (a "Guarantor Default Notice"), then, unless and until all events of
default have been cured or waived or have ceased to exist or the Trustee
receives notice from the Representative for the respective issue of Designated
Guarantor Senior Debt terminating the Guarantor Blockage Period, during the 180
days after the receipt by the Trustee of such Guarantor Default Notice (the
"Guarantor Blockage Period"), neither any Guarantor nor any other Person on
either of its behalf shall (x) make any payment of any kind or character with
respect to any Obligations on the Subsidiary Guarantees of such Guarantor or (y)
acquire any of the Senior Subordinated Securities for cash or property or
otherwise (except that holders of the Senior Subordinated Securities may receive
Defeasance Trust Payments).

               Notwithstanding anything herein to the contrary, in no event will
a Guarantor Blockage Period extend beyond 180 days after the receipt by the
Trustee of the Guarantor Default Notice and only one such Guarantor Blockage
Period may be commenced within any 360 consecutive days. No event of default
which existed or was continuing on the date of the commencement of any Guarantor
Blockage Period with respect to the Designated Guarantor Senior Debt shall be,
or be made, the basis for commencement of a second Guarantor Blockage Period by
the Representative of such Designated Guarantor Senior Debt whether or not
within a period of 360 consecutive days, unless such event of default shall have
been cured or waived for a period of not less than 90 consecutive days (it being
acknowledged that any subsequent action, or any breach of any financial
covenants for a period commencing after the date of commencement of such
Guarantor Blockage Period that, in either case, would give rise to an event of
default pursuant to any provisions under which an event of default previously
existed or was continuing shall constitute a new event of default for this
purpose).

               In the event that, notwithstanding the foregoing provisions of
this Section 12.02 prohibiting such payment or distribution, any payment or
distribution of assets or securities of any Guarantor of any kind or character,
whether in cash, property or securities (excluding any Defeasance Trust
Payment), shall be received by the Trustee or any Holder of Subsidiary
Guarantees at a time when such payment or distribution is prohibited by the
first two paragraphs of this Section 12.02 and before all Obligations in respect
of Designated Guarantor Senior Debt of such Guarantor are paid in full in cash
or Cash Equivalents, such payment or distribution shall be received and held in
trust for the benefit of, and shall be paid over or delivered to, the holders of
Designated Guarantor Senior Debt (PRO RATA to such holders on the basis of the
respective amounts of Designated Guarantor Senior Debt held by such holders) or
their representatives, or to the trustee or trustees or agent or agents under
any indenture pursuant to which any of such Designated Guarantor Senior Debt may
have been issued, as their respective interests may appear, for application to
the payment of such Designated Guarantor Senior Debt remaining unpaid until all
such Designated Guarantor Senior Debt has been paid in full in cash or Cash
Equivalents after giving effect to any prior or concurrent payment, distribution
or provision therefor to or for the holders of such Designated Guarantor Senior
Debt.

               SECTION 12.03 Payment Over of Proceeds upon Dissolution, etc. (a)
Upon any payment or distribution of assets of any Guarantor of any kind or
character, whether in cash, property or securities, to creditors upon any total
or partial liquidation, dissolution, winding up, reorganization, assignment for
the benefit of creditors or marshaling of assets of any Guarantor or in a
bankruptcy, reorganization, insolvency, receivership or other similar proceeding
relating to such Guarantor or its property, whether voluntary or involuntary,
all Obligations due or to become due upon all Guarantor Senior Debt (including
interest after the commencement of any such proceeding at the rate specified in
the applicable Guarantor Senior Debt whether or not such interest is an allowed
claim in such proceeding) shall first be paid in full in cash or Cash
Equivalents, or such payment duly provided for to the satisfaction of the
holders of Guarantor Senior Debt, before any payment or distribution of any kind
or character is made on account of any Obligations on the Subsidiary Guarantees,
or for the acquisition of any of the Senior Subordinated Securities for cash or
property or otherwise (except that Holders of the Senior Subordinated Securities
may receive Defeasance Trust Payments). Before any payment may be made by, or on
behalf of, any Guarantor of any Obligations on the Subsidiary Guarantees upon
any such dissolution or winding-up or total liquidation or reorganization, any
payment or distribution of assets or securities of such Guarantor of any kind or
character, whether in cash, property or securities (excluding any Defeasance
Trust Payment), to which the Holders of the Subsidiary Guarantees or the Trustee
on their behalf would be entitled, but for the subordination provisions of this
Indenture, shall be made by such Guarantor or by any receiver, trustee in
bankruptcy, liquidation trustee, agent or other Person making such payment or
distribution, directly to the holders of the Guarantor Senior Debt of such
Guarantor (PRO RATA to such holders on the basis of the respective amounts of
Guarantor Senior Debt held by such holders) or their Representatives or to the
trustee or trustees or agent or agents under any agreement or indenture pursuant
to which any of such Guarantor Senior Debt may have been issued, as their
respective interests may appear, to the extent necessary to pay all such
Guarantor Senior Debt in full in cash or Cash Equivalents after giving effect to
any prior or concurrent payment, distribution or provision therefor to or for
the holders of such Guarantor Senior Debt.

