Exhibit 3.1(b)

                            CERTIFICATE OF CORRECTION

                                     TO THE

                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                      NORTH ATLANTIC TRADING COMPANY, INC.

                     North Atlantic Trading Company, Inc. (the "Corporation"), a
corporation   organized  and  existing  under  and  by  virtue  of  the  General
Corporation Law of the State of Delaware, DOES HEREBY CERTIFY as follows:

                     1. The name of the Corporation is North Atlantic Trading
Company, Inc.

                     2. The Restated Certificate of Incorporation of the
Corporation was filed with the Secretary of State of the State of Delaware
on February 19, 1998, and said Restated Certificate of Incorporation requires
correction as permitted by subsection (f) of Section 103 of the General
Corporation Law of the State of Delaware.

                     3. The inaccuracy or defect of said Restated Certificate of
Incorporation to be corrected is that the Restated Certificate of
Incorporation does not specifically include the Certificate of Designation of
the Powers, Preferences and Relative, Participating, Optional and Other Special
Rights of 12% Senior Exchange Payment-In-Kind Preferred Stock, and
Qualifications, Limitations and Restrictions Thereof filed with the Secretary of
State of the State of Delaware on July 22, 1997.

                     4. The Restated Certificate of Incorporation is corrected
to read in its entirety as set forth on Exhibit A hereto.


                     IN WITNESS WHEREOF, David I. Brunson, the President of the
Corporation has caused this Certificate of Correction to be executed as of the
28th day of June, 2002.


                                                    /s/ David I. Brunson
                                                    ---------------------------
                                                    David I. Brunson
                                                    President

<PAGE>
                                                                      EXHIBIT A
                                    RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF

                      NORTH ATLANTIC TRADING COMPANY, INC.

                                   ----------

                     North Atlantic Trading Company, Inc., a corporation
organized and existing under the laws of the State of Delaware, hereby certifies
as follows:

                     FIRST: The name of the corporation is North Atlantic
Trading Company, Inc. (the "Corporation"). The Corporation was originally
incorporated under the name "North Atlantic Trading Acquisition Company, Inc."
and the original Certificate of Incorporation of the Corporation was filed with
the Secretary of State of the State of Delaware on May 19, 1997.

                     SECOND: This Restated Certificate of Incorporation, which
restates and further amends the provisions of the Certificate of Incorporation,
was duly adopted by written consent of the Board of Directors and a majority of
the stockholders of the Corporation in accordance with the provisions of
Sections 228, 242 and 245 of the General Corporation Law of the State of
Delaware.

                     THIRD: The text of the Certificate of Incorporation as
heretofore amended or supplemented is hereby restated and further amended to
read in its entirety as follows:

                                    ARTICLE 1.

                                      NAME

                     The name of the corporation is North Atlantic Trading
Company, Inc. (the "Corporation").

                                   ARTICLE 2.

                                REGISTERED OFFICE

                     The address of the registered office of the Corporation in
the State of Delaware is 1209 Orange Street, City of Wilmington, County of New
Castle, State of Delaware 19801. The name of the registered agent of the
Corporation in the State of Delaware at such address is The Corporation Trust
Company.


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<PAGE>
                                   ARTICLE 3.

                                    PURPOSES

                     The purpose of the Corporation is to engage in any lawful
act or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware (the "DGCL").

                                   ARTICLE 4.

                                  CAPITAL STOCK

                     4.1 Total Authorization. The Corporation shall have
authority to issue Seven Million Five Hundred Thousand (7,500,000) shares of
capital stock which shall be divided into classes of voting common stock,
non-voting common stock and preferred stock as follows:

                     (a) Seven Hundred Fifty Thousand (750,000) shares of voting
common stock, par value $.01 per share ("Voting Common Stock").

                     (b) Seven Hundred Fifty Thousand (750,000) shares of
non-voting common stock, par value $.01 per share ("Non-Voting Common Stock";
and together with the Voting Common Stock, the "Common Stock").

                     (c) Six Million (6,000,000) shares of preferred stock, par
value $.01 per share ("Exchange Preferred Stock").

                     4.2 General Provisions. Except as otherwise required by
law, and except as provided in this Article 4 as to (i) the voting powers and
(ii) certain rights of conversion and the qualifications or restrictions
thereof, all shares of each class of Common Stock shall be of equal rank and
shall be identical in all respects. Except as otherwise provided by law, the
shares of stock of the Corporation, regardless of class, may be issued by the
Corporation from time to time in such amounts, for such consideration and for
such corporate purposes as the Board of Directors may from time to time
determine.

                     4.3 Voting Powers.

                     4.3.1 General. Subject to the provisions of applicable law
or of the By-laws with respect to the closing of the transfer books or the
fixing of a record date for the determination of stockholders entitled to vote,
and except as otherwise provided by law or by the resolution or resolutions
providing for the issue of any series of Exchange Preferred Stock, the holders
of outstanding shares of Voting Common Stock shall exclusively possess the
voting power for the election of directors and for all other purposes, each
holder of record of shares of Voting Common Stock being entitled to one vote for
each share of Voting Common Stock standing in his name on the books of the
Corporation.


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<PAGE>
                     4.3.2 Non-Voting Common Stock. The holders of Non-Voting
Common Stock shall not have or be entitled to any voting rights or powers,
either general or special, except as required by law.

                     4.3.3 Increase in Common Stock. The authorized number of
shares of any class of Common Stock may be increased or decreased (but not below
the number of shares then outstanding) upon the affirmative vote of the holders
of a majority in voting power of the outstanding Voting Common Stock entitled to
vote (irrespective of the provisions of Section 242(b)(2) of the DGCL (or any
successor provision thereto)) without the necessity for any separate class vote
thereon by the holders of any class of Common Stock.

                     4.3.4 Optional Conversion. Subject to and upon compliance
with the provisions of the second paragraph of this Section 4.3.4, shares of
Common Stock may be converted as follows: (i) upon sixty-one (61) days' prior
written notice to the Corporation, any holder of shares of Non-Voting Common
Stock may convert all or any portion of such shares into an equal number of
shares of Voting Common Stock and (ii) upon ten (10) days' prior written notice
to the Corporation, any holder of shares of Voting Common Stock may convert all
or any portion of such shares into an equal number of shares of Non-Voting
Common Stock (each such conversion pursuant to clause (i) or (ii) above being
referred to as, an "Optional Conversion).

                     Each Optional Conversion shall be effected by the surrender
of the certificate or certificates representing the shares to be converted
("Surrendered Shares") at the principal office of the Corporation (or such other
office or agency of the Corporation as the Corporation may designate by written
notice to the holders of Surrendered Shares) at any time during its usual
business hours, together with written notice by the holder of such Surrendered
Shares, stating that such holder desires to convert the Surrendered Shares, and
specifying a stated number of the shares represented by such certificate or
certificates as described in clause (i) or (ii) of the preceding paragraph of
this Section 4.3.4 that such holder desires to convert (for purposes of this
Section 4.3.4, such Surrendered Shares being converted are referred to as, the
"Issued Shares"). Such notice shall also state the name or names (with
addresses) and denominations in which the certificate or certificates for Issued
Shares are to be issued and shall include instructions for the delivery thereof.
Promptly after such surrender, receipt of such written notice and the expiration
of the applicable notice period under clause (i) or (ii) of the preceding
paragraph of this Section, the Corporation will issue and deliver in accordance
with the surrendering holder's instructions the certificate or certificates
evidencing the Issued Shares issuable upon such conversion, and the Corporation
will deliver to the converting holder a certificate (which shall contain such
legends as were set forth on the surrendered certificate or certificates)
representing any shares which were represented by the certificate or
certificates that were delivered to the Corporation in connection with such
conversion, but which were not converted. Such conversion, to the extent
permitted by law, shall be deemed to have been effected as of the close of
business on the date on which such certificate or certificates shall have been
surrendered and such notice shall have been received by the Corporation, and at
such time the rights of the holder of the Surrendered Shares as such holder


                                       4
<PAGE>
shall cease and the person or persons in whose name or names the certificate or
certificates representing the Issued Shares are to be issued upon such
conversion shall be deemed to have become the holder or holders of record of the
Issued Shares. Upon issuance of shares in accordance with this Section 4.3.4,
such Issued Shares shall be duly authorized, validly issued, fully paid and
non-assessable.