               (b) In the event that, notwithstanding the foregoing provision
prohibiting such payment or distribution, any payment or distribution of assets
or securities of any Guarantor of any kind or character, whether in cash,
property or securities (excluding any Defeasance Trust Payment), shall be
received by the Trustee or any Holder of Subsidiary Guarantees at a time when
such payment or distribution is prohibited by Section 12.03(a) and before all
Obligations in respect of Guarantor Senior Debt of such Guarantor are paid in
full in cash or Cash Equivalents, such payment or distribution shall be received
and held in trust for the benefit of, and shall be paid over or delivered to,
the holders of Guarantor Senior Debt of such Guarantor (PRO RATA to such holders
on the basis of the respective amounts of Senior Debt held by such holders) or
their representatives, or to the trustee or trustees or agent or agents under
any indenture pursuant to which any of such Guarantor Senior Debt may have been
issued, as their respective interests may appear, for application to the payment
of such Guarantor Senior Debt remaining unpaid until all such Guarantor Senior
Debt has been paid in full in cash or Cash Equivalents after giving effect to
any prior or concurrent payment, distribution or provision therefor to or for
the holders of such Guarantor Senior Debt.

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

               (d) The consolidation of any Guarantor with, or the merger of
such Guarantor with or into, another Person or the liquidation or dissolution of
such Guarantor following the conveyance or transfer of its property as an
entirety, or substantially as an entirety, to another Person upon the terms and
conditions provided in Article V shall not be deemed a dissolution, winding-up,
liquidation or reorganization for the purposes of this Section 12.03 if such
other Person shall, as a part of such consolidation, merger, conveyance or
transfer, comply with the conditions stated in Article V.

               SECTION 12.04 Subrogation. Upon the payment in full in cash or
Cash Equivalents of all Guarantor Senior Debt of any Guarantor, the Holders of
the Subsidiary Guarantees of such Guarantor shall be subrogated to the rights of
the holders of such Guarantor Senior Debt to receive payments or distributions
of cash, property or securities of such Guarantor made on such Guarantor Senior
Debt until the principal of and interest on the Senior Subordinated Securities
shall be paid in full in cash or Cash Equivalents; and, for the purposes of such
subrogation, no payments or distributions to the holders of the Guarantor Senior
Debt of such Guarantor of any cash, property or securities to which the Holders
of the Senior Subordinated Securities or the Trustee on their behalf would be
entitled except for the provisions of this Article XII, and no payment over
pursuant to the provisions of this Article XII to the holders of Guarantor
Senior Debt of such Guarantor by Holders of the Senior Subordinated Securities
or the Trustee on their behalf shall, as between such Guarantor, its creditors
other than holders of Guarantor Senior Debt of such Guarantor, and the Holders
of the Senior Subordinated Securities, be deemed to be a payment by such
Guarantor to or on account of the Guarantor Senior Debt of such Guarantor. It is
understood that the provisions of this Article XII are and are intended solely
for the purpose of defining the relative rights of the Holders of the Senior
Subordinated Securities, on the one hand, and the holders of the Guarantor
Senior Debt of such Guarantor, on the other hand.

               If any payment or distribution to which the Holders of the Senior
Subordinated Securities would otherwise have been entitled but for the
provisions of this Article XII shall have been applied, pursuant to the
provisions of this Article XII, to the payment of all amounts payable under
Guarantor Senior Debt, then and in such case, the Holders of the Senior
Subordinated Securities shall be entitled to receive from the holders of such
Guarantor Senior Debt any payments or distributions received by such holders of
Guarantor Senior Debt in excess of the amount required to make payment in full
in cash of such Guarantor Senior Debt.

               SECTION 12.05 Obligations of the Guarantors Unconditional.
Nothing contained in this Article XII or elsewhere in this Indenture, the Senior
Subordinated Securities or in the Subsidiary Guarantees is intended to or shall
impair, as among the Guarantors and the Holders of the Senior Subordinated
Securities, the obligation of the Guarantors, which is absolute and
unconditional, to pay to the Holders of the Subsidiary Guarantees the principal
of and interest on the Subsidiary Guarantees as and when the same shall become
due and payable in accordance with their terms, or is intended to or shall
affect the relative rights of the Holders of the Subsidiary Guarantees and
creditors of the Guarantors other than the holders of the Guarantor Senior Debt
of the Guarantors, nor shall anything herein or therein prevent the Holder of
any Senior Subordinated Security or the Trustee on their behalf from exercising
all remedies otherwise permitted by applicable law upon default under this
Indenture, subject to the rights, if any, under this Article XII of the holders
of the Guarantor Senior Debt of the Guarantors in respect of cash, property or
securities of the Guarantors received upon the exercise of any such remedy.