                     4.3.5 Reservation of Shares. The Corporation shall at all
times reserve and keep available out of its authorized but unissued shares of
Voting Common Stock and Non-Voting Common Stock, solely for the purpose of
issuance upon the conversion or re-conversion of shares of Voting Common Stock
and Non-Voting Common Stock, such number of shares of such class as are then
issuable upon the conversion of all outstanding shares of Voting Common Stock
and Non-Voting Common Stock.

                     4.3.6 Stock Splits; Adjustments. If the Corporation shall
in any manner subdivide (by stock split, stock dividend or otherwise) or combine
(by reverse stock split or otherwise) the outstanding shares of any class of
Common Stock, then the outstanding shares of all other classes of Common Stock
shall be subdivided or combined, as the case may be, to the same extent, share
and share alike, and effective provision shall be made for the protection of the
conversion rights hereunder.

                     In case of any reorganization, reclassification or change
of shares of any class of Common Stock (other than a change in par value or
from par to no par value as a result of a subdivision or combination), or in
case of any consolidation of the Corporation with one or more corporations or a
merger of the Corporation with another corporation (other than a consolidation
or merger in which the Corporation is the resulting or surviving corporation and
which does not result in any reclassification or change of outstanding shares of
any class of Common Stock), each holder of any shares of any class of Common
Stock shall have the right at any time thereafter, to convert such shares into
the kind and amount of shares of stock and other securities and properties
(including cash) receivable upon such reorganization, reclassification, change,
consolidation or merger by a holder of the number of shares of any class of
Common Stock, as the case may be, which might otherwise have been converted
immediately prior to such reorganization, reclassification, change consolidation
or merger.

                     4.3.7 No Charge. The issuance of a certificate for shares
of any class of Common Stock upon conversion of shares of any other class of
Common Stock shall be made without charge to the holders of such shares for any
issuance tax in respect thereof or other cost incurred by the Corporation in
connection with such conversion and the related issuance of shares of Common
Stock; provided, however, that the Corporation shall not be required to pay any
tax which may be payable in respect of any transfer involved in the issuance and
delivery to the holder of the Common Stock converted.

                     4.4 Exchange Preferred Stock. Shares of Exchange Preferred
Stock may be issued from time to time in one or more series of any number of
shares as may be determined from time to time by the Board of Directors,
provided that the aggregate number of shares issued and not cancelled of any and


                                       5
<PAGE>
all such series shall not exceed the total number of shares of Exchange
Preferred Stock authorized by this Certificate of Incorporation.

                     Each series of Exchange Preferred Stock shall be distinctly
designated. Except in respect of the particulars fixed for series by the
Board of Directors as permitted hereby, all shares shall be alike in every
particular, except that shares of any one series issued at different times may
differ as to the dates from which dividends thereon shall be cumulative. The
voting powers, if any, of each such series and the preferences and relative,
participating, optional and other special rights of each such series and the
qualifications, limitations and restrictions thereof, if any, may differ from
those of any and all other series at any time outstanding; and the Board of
Directors is hereby expressly granted authority to fix, in the resolution or
resolutions providing for the issue of a particular series of Exchange Preferred
Stock, the voting powers, if any, of each such series and the designations,
preferences and relative, participating, optional and other special rights of
each such series and the qualifications, limitations and restrictions thereof to
the full extent now or hereafter permitted by this Certificate of Incorporation
and the laws of the State of Delaware.

                     4.5 Senior Exchange Preferred Stock. Pursuant to authority
conferred by this Article 4 upon the Board of Directors of the Corporation, the
Board of Directors created a series of 6,000,000 shares of Exchange Preferred
Stock designated as 12% Senior Exchange Payment-in-Kind Preferred Stock (the
"Senior Exchange Preferred Stock") by filing a Certificate of Designation of the
Corporation with the Secretary of State of the State of Delaware on July 22,
1997, and the powers, designations, preferences and relative, participating,
optional and other special rights, and the qualifications, limitations and
restrictions thereof, of the Senior Exchange Preferred Stock of the Corporation
are as set forth in Annex 1 hereto and are incorporated herein by reference.

                                   ARTICLE 5.

                                     BY-LAWS

                     In furtherance and not in limitation of the powers
conferred by law, subject to any limitations contained elsewhere in this
Certificate of Incorporation, by-laws of the Corporation may be adopted, amended
or repealed by a majority of the Board of Directors of the Corporation, but any
by-laws adopted by the Board of Directors may be amended or repealed by the
stockholders entitled to vote thereon.

                                   ARTICLE 6.

                                 INDEMNIFICATION

                     6.1 Director's Liability. A director of the Corporation
shall not be personally liable either to the Corporation or to any stockholder
for monetary damages for breach of fiduciary duty as a director, except (i) for
any breach of the director's duty of loyalty to the Corporation or its
stockholders, or (ii) for acts or omissions which are not in good faith or which
involve intentional misconduct or knowing violation of the law, or (iii) for any


                                       6
<PAGE>
matter in respect of which such director shall be liable under Section 174 of
Title 8 of the DGCL or any amendment thereto or successor provision thereto, or
(iv) for any transaction from which the director shall have derived an improper
personal benefit. Neither amendment nor repeal of this Section 6.1 nor the
adoption of any provision of the Certificate of Incorporation inconsistent with
this Section 6.1 shall eliminate or reduce the effect of this Section 6.1 in
respect of any matter occurring, or any cause of action, suit or claim that, but
for this Section 5.1, would accrue or arise, prior to such amendment, repeal or
adoption of an inconsistent provision.

                     6.2 Corporation's Power to Indemnify. The Corporation shall
have the power to indemnify any person who was or is a party or is threatened to
be made a party to, or testifies in, any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative in nature, by reason of the fact that such person is or was a
director, officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, employee benefit plan, trust or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by such person
in connection with such action, suit or proceeding to the full extent permitted
by law, and the Corporation may adopt By-laws or enter into agreements with any
such person for the purpose of providing for such indemnification.












                                       7
<PAGE>
                                                                       ANNEX 1

                    CERTIFICATE OF DESIGNATION OF THE POWERS,
                    PREFERENCES AND RELATIVE, PARTICIPATING,

                    OPTIONAL AND OTHER SPECIAL RIGHTS OF 12%

                SENIOR EXCHANGE PAYMENT-IN-KIND PREFERRED STOCK,

            AND QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS THEREOF

                         Pursuant to Section 151 of the

                General Corporation Law of the State of Delaware

                     North Atlantic Trading Company, Inc. (the "Corporation"), a
corporation organized and existing under the General Corporation Law of the
State of Delaware, does hereby certify that, pursuant to authority conferred
upon the board of directors of the Corporation (the "Board of Directors") by its
Certificate of Incorporation, as amended (hereinafter referred to as the
"Certificate of Incorporation"), and pursuant to the provisions of Section 151
of the General Corporation Law of the State of Delaware, said Board of
Directors, duly approved and adopted the following resolution (the
"Resolution"):

                               RESOLVED, that, pursuant to the authority vested
                     in the Board of Directors by its Certificate of
                     Incorporation, the Board of Directors does hereby create,
                     authorize and provide for the issuance of 12% Senior
                     Exchange Payment-In-Kind Preferred Stock, par value $.01
                     per share, with a stated value of $25.00 per share,
                     consisting of 6,000,000 shares, having the designations,
                     preferences, relative, participating, optional and other
                     special rights and the qualifications, limitations and
                     restrictions thereof that are set forth in the Certificate
                     of Incorporation and in this Resolution as follows:

                     (a) Designation. There is hereby created out of the
authorized and unissued shares of the Corporation's class of Exchange
Preferred Stock (as defined in the Certificate of Incorporation) a series of
Preferred Stock designated as the "12% Senior Exchange Payment-In-Kind Preferred
Stock." The number of shares constituting such series shall be 6,000,000 and are
referred to herein as the "Senior Exchange Preferred Stock." Such number of
shares of Senior Exchange Preferred Stock as may be necessary to be publicly
offered in exchange for the Senior Preferred Stock as contemplated by the
Registration Rights Agreement shall be initially issued with the additional
shares reserved for issuance in accordance with paragraph (c)(i) hereof.

                     (b) Rank. The Senior Exchange Preferred Stock shall, with
respect to dividends and distributions upon liquidation, winding-up
and dissolution of the Corporation, rank senior to all classes of Common Stock
of the Corporation and to each other class of Capital Stock of the Corporation
or series of Preferred Stock of the Corporation hereafter created other than as


                                       8
<PAGE>
permitted in the following sentence (collectively, referred to as "Junior
Stock"). The Corporation may not issue any class or series of Capital Stock that
ranks (x) on a parity with the Senior Exchange Preferred Stock as to dividends
and distributions upon liquidation, winding-up and dissolution (collectively,
referred to as "Parity Stock") that was not approved by the Holders in
accordance with paragraph (f)(ii)(A) hereof (to the extent such approval is
required) or (y) senior to the Senior Exchange Preferred Stock as to dividends
and distributions upon liquidation, winding-up and dissolution of the
Corporation (collectively referred to as "Senior Stock") that was not approved
by the Holders in accordance with paragraph (f)(ii)(B) hereof.

                     (c) Dividends.

                               (i) Beginning on the Issue Date, the Holders of
                     the outstanding shares of Senior Exchange Preferred Stock
                     shall be entitled to receive, when, as and if declared by
                     the Board of Directors, out of funds legally available
                     therefor, dividends (the "Regular Dividends") on each share
                     of Senior Exchange Preferred Stock, at a rate per annum
                     equal to 12% of the liquidation preference per share of the
                     Senior Exchange Preferred Stock, payable quarterly;
                     provided that so long as a Triggering Event shall have
                     occurred and be continuing, additional dividends will
                     accumulate on the Senior Exchange Preferred Stock at a rate
                     per annum of 2% of the liquidation preference per share of
                     the Senior Exchange Preferred Stock, payable quarterly; and
                     provided further, that the Regular Dividend rate per annum
                     is subject to increase as provided for in clause (vi)
                     below. All Regular Dividends shall be cumulative, whether
                     or not earned or declared, on a daily basis from the date
                     of issuance of the Senior Exchange Preferred Stock and
                     shall be payable quarterly in arrears on each Regular
                     Dividend Payment Date, commencing on the first Regular
                     Dividend Payment Date after the Issue Date. Regular
                     Dividends (including Additional Dividends, if any)
                     accumulating on or prior to June 15, 2002 may be paid, at
                     the Corporation's option, either in cash or by the issuance
                     of additional shares of Senior Exchange Preferred Stock
                     (including fractional shares) having an aggregate
                     liquidation preference equal to the amount of such Regular
                     Dividends (but not less than $1.00). In the event that on
                     or prior to June 15, 2002 Regular Dividends are declared
                     and paid through the issuance of additional shares of
                     Senior Exchange Preferred Stock as provided in the previous
                     sentence, such Regular Dividends shall be deemed paid in
                     full and shall not accumulate. Regular Dividends
                     accumulating after June 15, 2002 must be paid in cash. Each
                     Regular Dividend shall be payable, out of funds legally
                     available therefor, to the Holders of record as they appear
                     on the stock books of the Corporation on the Regular
                     Dividend Record Date immediately preceding the related
                     Regular Dividend Payment Date.


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<PAGE>
                               (ii) All Regular Dividends paid with respect to
                     shares of the Senior Exchange Preferred Stock pursuant to
                     paragraph (c)(i) shall be paid pro rata to the Holders
                     entitled thereto.

                               (iii) Regular Dividends accruing after June 15,
                     2002 on the Senior Exchange Preferred Stock for any past
                     Dividend Period and Regular Dividends in connection with
                     any optional redemption pursuant to paragraph (e)(i) may be
                     declared and paid at any time, without reference to any
                     Regular Dividend Payment Date, to Holders of record on such
                     date, not more than forty-five (45) days prior to the
                     payment thereof, as may be fixed by the Board of Directors
                     of the Corporation.

                               (iv) So long as any share of the Senior Exchange
                     Preferred Stock is outstanding, the Corporation shall not
                     declare, pay or set apart for payment any dividend on any
                     Junior Stock or Parity Stock or make any payment on account
                     of, or set apart for payment money for a sinking or other
                     similar fund for, the purchase, redemption or other
                     retirement of, any Junior Stock or Parity Stock or any
                     warrants, rights, calls or options exercisable for or
                     convertible into any Junior Stock or Parity Stock whether
                     in cash, obligations or shares of the Corporation or other
                     property, and shall not permit any corporation or other
                     entity directly or indirectly controlled by the Corporation
                     to purchase or redeem any Junior Stock or Parity Stock or
                     any such warrants, rights, calls or options unless full
                     cumulative dividends determined in accordance herewith on
                     the Senior Exchange Preferred Stock have been paid (or are
                     deemed paid) in full.

                               (v) Regular Dividends payable on the Senior
                     Exchange Preferred Stock for any period less than a year
                     shall be computed on the basis of a 360-day year of twelve
                     30-day months and the actual number of days elapsed in the
                     period for which payable. The amount of Additional
                     Dividends will be determined consistent with the preceding
                     sentence and by multiplying the applicable Additional
                     Dividends by a fraction, the numerator of which is the
                     number of days (not to exceed 90) such rate was applicable
                     during any Dividend Period and the denominator of which is
                     360.

                               (vi) Additional Dividends shall become due and
                     payable with respect to the Senior Exchange Preferred Stock
                     as set forth in the Registration Rights Agreement.

                     (d)       Liquidation Preference.

                               (i) The liquidation preference of the Senior
                     Exchange Preferred Stock shall be $25.00 per share. In the
                     event of any voluntary or involuntary liquidation,
                     dissolution or winding up of the affairs of the
                     Corporation, the Holders of shares of Senior Exchange
                     Preferred Stock then outstanding shall be entitled to be


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                     paid out of the assets of the Corporation available for
                     distribution to its stockholders an amount in cash equal to
                     the liquidation preference for each share outstanding,
                     plus, without duplication, (x) an amount in cash equal to
                     accumulated and unpaid Regular Dividends and Additional
                     Dividends thereon to the date fixed for liquidation,
                     dissolution or winding up (including an amount equal to a
                     prorated Regular Dividend for the period from the last
                     Dividend Payment Date to the date fixed for liquidation,
                     dissolution or winding up) before any distribution is made
                     on Junior Stock. Except as provided in the preceding
                     sentence, Holders of Senior Exchange Preferred Stock shall
                     not be entitled to any distribution in the event of any
                     liquidation, dissolution or winding up of the affairs of
                     the Corporation. If the assets of the Corporation are not
                     sufficient to pay in full the liquidation payments payable
                     to the Holders of outstanding shares of the Senior Exchange
                     Preferred Stock and all Parity Stock, then the holders of
                     all such shares shall share equally and ratably in such
                     distribution of assets in proportion to the full
                     liquidation preference to which each is entitled until such
                     preferences are paid in full, and then in proportion to
                     their respective amounts of accumulated but unpaid
                     dividends.

                               (ii) For the purposes of this paragraph (d),
                     neither the sale, conveyance, exchange or transfer (for
                     cash, shares of stock, securities or other consideration)
                     of all or substantially all of the property or assets of
                     the Corporation nor the consolidation or merger of the
                     Corporation with or into one or more entities shall be
                     deemed to be a liquidation, dissolution or winding up of
                     the affairs of the Corporation.

                     (e) Redemption.