               Without limiting the generality of the foregoing, nothing
contained in this Article XII shall restrict the right of the Trustee or the
Holders of Subsidiary Guarantees to take any action to declare the Subsidiary
Guarantees to be due and payable prior to their stated maturity pursuant to
Section 6.02 or to pursue any rights or remedies hereunder; PROVIDED, HOWEVER,
that all Guarantor Senior Debt of the Guarantors then due and payable shall
first be paid in full in cash or Cash Equivalents before the Holders of the
Subsidiary Guarantees or the Trustee are entitled to receive any direct or
indirect payment from, or on behalf of, the Guarantors on account of any
Obligations on the Subsidiary Guarantees.

               SECTION 12.06 Notice to Trustee. Each Guarantor shall give prompt
written notice to the Trustee of any fact known to such Guarantor which would
prohibit the making of any payment to or by the Trustee in respect of the Senior
Subordinated Securities and the Subsidiary Guarantees pursuant to the provisions
of this Article XII (although the failure to give any such notice shall not
affect the subordination provisions set forth in this Article XII). The Trustee
shall not be charged with knowledge of the existence of any event of default
with respect to any Guarantor Senior Debt of any Guarantor or of any other facts
which would prohibit the making of any payment to or by the Trustee unless and
until the Trustee shall have received notice in writing at its Corporate Trust
Office to that effect signed by an Officer of any Guarantor, or by a holder of
Guarantor Senior Debt or trustee or agent therefor; and prior to the receipt of
any such written notice, the Trustee shall, subject to Article VII, be entitled
to assume that no such facts exist; PROVIDED, HOWEVER, that if the Trustee shall
not have received the notice provided for in this Section 12.06 at least two
Business Days prior to the date upon which by the terms of this Indenture any
moneys shall become payable for any purpose (including, without limitation, the
payment of the principal of or interest on any Subsidiary Guarantee), then,
regardless of anything herein to the contrary, the Trustee shall have full power
and authority to receive any moneys from the Guarantors and to apply the same to
the purpose for which they were received, and shall not be affected by any
notice to the contrary which may be received by it on or after such prior date
(although the receipt of such moneys by any Holder of Senior Subordinated
Securities shall otherwise be subject to the provisions of this Article XII).
Nothing contained in this Section 12.06 shall limit the right of the holders of
Guarantor Senior Debt of the Guarantors to recover payments from Holders as
contemplated by Section 12.02 or 12.03. The Trustee shall be entitled to rely on
the delivery to it of a written notice by a Person representing himself or
itself to be a holder of any Guarantor Senior Debt of any Guarantor (or a
trustee on behalf of, or other representative of, such holder) to establish that
such notice has been given by a holder of such Guarantor Senior Debt or a
trustee or representative on behalf of any such holder.

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

               SECTION 12.07 Reliance on Judicial Order or Certificate of
Liquidating Agent. Upon any payment or distribution of assets or securities
referred to in this Article XII, the Trustee and the Holders of the Senior
Subordinated Securities shall be entitled to rely upon any order or decree made
by any court of competent jurisdiction in which bankruptcy, dissolution,
winding-up, liquidation or reorganization proceedings are pending, or upon a
certificate of the receiver, trustee in bankruptcy or liquidating trustee,
delivered to the Trustee or to the Holders of the Senior Subordinated Securities
for the purpose of ascertaining the Persons entitled to participate in such
distribution, the holders of the Guarantor Senior Debt of the Guarantors and
other indebtedness of the Guarantors, the amount thereof or payable thereon, the
amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article XII.

               SECTION 12.08 Trustee's Relation to Guarantor Senior Debt. The
Trustee and any Paying Agent shall be entitled to all the rights set forth in
this Article XII with respect to any Guarantor Senior Debt of the Guarantors
which may at any time be held by it in its individual or any other capacity to
the same extent as any other holder of Guarantor Senior Debt of the Guarantors,
and nothing in this Indenture shall deprive the Trustee or any Paying Agent of
any of its rights as such holder.

               With respect to the holders of Guarantor Senior Debt of the
Guarantors, the Trustee undertakes to perform or to observe only such of its
covenants and obligations as are specifically set forth in this Article XII, and
no implied covenants or obligations with respect to the holders of Guarantor
Senior Debt of the Guarantors shall be read into this Indenture against the
Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Guarantor Senior Debt of the Guarantors (except as provided in
Section 12.02 and Section 12.03(b), subject to Section 12.06). The Trustee shall
not be liable to any such holders if the Trustee shall in good faith mistakenly
pay over or distribute to Holders of Senior Subordinated Securities or to the
Guarantors or to any other Person cash, property or securities to which any
holders of Guarantor Senior Debt of any Guarantor shall be entitled by virtue of
this Article XII or otherwise.

               SECTION 12.09 Subordination Rights Not Impaired by Acts or
Omissions of the Guarantors or Holders of Guarantor Senior Debt. No right of any
present or future holders of any Guarantor Senior Debt of any Guarantor to
enforce subordination as provided herein shall at any time in any way be
prejudiced or impaired by any act or failure to act on the part of any Guarantor
or by any act or failure to act, in good faith, by any such holder, or by any
noncompliance by any such Guarantor with the terms of this Indenture, regardless
of any knowledge thereof which any such holder may have or otherwise be charged
with. The provisions of this Article XII are intended to be for the benefit of,
and shall be enforceable directly by, the holders of Guarantor Senior Debt of
any such Guarantor.

               SECTION 12.10. Holders Authorize Trustee To Effectuate
Subordination of Subsidiary Guarantees. Each Holder of Senior Subordinated
Securities and Subsidiary Guarantees by its acceptance of them authorizes and
expressly directs the Trustee on his behalf to take such action as may be
necessary or appropriate to effectuate the subordination provided in this
Article XII, and appoints the Trustee his attorney-in-fact for such purposes,
including, in the event of any dissolution, winding-up, total liquidation or
reorganization of any Guarantor (whether in bankruptcy, insolvency,
receivership, reorganization or similar proceedings or upon an assignment for
the benefit of creditors or otherwise) tending towards liquidation of the
business and assets of any Guarantor, the filing of a claim for the unpaid
balance of its or his Senior Subordinated Securities in the form required in
those proceedings. If the Trustee does not file a proper claim or proof of debt
in the form required in any proceeding referred to in Section 6.09 prior to 30
days before the expiration of the time to file such claim or claims, then any of
the holders of the Guarantor Senior Debt or their Representative is hereby
authorized to file an appropriate claim for and on behalf of the Holders of said
Senior Subordinated Securities. Nothing herein contained shall be deemed to
authorize the Trustee or the holders of Guarantor Senior Debt or their
Representative to authorize or consent to or accept or adopt on behalf of any
Holder any plan of reorganization, arrangement, adjustment or composition
affecting the Senior Subordinated Securities, the Subsidiary Guarantees or the
rights of any Holder thereof, or to authorize the Trustee or the holders of
Guarantor Senior Debt or their Representative to vote in respect of the claim of
any Holder in any such proceeding.

               SECTION 12.11. This Article Not To Prevent Events of Default. The
failure to make a payment on account of principal of or interest on the Senior
Subordinated Securities by reason of any provision of this Article XII shall not
be construed as preventing the occurrence of an Event of Default specified in
clauses (a), (b) or (c) of Section 6.01.

               SECTION 12.12. Trustee's Compensation Not Prejudiced. Nothing in
this Article XII shall apply to amounts due to the Trustee, in its capacity as
such, pursuant to other sections in this Indenture.


               SECTION 12.13. No Waiver of Subordination Provisions. Without in
any way limiting the generality of Section 12.09, the holders of Guarantor
Senior Debt of any Guarantor may, at any time and from time to time, without the
consent of or notice to the Trustee or the Holders of the Senior Subordinated
Securities, without incurring responsibility to the Holders of the Senior
Subordinated Securities and without impairing or releasing the subordination
provided in this Article XII or the obligations hereunder of the Holders of the
Senior Subordinated Securities to the holders of Guarantor Senior Debt of any
Guarantor, do any one or more of the following: (a) change the manner, place or
terms of payment or extend the time of payment of, or renew or alter, such
Guarantor Senior Debt or any instrument evidencing the same or any agreement
under which such Guarantor Senior Debt is outstanding or secured; (b) sell,
exchange, release or otherwise deal with any property pledged, mortgaged or
otherwise securing such Guarantor Senior Debt; (c) release any Person liable in
any manner for the collection of such Guarantor Senior Debt; and (d) exercise or
refrain from exercising any rights against any Guarantor and any other Person.

               SECTION 12.14. Subordination Provisions Not Applicable to Money
Held in Trust for Holders. All money and U.S. government obligations deposited
in trust with the Trustee pursuant to and in accordance with Article VIII shall
be for the sole benefit of the Holders and shall not be subject to this Article
XII.

               SECTION 12.15 Amendments. As long as the Credit Agreement is
outstanding or any amounts are outstanding thereunder, the provisions of this
Article XII (and the definitions used herein) shall not be amended or modified
without the written consent of the Representative under the Credit Agreement.