                               (i) Optional Redemption. Up to 35% of the
                     aggregate liquidation value of the Senior Exchange
                     Preferred Stock will be redeemable, at the Corporation's
                     option, at any time or in part from time to time, on or
                     prior to June 15, 2000 out of the Net Cash Proceeds of one
                     or more Equity Offerings by the Corporation so long as
                     there is a Public Market at the time of such redemption, at
                     a redemption price equal to 112% of the liquidation
                     preference thereof, plus, without duplication, an amount in
                     cash equal to all accumulated and unpaid dividends
                     (including but not limited to an amount in cash equal to a
                     prorated dividend for the period from the immediately
                     preceding Dividend Payment Date to the redemption date).
                     After June 15, 2000 and prior to June 15, 2002, the Senior
                     Exchange Preferred Stock is not redeemable. On or after
                     June 15, 2002, the Senior Exchange Preferred Stock will be
                     redeemable, at the Corporation's option, in whole at any
                     time or in part from time to time, at the following
                     redemption prices (expressed as a percentage of liquidation
                     preference) if redeemed during the twelve-month period
                     commencing on June 15 of the applicable year set forth
                     below plus, without duplication, an amount in cash equal to
                     all accumulated and unpaid dividends (including, but not
                     limited, to an amount in cash equal to a prorated dividend


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                     for the period from the immediately preceding dividend
                     payment date to the Redemption Date):

                 Year                     Percentage
                 ----                     ----------

                 2002                     106.000%
                 2003                     104.000%
                 2004                     102.000%
          2005 and thereafter             100.000%

                     (ii) Mandatory Redemption. The Senior Exchange Preferred
                 Stock will be subject to mandatory redemption, subject to
                 contractual and other restrictions with respect thereto and to
                 the legal availability of funds therefor, in the manner
                 provided in paragraph (e)(iii) hereof, in whole on June 15,
                 2007 at a redemption price equal to the liquidation preference
                 thereof, plus, without duplication, all accumulated and unpaid
                 dividends to the date of redemption.

                     (iii) Procedures for Redemption. (A) At least thirty (30)
                 days and not more than sixty (60) days prior to the date fixed
                 for any redemption of the Senior Exchange Preferred Stock,
                 written notice (the "Redemption Notice") shall be given by
                 first class mail, postage prepaid, to each Holder of record on
                 the record date fixed for such redemption of the Senior
                 Exchange Preferred Stock at such Holder's address as it appears
                 on the stock books of the Corporation, provided that no failure
                 to give such notice nor any deficiency therein shall affect the
                 validity of the procedure for the redemption of any shares of
                 Senior Exchange Preferred Stock to be redeemed except as to the
                 Holder or Holders to whom the Corporation has failed to give
                 said notice or except as to the Holder or Holders whose notice
                 was defective. The Redemption Notice shall state:

                             (1) whether the redemption is pursuant to
                 paragraph (e)(i) or (e)(ii) hereof;

                             (2) the redemption price;

                             (3) whether all or less than all the outstanding
                 shares of the Senior Exchange Preferred Stock are to be
                 redeemed and the total number of shares of the Senior Exchange
                 Preferred Stock being redeemed;

                             (4) the date fixed for redemption;

                             (5) that the Holder is to surrender to the
                 Corporation, in the manner, at the place or places and at the
                 price designated, his certificate or certificates representing
                 the shares of Senior Exchange Preferred Stock to be redeemed;
                 and

                             (6) that dividends on the shares of the Senior
                 Exchange Preferred Stock to be redeemed shall cease to


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<PAGE>
                 accumulate on such Redemption Date unless the Corporation
                 defaults in the payment of the redemption price.

                               (B) Each Holder of Senior Exchange Preferred
                     Stock shall surrender the certificate or certificates
                     representing such shares of Senior Exchange Preferred Stock
                     to the Corporation, duly endorsed (or otherwise in proper
                     form for transfer, as determined by the Corporation), in
                     the manner and at the place designated in the Redemption
                     Notice, and on the Redemption Date the full redemption
                     price for such shares shall be payable in cash to the
                     Person whose name appears on such certificate or
                     certificates as the owner thereof, and each surrendered
                     certificate shall be canceled and retired. In the event
                     that less than all of the shares represented by any such
                     certificate are redeemed, a new certificate shall be issued
                     representing the unredeemed shares.

                               (C) On and after the Redemption Date, unless the
                     Corporation defaults in the payment in full of the
                     applicable redemption price, dividends on the Senior
                     Exchange Preferred Stock called for redemption shall cease
                     to accumulate on the Redemption Date, and all rights of the
                     Holders of redeemed shares shall terminate with respect
                     thereto on the Redemption Date, other than the right to
                     receive the redemption price; provided, however, that if a
                     notice of redemption shall have been given as provided in
                     paragraph (iii)(A) above and the funds necessary for
                     redemption (including an amount in cash in respect of all
                     dividends that will accumulate to the Redemption Date)
                     shall have been irrevocably deposited in trust for the
                     equal and ratable benefit of the Holders of the shares to
                     be redeemed, then, at the close of business on the day on
                     which such funds are segregated and set aside, the Holders
                     of the shares to be redeemed shall cease to be stockholders
                     of the Corporation and shall be entitled only to receive
                     the redemption price.

                     (f) Voting Rights.

                               (i) The Holders of Senior Exchange Preferred
                     Stock, except as otherwise required under Delaware law or
                     as set forth in paragraphs (ii), (iii) and (iv) below,
                     shall not be entitled or permitted to vote on any matter
                     required or permitted to be voted upon by the stockholders
                     of the Corporation.

                               (ii) (A) So long as any shares of the Senior
                     Exchange Preferred Stock are outstanding, the Corporation
                     shall not authorize or issue any class of Parity Stock
                     without the affirmative vote or consent of Holders of at
                     least a majority of the then outstanding shares of Senior
                     Exchange Preferred Stock and Senior Preferred Stock, voting
                     or consenting, as the case may be, as one class, given in
                     person or by proxy, either in writing or by resolution
                     adopted at an annual or special meeting; provided, however,
                     that no such vote or consent shall be necessary in


                                       13
<PAGE>
                     connection with (i) issuance of additional shares of Senior
                     Exchange Preferred Stock pursuant to the provisions of
                     paragraph (c) of this Certificate of Designation, or
                     pursuant to the provisions of paragraph (c) of the
                     certificate of designation governing the Senior Preferred
                     Stock; and provided further, however, that the Corporation
                     may issue Parity Stock if after giving effect to such
                     issuance the Consolidated Coverage Ratio is greater than
                     1.7 to 1.

                               (B) So long as any shares of the Senior Exchange
                     Preferred Stock are outstanding, the Corporation shall not
                     authorize or issue any class of Senior Stock without the
                     affirmative vote or consent of Holders of at least a
                     majority of the outstanding shares of Senior Exchange
                     Preferred Stock and Senior Preferred Stock, voting or
                     consenting, as the case may be, as one class, given in
                     person or by proxy, either in writing or by resolution
                     adopted at an annual or special meeting.

                               (C) So long as any shares of the Senior Exchange
                     Preferred Stock are outstanding, the Corporation shall not
                     amend this Certificate of Designation so as to affect
                     adversely the specified rights, preferences, privileges or
                     voting rights of holders of shares of Senior Exchange
                     Preferred Stock without the affirmative vote or consent of
                     Holders of at least a majority of the issued and
                     outstanding shares of (x) Senior Exchange Preferred Stock
                     and Senior Preferred Stock, voting or consenting, as the
                     case may be, as one class, given in person or by proxy,
                     either in writing or by resolution adopted at an annual or
                     special meeting, if a corresponding amendment is to be made
                     to the certificate of designation governing the Senior
                     Preferred Stock which amendment, together with such
                     amendment to this Certificate of Designation, affects the
                     Senior Exchange Preferred Stock and Senior Preferred Stock
                     identically in all material respects (a "Corresponding
                     Amendment") or (y) Senior Exchange Preferred Stock, voting
                     or consenting, as the case may be, as one class, given in
                     person or by proxy, either in writing or by resolution
                     adopted at an annual or special meeting, if such amendment
                     is not a Corresponding Amendment.

                               Notwithstanding the foregoing clauses (B) and
                     (C), any Restricted Subsidiary of the Corporation may
                     consolidate with, merge into or transfer all or part of its
                     properties and assets to the Corporation.