                                  ARTICLE XIII

                                  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 in
writing and delivered in person, mailed by first-class mail, transmitted by
confirmed telecopy or sent by overnight courier, addressed as follows:

               if to the Company or any Guarantor:

               Cadmus Communications Corporation
               6620 West Broad Street
               Richmond, VA 23230
               Telephone:  (804) 287-5690
               Facsimile:  (804) 287-5683
               Attention:  Bruce V. Thomas, Chief Financial Officer

with a copy to:

               Hunton & Williams
               Riverfront Plaza, East Tower
               951 East Byrd Street
               Richmond, VA 23219-4074
               Telephone:  (804) 788-8464
               Facsimile:  (804) 788-8212
               Attention:  T. Justin Moore, III, Esq.

               if to the Trustee:

               Wilmington Trust Company
               Rodney Square North
               1100 North Market Street
               Wilmington, Delaware  19890-0001
               Telephone:  (302) 651-8681
               Facsimile:  (302) 651-8882
               Attention:  Corporate Trust Administration

               The Company or the Trustee by notice to the other may designate
additional or different addresses for subsequent notices or communications. Any
notice or communication to the Company or the Trustee shall be deemed to have
been given or made as of the date so delivered if personally delivered; five
calendar days after mailing if sent by registered or certified mail, postage
prepaid (except that a change of address shall not be deemed to have been given
until actually received by the addressee); when receipt acknowledged, if
telecopied; and the next Business Day after timely delivered to the courier, if
sent by overnight air courier guaranteeing next day delivery.

               Any notice or communication mailed to a Holder, including any
notice delivered in connection with Sections 310(b), 313(c), 314(a) and 315(b)
of the TIA shall be mailed to such Holder at such Holder's address as it appears
on the Security Register and shall be sufficiently given if so mailed within the
time prescribed.

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

               SECTION 13.03 Communication by Holders with Other Holders.
Holders may communicate pursuant to TIA ss. 312(b) with other Holders with
respect to their rights under this Indenture, the Subsidiary Guarantees or the
Senior Subordinated Securities. The Company, the Guarantors, the Trustee, the
Registrar and anyone else shall have the protection of TIA ss. 312(c).

               SECTION 13.04 Certificate and Opinion as to Conditions Precedent.
Upon any request or application by the Company or a Guarantor to the Trustee to
take or refrain from taking any action under this Indenture after the Issue
Date, at the request of the Trustee, the Company or such Guarantor, as the case
may be, shall furnish to the Trustee:

               (1) an Officers' Certificate in form and substance reasonably
        satisfactory to the Trustee (which shall include the statements set
        forth in Section 13.05) 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 (which shall include the statements set
        forth in Section 13.05) stating that, in the opinion of such counsel,
        all such conditions precedent have been complied with.

               To the extent applicable, the Company and the Guarantors shall
comply with the provisions of TIA ss. 314(c)(3).

               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 individual making such certificate or
        opinion has read such covenant or condition;

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

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

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

               SECTION 13.06 When Senior Subordinated Securities Disregarded. In
determining whether the Holders of the required principal amount of Senior
Subordinated Securities have concurred in any direction, waiver or consent,
Senior Subordinated Securities owned by the Company, the Guarantors or any of
their Affiliates 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 Senior Subordinated
Securities which the Trustee actually knows are so owned shall be so
disregarded.

               SECTION 13.07 Rules by Trustee, Paying Agent and Registrar. The
Trustee may make reasonable rules for action by or a meeting of Holders. 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 Delaware or the State of New York. 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. THIS INDENTURE, THE SUBSIDIARY
GUARANTEES, AND THE SENIOR SUBORDINATED SECURITIES SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT 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 Submission to Jurisdiction. The Company, each
Guarantor and each Holder of Senior Subordinated Securities, by its acceptance
thereof, consents to the jurisdiction of, and elects as the sole judicial forum
for the adjudication of any matters arising under or in connection with this
Indenture or the Senior Subordinated Securities, the courts of the County of New
York, State of New York, or of the United States of America for the Southern
District of New York.

               SECTION 13.11 No Recourse Against Others. A director, officer,
incorporator, employee, stockholder or Affiliate as such, of the Company or any
Guarantor shall not have any liability for any obligations of the Company or any
Guarantor under the Senior Subordinated Securities, the Subsidiary Guarantees or
this Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation. By accepting a Senior Subordinated Security, each
Holder waives and releases all such liability. The waiver and release shall be
part of the consideration for the issue of the Senior Subordinated Securities.

               SECTION 13.12 Successors. All agreements of the Company and each
Guarantor in this Indenture, the Senior Subordinated Securities and the
Subsidiary Guarantees, as the case may be, shall bind their respective
successors. All agreements of the Trustee in this Indenture shall bind its
successors.

               SECTION 13.13 Multiple Originals. The parties may sign any number
of copies of this Indenture. Each signed copy shall be an original, but all of
them together represent the same agreement.
One signed copy is enough to prove this Indenture.

               SECTION 13.14 Table of Contents; Headings. The table of contents,
cross-reference sheet and headings of the Articles and Sections of this
Indenture have been inserted for convenience of reference only, are not intended
to be considered a part hereof and shall not modify or restrict any of the terms
or provisions hereof.

               SECTION 13.15 Severability. In case any provision of this
Indenture, in the Senior Subordinated Securities or in a Subsidiary Guarantee
shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.



<PAGE>


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

                        CADMUS COMMUNICATIONS CORPORATION


                                    By: ________________________________________
                                        Name:  David E. Bosher
                                        Title:  Vice President and Treasurer


                                    WILMINGTON TRUST COMPANY,
                                      as Trustee


                                    By: ________________________________________
                                        Name:
                                        Title:

                                    GUARANTORS:

                                    CADMUS JOURNAL SERVICES, INC.


                                    By: ________________________________________
                                        Name:  David E. Bosher
                                        Title: Vice President and Treasurer


                                    WASHBURN GRAPHICS, INC.


                                    By: ________________________________________
                                        Name:  David E. Bosher
                                        Title: Vice President and Treasurer


                                    AMERICAN GRAPHICS, INC.


                                    By: ________________________________________
                                        Name:  David E. Bosher
                                        Title: Vice President and Treasurer

                                    EXPERT GRAPHICS, INC.


                                    By: ________________________________________
                                        Name:  David E. Bosher
                                        Title: Vice President and Treasurer


                                    CADMUS DIRECT MARKETING, INC.


                                    By: ________________________________________
                                        Name:  David E. Bosher
                                        Title:    Vice President and Treasurer


                                    THREE SCORE, INC.


                                    By: ________________________________________
                                        Name:  David E. Bosher
                                        Title: Vice President and Treasurer

                                    MACK PRINTING COMPANY


                                    By: ________________________________________
                                        Name:  David E. Bosher
                                        Title: Vice President and Treasurer



                                    PORT CITY PRESS, INC.


                                    By: ________________________________________
                                        Name:  David E. Bosher
                                        Title:    Vice President and Treasurer


                                    MACK PRINTING GROUP, INC.


                                    By: ________________________________________
                                        Name:  David E. Bosher
                                        Title:    Vice President and Treasurer

                                    SCIENCE CRAFTSMAN INCORPORATED


                                    By: ________________________________________
                                        Name:  David E. Bosher
                                        Title:    Vice President and Treasurer


<PAGE>


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                          Page
                                                                                          ----

<S>                                                                                         <C>
ARTICLE I  DEFINITIONS AND INCORPORATION BY REFERENCE........................................1

               SECTION 1.01        Definitions...............................................1
               SECTION 1.02        Other Definitions........................................28
               SECTION 1.03        Incorporation by Reference of Trust Indenture Act........28
               SECTION 1.04        Rules of Construction....................................29

ARTICLE II  THE SENIOR SUBORDINATED SECURITIES..............................................29

               SECTION 2.01        Form and Dating; Issuance................................29
               SECTION 2.02        Execution and Authentication.............................30
               SECTION 2.03        Registrar and Paying Agent...............................31
               SECTION 2.04        Paying Agent To Hold Money in Trust......................32
               SECTION 2.05        Senior Subordinated Securityholder Lists.................32
               SECTION 2.06        Registration of Transfer and Exchange....................32
               SECTION 2.07        Replacement Senior Subordinated Securities...............33
               SECTION 2.08        Outstanding Senior Subordinated Securities...............34
               SECTION 2.09        Temporary Senior Subordinated Securities.................34
               SECTION 2.10        Cancellation.............................................34
               SECTION 2.11        Defaulted Interest.......................................35
               SECTION 2.12        CUSIP Numbers............................................35
               SECTION 2.13        Book-Entry Provisions for Global Senior Subordinated
                                   Securities...............................................35
               SECTION 2.14        Special Transfer Provisions..............................36
               SECTION 2.15        Special Transfer Restrictions on Senior Subordinated
                                   Notes....................................................37


ARTICLE III  REDEMPTION.....................................................................37

               SECTION 3.01        Notices to Trustee.......................................37
               SECTION 3.02        Selection................................................37
               SECTION 3.03        Notice...................................................38
               SECTION 3.04        Effect of Notice of Redemption...........................39
               SECTION 3.05        Deposit of Redemption Price..............................39
               SECTION 3.06        Senior Subordinated Securities Redeemed in Part..........39
               SECTION 3.07        Optional Redemption......................................39
               SECTION 3.08        Mandatory Redemption.....................................40
               SECTION 3.09        Senior Subordinated Securities Acquired by the
                                   Company..................................................40