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


                                       14
<PAGE>
                               (iii) (A) If (i) after June 15, 2002, dividends
                     on the Senior Exchange Preferred Stock required to be paid
                     in cash are in arrears and unpaid or (ii) the Corporation
                     fails to redeem the Senior Exchange Preferred Stock on or
                     before March 15, 2007 or fails to discharge any redemption
                     obligation with respect to the Senior Exchange Preferred
                     Stock or (iii) the Corporation fails to make a Change of
                     Control Offer if such an offer is required by the
                     provisions set forth under paragraph (h)(i) hereof or fails
                     to purchase shares of Senior Exchange Preferred Stock from
                     holders who elect to have such shares purchased pursuant to
                     the Change of Control Offer or (iv) a breach or violation
                     of any of the provisions described under paragraph (l)
                     hereof occurs and the breach or violation continues for a
                     period of 60 days or more after the Corporation receives
                     notice thereof specifying the default from the holders of
                     at least 25% of the shares of Senior Exchange Preferred
                     Stock and Senior Preferred Stock then outstanding or (v)
                     the Corporation fails to pay at the final Stated Maturity
                     (giving effect to any extensions thereof) the principal
                     amount of any Indebtedness of the Corporation or any
                     Restricted Subsidiary of the Corporation, or the final
                     Stated Maturity of any such Indebtedness is accelerated, if
                     the aggregate principal amount of such Indebtedness,
                     together with the aggregate principal amount of any other
                     such Indebtedness in default for failure to pay principal
                     at the final Stated Maturity giving effect to any
                     extensions thereof) or which has been accelerated,
                     aggregates $5,000,000 or more at any time, in each case,
                     after a 20-day period during which such default shall not
                     have been cured or such acceleration rescinded, then the
                     number of directors constituting the board of directors of
                     the Corporation will be adjusted to permit the holders of a
                     majority of the then outstanding shares of Senior Exchange
                     Preferred Stock and Senior Preferred Stock, voting together
                     and as a class, to elect two directors to the Board of
                     Directors of the Corporation. Such voting rights will
                     continue until such time as, in the case of a dividend
                     default, all accumulated and unpaid dividends on the Senior
                     Exchange Preferred Stock are paid in full in cash and, in
                     all other cases, any failure, breach or default giving rise
                     to such voting rights is remedied, cured or waived by the
                     holders of at least a majority of the shares of Senior
                     Exchange Preferred Stock and Senior Preferred Stock then
                     outstanding, at which time the term of any directors
                     elected pursuant to the provisions of this paragraph shall
                     terminate. Each such event described in clauses (i) through
                     (v) above is referred to herein as a "Triggering Event."

                               (B) The right of the Holders of Senior Exchange
                     Preferred Stock and Senior Preferred Stock voting together
                     as a separate class to elect members of the Board of
                     Directors as set forth in subparagraph (f)(iii)(A) above
                     shall continue until such time as (x) in the event such
                     right arises due to a failure to pay a dividend, all
                     accumulated dividends that are in arrears on the Senior
                     Exchange Preferred Stock and Senior Preferred Stock are
                     paid in full in cash; and (y) in all other cases, the
                     failure, breach or default giving rise to such Triggering
                     Event is remedied, cured or waived by the holders of at


                                       15
<PAGE>
                     least a majority of the shares of Senior Exchange Preferred
                     Stock and Senior Preferred Stock then outstanding, at which
                     time (1) the special right of the Holders of Senior
                     Exchange Preferred Stock and Senior Preferred Stock so to
                     vote as a class for the election of directors and (2) the
                     term of office of the directors elected by the Holders of
                     the Senior Exchange Preferred Stock and Senior Preferred
                     Stock shall each terminate and the directors elected by the
                     holders of Common Stock or Capital Stock (other than the
                     Senior Exchange Preferred Stock and Senior Preferred Stock)
                     shall constitute the entire Board of Directors. At any time
                     after voting power to elect directors shall have become
                     vested and be continuing in the Holders of Senior Exchange
                     Preferred Stock and Senior Preferred Stock pursuant to
                     paragraph (f)(iii) hereof, or if vacancies shall exist in
                     the offices of directors elected by the Holders of Senior
                     Exchange Preferred Stock and Senior Stock, a proper officer
                     of the Corporation may, and upon the written request of the
                     Holders of record of at least twenty-five percent (25%) of
                     the shares of Senior Exchange Preferred Stock and Senior
                     Preferred Stock then outstanding addressed to the secretary
                     of the Corporation shall, call a special meeting of the
                     Holders of the Senior Exchange Preferred Stock and Senior
                     Preferred Stock, for the purpose of electing directors
                     which such Holders are entitle to elect. If such meeting
                     shall not be called by a proper officer of the Corporation
                     within twenty (20) days after personal service of said
                     written request upon the secretary of the Corporation, or
                     within twenty (20) days after mailing the same within the
                     United States by certified mail, addressed to the secretary
                     of the Corporation at its principal executive offices, then
                     the Holders of record of at least twenty-five percent (25%)
                     of the outstanding shares of Senior Exchange Preferred
                     Stock and Senior Preferred Stock may designate in writing
                     one of their number to call such meeting at the expense of
                     the Corporation, and such meeting may be called by the
                     Person so designated upon the notice required for the
                     annual meetings of stockholders of the Corporation and
                     shall be held at the place for holding the annual meetings
                     of stockholders. Any Holder of Senior Exchange Preferred
                     Stock and Senior Preferred Stock so designated shall have,
                     and the Corporation shall provide, access to the lists of
                     stockholders to be called pursuant to the provisions
                     hereof.

                               (C) At any meeting held for the purpose of
                     electing directors at which the Holders of Senior Exchange
                     Preferred Stock and Senior Preferred Stock shall have the
                     right, voting together as a separate class, to elect
                     directors as aforesaid, the presence in person or by proxy
                     of the Holders of at least a majority of the outstanding
                     shares of Senior Exchange Preferred Stock and Senior
                     Preferred Stock entitled to vote thereat shall be required
                     to constitute a quorum of such Senior Exchange Preferred
                     Stock and Senior Preferred Stock.


                                       16
<PAGE>
                               (D) Any vacancy occurring in the office of a
                     director elected by the Holders of Senior Exchange
                     Preferred Stock and Senior Preferred Stock may be filled by
                     the remaining director elected by the Holders of Senior
                     Exchange Preferred Stock and Senior Preferred Stock unless
                     and until such vacancy shall be filled by the Holders of
                     Senior Exchange Preferred Stock and Senior Preferred Stock.

                               (iv) In any case in which the Holders of Senior
                     Exchange Preferred Stock shall be entitled to vote pursuant
                     to this paragraph (f) or pursuant to Delaware law, each
                     Holder of Senior Exchange Preferred Stock entitled to vote
                     with respect to such matter shall be entitled to one vote
                     for each share of Senior Exchange Preferred Stock held.

                     (g) Mergers and Consolidations. The Corporation shall not
consolidate with or merge with or into, or convey, transfer or lease
all or substantially all of its assets to, any Person, unless: (A) the
resulting, surviving or transferee Person (the "Successor Corporation") shall be
a corporation, partnership, trust or limited liability company organized and
existing under the laws of the United States of America, any State thereof or
the District of Columbia and the Successor Corporation (if not the Corporation)
shall expressly assume, all the obligations of the Corporation with respect to
the Senior Exchange Preferred Stock; (B) immediately after giving effect to such
transaction (and treating any Indebtedness that becomes an obligation of the
Successor Corporation or any Subsidiary of the Successor Corporation as a result
of such transaction as having been incurred by the Successor Corporation or such
Restricted Subsidiary at the time of such transaction), no Triggering Event
shall have occurred and be continuing; (C) immediately after giving effect to
such transaction, the Successor Corporation would be able to incur at least an
additional $1.00 of Indebtedness pursuant to paragraph (l)(i); and (D) the
Consolidated Net Worth of the resulting, surviving, or transferee corporation is
not less than that of the Corporation immediately prior to the transaction.