ARTICLE IV  COVENANTS.......................................................................40

               SECTION 4.01        Payment of Senior Subordinated Securities................40
               SECTION 4.02        Reports..................................................41
               SECTION 4.03        Incurrence of Indebtedness...............................41
               SECTION 4.04        Restricted Payments......................................41
               SECTION 4.05        Dividend and Other Payment Restrictions Affecting
                                   Subsidiaries.............................................43
               SECTION 4.06        Asset Sales..............................................44
               SECTION 4.07        Maximum Total Leverage Ratio.............................47
               SECTION 4.08        Transactions with Affiliates.............................47
               SECTION 4.09        Change of Control........................................48
               SECTION 4.10        Compliance Certificate...................................51
               SECTION 4.11        Maintenance of Properties and Insurance .................51
               SECTION 4.12        Limitation on Liens......................................52
               SECTION 4.13        Additional Subsidiary Guarantees.........................52
               SECTION 4.14        No Layering..............................................53
               SECTION 4.15        Capital Expenditures.....................................53
               SECTION 4.16        Conduct of Business......................................53
               SECTION 4.17        Environmental Matters....................................53
               SECTION 4.18        Environmental Release....................................53
               SECTION 4.19        Compliance with Laws.....................................53
               SECTION 4.20        Payment of Taxes and Other Claims........................54
               SECTION 4.21        Notice of Defaults.......................................54
               SECTION 4.22        Waiver of Stay, Extension or Usury Laws..................54
               SECTION 4.23        Limitation on Preferred Stock of Subsidiaries............54
               SECTION 4.24        Limitation on Restricted and Unrestricted
                                   Subsidiaries.............................................54
               SECTION 4.25        Maintenance of Office or Agency..........................56
               SECTION 4.26        Corporate Existence......................................56

ARTICLE V  SUCCESSOR COMPANY................................................................56

               SECTION 5.01        Merger, Consolidation or Sale of All or Substantially
                                   All Assets of the Company................................56
               SECTION 5.02        Merger or Consolidation of a Guarantor...................58

ARTICLE VI  DEFAULTS AND REMEDIES...........................................................58

               SECTION 6.01        Events of Default and Remedies...........................58
               SECTION 6.02        Acceleration.............................................60
               SECTION 6.03        Other Remedies...........................................61
               SECTION 6.04        Waiver of Past Defaults..................................61
               SECTION 6.05        Control by Majority......................................61
               SECTION 6.06        Limitation on Suits......................................62
               SECTION 6.07        Rights of Holders to Receive Payment.....................62
               SECTION 6.08        Collection Suit by Trustee...............................62
               SECTION 6.09        Trustee May File Proofs of Claim.........................62
               SECTION 6.10        Priorities...............................................63
               SECTION 6.11        Undertaking for Costs....................................63

ARTICLE VII  THE TRUSTEE....................................................................64

               SECTION 7.01        Duties of Trustee........................................64
               SECTION 7.02        Rights of Trustee........................................65
               SECTION 7.03        Individual Rights of Trustee.............................66
               SECTION 7.04        Trustee's Disclaimer.....................................66
               SECTION 7.05        Notice of Defaults.......................................66
               SECTION 7.06        Reports by Trustee to Holders............................66
               SECTION 7.07        Compensation and Indemnity...............................67
               SECTION 7.08        Replacement of Trustee...................................68
               SECTION 7.09        Successor Trustee by Merger..............................69
               SECTION 7.10        Eligibility; Disqualification............................69
               SECTION 7.11        Preferential Collection of Claims Against Company........69

ARTICLE VIII  DISCHARGE OF INDENTURE; DEFEASANCE............................................70

               SECTION 8.01        Legal Defeasance and Covenant Defeasance.................70
               SECTION 8.02        Conditions to Legal or Covenant Defeasance...............71
               SECTION 8.03        Deposited Money and Government Senior
                                   Subordinated Securities to be Held in Trust; Other
                                   Miscellaneous Provisions.................................72
               SECTION 8.04        Repayment to Company.....................................72
               SECTION 8.05        Reinstatement............................................72
               SECTION 8.06        Satisfaction and Discharge of Indenture..................73

ARTICLE IX  AMENDMENTS......................................................................74

               SECTION 9.01        Without Consent of Holders...............................74
               SECTION 9.02        With Consent of Holders..................................75
               SECTION 9.03        Compliance with Trust Indenture Act......................76
               SECTION 9.04        Revocation and Effect of Consents and Waivers............76
               SECTION 9.05        Notation on or Exchange of Senior Subordinated
                                   Securities...............................................76
               SECTION 9.06        Trustee To Sign Amendments...............................77
               SECTION 9.07        Payment for Consent......................................77