                     (h) Change of Control.

                               (i) Within 20 days of the occurrence of a Change
                     of Control, the Corporation shall make an offer to purchase
                     (the "Change of Control Offer") the outstanding Senior
                     Exchange Preferred Stock at a purchase price equal to 101%
                     of the liquidation preference thereof plus, without
                     duplication, an amount in cash equal to all accumulated and
                     unpaid Regular Dividends (including Additional Dividends,
                     if any) thereon (including an amount in cash equal to a
                     prorated Regular Dividend for the period from the
                     immediately preceding Regular Dividend Payment Date to the
                     Change of Control Payment Date) (such applicable purchase
                     price being hereinafter referred to as the "Change of
                     Control Purchase Price") in accordance with the procedures
                     set forth in this paragraph (h).

                               (ii) Within 20 days of the occurrence of a Change
                     of Control, the Corporation also shall (i) cause a notice
                     of the Change of Control to be sent at least once to the


                                       17
<PAGE>
                     Dow Jones News Service or similar business news service in
                     the United States and (ii) send by first-class mail,
                     postage prepaid, to each holder of Senior Exchange
                     Preferred Stock, at the address appearing on the stock
                     books of the Corporation, a notice stating:

                               (1) that the Change of Control Offer is being
                     made pursuant to this paragraph (h) and that all Senior
                     Exchange Preferred Stock tendered will be accepted for
                     payment, and otherwise subject to the terms and conditions
                     set forth herein;

                               (2) the Change of Control Purchase Price and the
                     purchase date (which shall be a Business Day no earlier
                     than 20 Business Days from the date such notice is mailed
                     (the "Change of Control Payment Date"));

                               (3) that any Senior Exchange Preferred Stock not
                     tendered will continue to accumulate dividends;

                               (4) that, unless the Corporation defaults in the
                     payment of the Change of Control Purchase Price, any Senior
                     Exchange Preferred Stock accepted for payment pursuant to
                     the Change of Control offer shall cease to accumulate
                     dividends after the Change of Control Payment Date;

                               (5) that holders accepting the offer to have
                     their Senior Exchange Preferred Stock purchased pursuant to
                     a Change of Control Offer will be required to surrender
                     their certificates representing Senior Exchange Preferred
                     Stock to the Corporation at the address specified in the
                     notice prior to the close of business on the Business Day
                     preceding the Change of Control Payment Date;

                               (6) that holders will be entitled to withdraw
                     their acceptance if the Corporation receives, not later
                     than the close of business on the third Business Day
                     preceding the Change of Control Payment Date, a telegram,
                     telex, facsimile transmission or letter setting forth the
                     name of the holder, the number of shares of Senior Exchange
                     Preferred Stock delivered for purchase, and a statement
                     that such holder is withdrawing his election to have such
                     Senior Exchange Preferred Stock purchased;

                               (7) that holders whose Senior Exchange Preferred
                     Stock is being purchased only in part will be issued new
                     certificates representing the number of shares of Senior
                     Exchange Preferred Stock equal to the unpurchased portion
                     of the certificates surrendered; and

                               (8) any other procedures that a Holder must
                     follow to accept a Change of Control Offer or effect
                     withdrawal of such acceptance.

                               (iii) In the event that a Change of Control
                     occurs and the holders of Senior Exchange Preferred Stock
                     exercise their right to require the Corporation to purchase
                     Senior Exchange Preferred Stock, if such purchase


                                       18
<PAGE>
                     constitutes a "tender offer" for purposes of Rule 14e-1
                     under the Exchange Act at that time, the Corporation will
                     comply with the requirements of Rule 14e-1 as then in
                     effect with respect to such repurchase.

                               (iv) On the Change of Control Payment Date, the
                     Corporation shall (A) accept for payment the shares of
                     Senior Exchange Preferred Stock validly tendered pursuant
                     to the Change of Control Offer, (B) promptly mail to the
                     Holders of shares so accepted the Change of Control
                     Purchase Price therefor and (C) cancel and retire each
                     surrendered certificate and execute a new Senior Exchange
                     Preferred Stock certificate equal to any unpurchased shares
                     represented by a certificate surrendered. Unless the
                     Corporation defaults in the payment for the shares of
                     Senior Exchange Preferred Stock tendered pursuant to the
                     Change of Control Offer, dividends shall cease to accrue
                     with respect to the shares of Senior Exchange Preferred
                     Stock tendered and all rights of Holders of such tendered
                     shares shall terminate, except for the right to receive
                     payment therefor, on the Change of Control Payment Date.

                               (v) Prior to the mailing of the notice referred
                     to in paragraph (g)(ii), but in any event within 20 days
                     following the date on which a Change of Control occurs, the
                     Corporation covenants that, if the purchase of the Senior
                     Exchange Preferred Stock would violate or constitute a
                     default or be prohibited under the Indenture, the New
                     Secured Credit Facilities or any other instrument governing
                     Indebtedness outstanding at the time, then the Corporation
                     will, to the extent needed to permit such purchase of
                     Senior Exchange Preferred Stock, either (i) repay in full
                     all Indebtedness under the Indenture, the New Senior
                     Secured Facilities or any such other instrument, as the
                     case may be, or (ii) obtain the requisite consents under
                     the Indenture, the or any such other instrument, as the
                     case may be, to permit the redemption of the Senior
                     Preferred Stock as provided above. The Corporation will
                     first comply with the covenant in the preceding sentence
                     before it will be required to redeem Senior Exchange
                     Preferred Stock pursuant to the provisions described above.

                     (i) Conversion or Exchange. The Holders of shares of Senior
Exchange Preferred Stock shall not have any rights hereunder to
convert such shares into or exchange such shares for shares of any other class
or classes or of any other series of any class or classes of Capital Stock of
the Corporation.

                     (j) Reissuance of Senior Preferred Stock. Shares of Senior
Exchange Preferred Stock that have been issued and reacquired in any
manner, including shares purchased or redeemed or exchanged, shall (upon
compliance with any applicable provisions of the laws of Delaware) have the
status of authorized and unissued shares of Preferred Stock undesignated as to
series and may be redesignated and reissued as part of any series of Preferred
Stock, provided that any issuance of such shares of Preferred Stock must be in
compliance with the terms hereof.


                                       19
<PAGE>
                     (k) Business Day. If any payment, redemption or exchange
shall be required by the terms hereof to be made on a day that is not a Business
Day, such payment, redemption or exchange shall be made on the immediately
succeeding Business Day.

                     (l) Certain Additional Provisions.

                               (i) Limitation on Indebtedness. The Corporation
                     will not, and will not permit any Restricted Subsidiary of
                     the Corporation to, directly or indirectly, incur any
                     Indebtedness provided that the Corporation may incur
                     Indebtedness if on the date thereof the Consolidated
                     Coverage Ratio would be greater than 1.7 to 1.0.

                               Notwithstanding the foregoing paragraph, the
                     Corporation may Incur the following Indebtedness:

                               (A) Indebtedness Incurred pursuant to the New
                     Senior Secured Facilities (including, without limitation,
                     any renewal, extension, refunding, restructuring,
                     replacement or refinancing thereof referred to in the
                     definition thereof); provided, however, that the aggregate
                     principal amount of all Indebtedness Incurred pursuant to
                     this clause (i) does not exceed $150 million at any time
                     outstanding less the aggregate principal amount thereof
                     repaid with the net proceeds of Asset Dispositions (to the
                     extent, in the case of a repayment of revolving credit
                     indebtedness, the commitment to advance loans has been
                     terminated);

                               (B) Indebtedness represented by Capitalized Lease
                     Obligations, mortgage financings or Purchase Money
                     Indebtedness, in each case Incurred for the purpose of
                     financing all or any part of the purchase price or cost of
                     construction or improvement of property used in a Permitted
                     Business or Incurred to refinance any such purchase price
                     or cost of construction or improvement, in each case
                     Incurred no later than 365 days after the date of such
                     acquisition or the date of completion of such construction
                     or improvement; provided, however, that the principal
                     amount of any Indebtedness Incurred pursuant to this clause
                     (B) shall not exceed $5 million at any time outstanding;

                               (C) Indebtedness of the Corporation owing to and
                     held by any Wholly-Owned Subsidiary or Indebtedness of a
                     Restricted Subsidiary owing to and held by the Corporation
                     or any Wholly-Owned Subsidiary; provided, however, that any
                     subsequent issuance or transfer of any Capital Stock or any
                     other event which results in any such Wholly-Owned
                     Subsidiary ceasing to be a Wholly-Owned Subsidiary or any
                     subsequent transfer of any such Indebtedness (except to the
                     Corporation or any Wholly-Owned Subsidiary) shall be
                     deemed, in each case, to constitute the incurrence of such
                     Indebtedness by the issuer thereof;


                                       20
<PAGE>
                               (D) Indebtedness represented by (t) the Notes,
                     (u) the Exchange Notes, (v) the Private Exchange Notes, (w)
                     the New Senior Secured Facilities, (x) the Subsidiary
                     Guarantees, (y) Existing Indebtedness and (z) any
                     Refinancing Indebtedness Incurred in respect of any
                     Indebtedness described in this clause (D) or Incurred
                     pursuant to the first sentence of paragraph (l)(i) above;

                               (E) (a) Indebtedness of a Restricted Subsidiary
                     Incurred and outstanding on the date on which such
                     Restricted Subsidiary was acquired by the Corporation
                     (other than Indebtedness Incurred in anticipation of, or to
                     provide all or any portion of the funds or credit support
                     utilized to consummate the transaction or series of related
                     transactions pursuant to which such Restricted Subsidiary
                     became a Subsidiary or was otherwise acquired by the
                     Corporation); provided, however, that at the time such
                     Restricted Subsidiary is acquired by the Corporation, the
                     Corporation would have been able to incur $1.00 of
                     additional Indebtedness pursuant to this paragraph (l)(i)
                     after giving effect to the Incurrence of such Indebtedness
                     pursuant to this clause (E) and (b) Refinancing
                     Indebtedness Incurred by a Restricted Subsidiary in respect
                     of Indebtedness Incurred by such Restricted Subsidiary
                     pursuant to this clause (E);

                               (F) Indebtedness (a) in respect of performance
                     bonds, bankers' acceptances and surety or appeal bonds
                     provided by the Corporation or any of its Restricted
                     Subsidiaries to their customers in the ordinary course of
                     their business, (b) in respect of performance bonds or
                     similar obligations of the Corporation or any of its
                     Restricted Subsidiaries for or in connection with pledges,
                     deposits or payments made or given in the ordinary course
                     of business in connection with or to secure statutory,
                     regulatory or similar obligations, including obligations
                     under health, safety or environmental obligations and (c)
                     arising from Guarantees to suppliers, lessors, licensees,
                     contractors, franchisees or customers of obligations (other
                     than Indebtedness) incurred in the ordinary course of
                     business;

                               (G) Indebtedness under Currency Agreements and
                     Interest Rate Agreements; provided, however, that in the
                     case of Currency Agreements and Interest Rate Agreements,
                     such Currency Agreements and Interest Rate Agreements are
                     entered into for bona fide hedging purposes of the
                     Corporation or its Restricted Subsidiaries (as determined
                     in good faith by the Board of Directors of the Corporation)
                     and correspond in terms of notional amount, duration,
                     currencies and interest rates as applicable, to
                     Indebtedness of the Corporation or its Restricted
                     Subsidiaries Incurred without violation of the Indenture or
                     to business transactions of the Corporation or its
                     Restricted Subsidiaries on customary terms entered into in
                     the ordinary course of business;

                               (H) Indebtedness arising from agreements
                     providing for indemnification, adjustment of purchase price
                     or similar obligations, or from Guarantees or letters of


                                       21
<PAGE>
                     credits, surety bonds or performance bonds securing any
                     obligations of the Corporation or any of its Restricted
                     Subsidiaries pursuant to such agreements, in each case
                     Incurred in connection with the disposition of any business
                     assets or Restricted Subsidiary of the Corporation (other
                     than Guarantees of Indebtedness or other obligations
                     incurred by any Person acquiring all or any portion of such
                     business assets or Restricted Subsidiary of the Corporation
                     for the purpose of financing such acquisition) in a
                     principal amount not to exceed the gross proceeds actually
                     received by the Corporation or any of its Restricted
                     Subsidiaries in connection with such disposition; provided,
                     however, that the principal amount of any Indebtedness
                     incurred pursuant to this clause (H) when taken together
                     with all Indebtedness incurred pursuant to this clause (H)
                     and then outstanding, shall not exceed $1 million;

                               (I) Indebtedness consisting of (a) Guarantees by
                     the Corporation without violation of the Indenture and (b)
                     Guarantees by a Restricted Subsidiary of senior
                     Indebtedness Incurred by the Corporation without violation
                     of the Indenture (so long as such Restricted Subsidiary
                     could have Incurred such Indebtedness directly without
                     violation of the Indenture);

                               (J) Indebtedness arising from the honoring by a
                     bank or other financial institution of a check, draft or
                     similar instrument drawn against insufficient funds in the
                     ordinary course of business in an amount not to exceed
                     $500,000 at any time, provided that such Indebtedness is
                     extinguished within two business days of its incurrence;
                     and

                               (K) Indebtedness (other than Indebtedness
                     described in clauses (A) - (J)) in a principal amount
                     which, when taken together with the principal amount of all
                     other Indebtedness Incurred pursuant to this clause (K) and
                     then outstanding, will not exceed $10 million (it being
                     understood that any Indebtedness Incurred under this clause
                     (K) shall cease to be deemed Incurred or outstanding for
                     purposes of this clause (K) (but shall be deemed to be
                     Incurred for purposes of paragraph (i)) from and after the
                     first date on which the Corporation or its Restricted
                     Subsidiaries could have Incurred such Indebtedness under
                     the foregoing paragraph (i) without reliance upon this
                     clause (K).

                               In addition, the Corporation will not permit any
                     Unrestricted Subsidiary to Incur any Indebtedness other
                     than Non-Recourse Debt.

                               (ii) Limitation on Restricted Payments. The
                     Corporation shall not, and shall not permit any of its
                     Restricted Subsidiaries, directly or indirectly, to (i)
                     declare or pay any dividend or make any distribution on or
                     in respect of its Capital Stock (including any payment in
                     connection with any merger or consolidation involving the
                     Corporation or any of its Restricted Subsidiaries) except


                                       22
<PAGE>
                     (A) dividends or distributions payable in its Capital Stock
                     (other than Disqualified Stock) or in options, warrants or
                     other rights to purchase such Capital Stock, and (B)
                     dividends or distributions payable to the Corporation or a
                     Wholly-Owned Subsidiary of the Corporation and (C)
                     dividends (in cash or additional shares) of Senior Exchange
                     Preferred Stock and Senior Preferred Stock), (ii) purchase,
                     redeem, retire or otherwise acquire for value any Capital
                     Stock of the Corporation (other than the Senior Exchange
                     Preferred Stock and Senior Preferred Stock) or any
                     Restricted Subsidiary of the Corporation held by Persons
                     other than the Corporation or another Restricted Subsidiary
                     of the Corporation (in either case, other than in exchange
                     for its Capital Stock (other than Disqualified Stock)),
                     (iii) purchase, repurchase, redeem, defease or otherwise
                     acquire or retire for value, prior to scheduled maturity,
                     scheduled repayment or scheduled sinking fund payment, any
                     Subordinated Obligations or (iv) make any Investment (other
                     than a Permitted Investment) in any Person (any such
                     dividend, distribution, purchase, redemption, repurchase,
                     defeasance, other acquisition, retirement or Investment as
                     described in preceding clauses (i) through (iv) being
                     referred to as a "Restricted Payment"); if at the time the
                     Corporation or such Restricted Subsidiary makes such
                     Restricted Payment:

                               (1) The Corporation shall have paid a dividend,
                     on the most recent dividend payment date, by the issuance
                     of additional Senior Exchange Preferred Stock; or