ARTICLE X  SUBORDINATION OF SENIOR SUBORDINATED SECURITIES..................................77

               SECTION 10.01       Senior Subordinated Securities Subordinated to Senior
                                   Debt.....................................................77
               SECTION 10.02       No Payment on Securities in Certain Circumstances........78
               SECTION 10.03       Payment Over of Proceeds upon Dissolution, etc...........79
               SECTION 10.04       Subrogation..............................................80
               SECTION 10.05       Obligations of the Company Unconditional ................81
               SECTION 10.06       Notice to Trustee........................................81
               SECTION 10.07       Reliance on Judicial Order or Certificate of Liquidating
                                   Agent....................................................82
               SECTION 10.08       Trustee's Relation to Senior Debt........................82
               SECTION 10.09       Subordination Rights Not Impaired by Acts or
                                   Omissions of the Company or Holders of Senior Debt.......83
               SECTION 10.10       Holders Authorize Trustee To Effectuate Subordination
                                   of Senior Subordinated Securities........................83
               SECTION 10.11       This Article Not To Prevent Events of Default............83
               SECTION 10.12       Trustee's Compensation Not Prejudiced....................83
               SECTION 10.13       No Waiver of Subordination Provisions....................83
               SECTION 10.14       Subordination Provisions Not Applicable to Money
                                   Held in Trust for Holders................................84
               SECTION 10.15       Amendments...............................................84

ARTICLE XI  SUBSIDIARY GUARANTEES...........................................................84

               SECTION 11.01       Subsidiary Guarantees....................................84
               SECTION 11.02       Execution and Delivery of Subsidiary Guarantee...........86
               SECTION 11.03       Limitation on Liability..................................86
               SECTION 11.04       Successors and Assigns...................................86
               SECTION 11.05       No Waiver................................................86
               SECTION 11.06       Release of Guarantors....................................86
               SECTION 11.07       Modification.............................................87

ARTICLE XII  SUBORDINATION OF SUBSIDIARY GUARANTEES.........................................87

               SECTION 12.01       Subsidiary Guarantees Subordinated to Guarantor
                                   Senior Debt..............................................87
               SECTION 12.02       No Payment on Securities in Certain Circumstances........89
               SECTION 12.03       Payment Over of Proceeds upon Dissolution, etc...........90
               SECTION 12.04       Subrogation..............................................91
               SECTION 12.05       Obligations of the Guarantors Unconditional..............91
               SECTION 12.06       Notice to Trustee........................................91
               SECTION 12.07       Reliance on Judicial Order or Certificate of Liquidating
                                   Agent....................................................92
               SECTION 12.08       Trustee's Relation to Guarantor Senior Debt..............92
               SECTION 12.09       Subordination Rights Not Impaired by Acts or
                                   Omissions of the Guarantors or Holders of Guarantor
                                   Senior Debt..............................................93
               SECTION 12.10       Holders Authorize Trustee To Effectuate Subordination
                                   of Subsidiary Guarantees.................................93
               SECTION 12.11       This Article Not To Prevent Events of Default............93
               SECTION 12.12       Trustee's Compensation Not Prejudiced....................93
               SECTION 12.13       No Waiver of Subordination Provisions....................93
               SECTION 12.14       Subordination Provisions Not Applicable to Money
                                   Held in Trust for Holders................................94
               SECTION 12.15       Amendments...............................................94

ARTICLE XIII  MISCELLANEOUS.................................................................94

               SECTION 13.01       Trust Indenture Act Controls.............................94
               SECTION 13.02       Notices..................................................94
               SECTION 13.03       Communication by Holders with Other Holders..............95
               SECTION 13.04       Certificate and Opinion as to Conditions Precedent.......95
               SECTION 13.05       Statements Required in Certificate or Opinion............96
               SECTION 13.06       When Senior Subordinated Securities Disregarded..........96
               SECTION 13.07       Rules by Trustee, Paying Agent and Registrar.............96
               SECTION 13.08       Legal Holidays...........................................96
               SECTION 13.09       GOVERNING LAW............................................97
               SECTION 13.10       Submission to Jurisdiction...............................97
               SECTION 13.11       No Recourse Against Others...............................97
               SECTION 13.12       Successors...............................................97
               SECTION 13.13       Multiple Originals.......................................97
               SECTION 13.14       Table of Contents; Headings..............................97
               SECTION 13.15       Severability.............................................97

EXHIBITS

        EXHIBIT A - Form Of Senior Subordinated Note
        EXHIBIT B - Form Of Rollover Note
        EXHIBIT C - Global Senior Subordinated Securities Legend
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