                               (2) a Triggering Event shall have occurred and be
                     continuing (or would result therefrom); or

                               (3) the Corporation is not able to incur an
                     additional $1.00 of Indebtedness pursuant to the first
                     sentence of paragraph (l)(i); or

                               (4) the aggregate amount of such Restricted
                     Payment and all other Restricted Payments declared or made
                     subsequent to the Issue Date would exceed the sum of (A)
                     50% of the Consolidated Net Income accrued during the
                     period (treated as one accounting period) from the first
                     day of the fiscal quarter beginning on or after the Issue
                     Date to the end of the most recent fiscal quarter ending
                     prior to the date of such Restricted Payment as to which
                     financial results are available (but in no event ending
                     more than 135 days prior to the date of such Restricted
                     Payment) (or, in case such Consolidated Net Income shall be
                     a deficit, minus 100% of such deficit); (B) the aggregate
                     net proceeds received by the Corporation from the issue or
                     sale of its Capital Stock (other than Disqualified Stock)
                     or other capital contributions subsequent to the Issue Date
                     (other than net proceeds received from an issuance or sale
                     of such Capital Stock to a Subsidiary of the Corporation or
                     an employee stock ownership plan or similar trust);
                     provided, however, that the value of any non-cash net
                     proceeds shall be as determined by the Board of Directors


                                       23
<PAGE>
                     in good faith, except that in the event the value of any
                     non-cash net proceeds shall be $1 million or more, the
                     value shall be as determined in writing by an independent
                     investment banking firm of nationally recognized standing;
                     (C) the amount by which Indebtedness of the Corporation is
                     reduced on the Corporation's balance sheet upon the
                     conversion or exchange (other than by a Restricted
                     Subsidiary of the Corporation) subsequent to the Issue Date
                     of any Indebtedness of the Corporation Incurred subsequent
                     to the Issue Date which is convertible or exchangeable for
                     Capital Stock of the Corporation (less the amount of any
                     cash, or other property, distributed by the Corporation
                     upon such conversion or exchange); (D) the amount equal to
                     the net reduction in Investments (other than Permitted
                     Investments) made after the Issue Date by the Corporation
                     or any of its Restricted Subsidiaries in any Person
                     resulting from (i) repurchases or redemptions of such
                     Investments by such Person, proceeds realized upon the sale
                     of such Investment to an unaffiliated purchaser, repayments
                     of loans or advances or other transfers of assets by such
                     Person to the Corporation or any Restricted Subsidiary of
                     the Corporation or (ii) the redesignation of Unrestricted
                     Subsidiaries as Restricted Subsidiaries (valued in each
                     case as provided in the definition of "Investment") not to
                     exceed, in the case of any Unrestricted Subsidiary, the
                     amount of Investments previously included in the
                     calculation of the amount of Restricted Payments; provided,
                     however, that no amount shall be included under this clause
                     (D) to the extent it is already included in Consolidated
                     Net Income; and (E) $10.0 million.

           The provisions of the foregoing paragraph shall not prohibit:

                               (1) any purchase or redemption of Capital Stock
                     or Subordinated Obligations of the Corporation made by
                     exchange for, or out of the proceeds of the substantially
                     concurrent sale of, Capital Stock of the Corporation (other
                     than Disqualified Stock and other than Capital Stock issued
                     or sold to a Subsidiary or an employee stock ownership plan
                     or similar trust); provided, however, that (A) such
                     purchase or redemption shall be excluded in the calculation
                     of the amount of Restricted Payments and (B) the Net Cash
                     Proceeds from such sale shall be excluded from clause (3)
                     (B) of the foregoing paragraph;

                               (2) any purchase or redemption of Subordinated
                     Obligations of the Corporation made by exchange for, or out
                     of the proceeds of the substantially concurrent sale of,
                     Subordinated Obligations of the Corporation in compliance
                     with paragraph (l)(i); provided, however, that such
                     purchase or redemption shall be excluded in the calculation
                     of the amount of Restricted Payments;

                               (3) any purchase or redemption of Subordinated
                     Obligations from Net Available Cash to the extent permitted
                     under Section 4.10 of the Indenture;


                                       24
<PAGE>
                               (4) dividends paid within 60 days after the date
                     of declaration if at such date of declaration such dividend
                     would have complied with this provision; provided, however,
                     that such dividend shall be included in the calculation of
                     the amount of Restricted Payments;

                               (5) payments to Bollore Technologies, S.A. which
                     payments shall not exceed $500,000 in any six month period
                     and shall not exceed $2.5 million in the aggregate.

           provided, however, that no Triggering Event shall have occurred or be
           continuing at the time of such payment or as a result thereof.

                               For purposes of determining compliance with the
                     foregoing covenant, Restricted Payments may be made with
                     cash or non-cash assets, provided that any Restricted
                     Payment made other than in cash shall be valued at the fair
                     market value (determined, subject to the additional
                     requirements of the immediately succeeding proviso, in good
                     faith by the Board of Directors) of the assets so utilized
                     in making such Restricted Payment, provided, further that
                     (i) in the case of any Restricted Payment made with Capital
                     Stock or Indebtedness, such Restricted Payment shall be
                     deemed to be made in an amount equal to the greater of the
                     fair market value thereof and the liquidation preference
                     (if any) or principal amount of the Capital Stock or
                     Indebtedness, as the case may be, so utilized, and (ii) in
                     the case of any Restricted Payment in an aggregate amount
                     in excess of $1 million, a written opinion as to the
                     fairness of the valuation thereof (as determined by the
                     Corporation) for purposes of determining compliance with
                     paragraph (l)(ii) shall be issued by an independent
                     investment banking firm of national standing.

                               (iii) Limitation on Restrictions on Distributions
                     from Restricted Subsidiaries. The Corporation shall not,
                     and shall not permit any of its Restricted Subsidiaries to,
                     create or permit to exist or become effective any
                     consensual encumbrance or restriction on the ability of any
                     such Restricted Subsidiary to:

                               (A) pay dividends or make any other distributions
                     on its Capital Stock or pay any Indebtedness or other
                     obligation owed to the Corporation;

                               (B) make any loans or advances to the
                     Corporation; or

                               (C) transfer any of its property or assets to the
                     Corporation;

           except (in each case) for such encumbrances or restrictions existing
           under or by reason of:


                                       25
<PAGE>
                               (a) any encumbrance or restriction pursuant to an
                     agreement in effect at or entered into on the Issue Date,
                     including the New Senior Secured Facilities;

                               (b) any encumbrance or restriction with respect
                     to such a Restricted Subsidiary pursuant to an agreement
                     relating to any Indebtedness issued by such Restricted
                     Subsidiary on or prior to the date on which such Restricted
                     Subsidiary was acquired by the Corporation and outstanding
                     on such date (other than indebtedness issued in
                     anticipation of, or to provide all or any portion of the
                     funds or credit support utilized to consummate, the
                     transaction or series of related transactions pursuant to
                     which such Restricted Subsidiary became a Restricted
                     Subsidiary of the Corporation or was acquired by the
                     Corporation);

                               (c) any encumbrance or restriction with respect
                     to such a Restricted Subsidiary pursuant to an agreement
                     evidencing Indebtedness Incurred without violation of the
                     Indenture or effecting a refinancing of Indebtedness issued
                     pursuant to an agreement referred to in clauses (a) or (b)
                     or this clause (c) or contained in any amendment to an
                     agreement referred to in clauses (a) or (b) or this clause
                     (c); provided, however, that the encumbrances and
                     restrictions with respect to such Restricted Subsidiary
                     contained in any of such agreement, refinancing agreement
                     or amendment, taken as a whole, are no less favorable to
                     holders of the Senior Preferred Stock in any material
                     respect, as determined in good faith by the Board of
                     Directors of the Corporation, than encumbrances and
                     restrictions with respect to such Restricted Subsidiary
                     contained in agreements in effect at, or entered into on,
                     the Issue Date;

                               (d) in the case of clause (C) above, any
                     encumbrance or restriction (A) that restricts in a
                     customary manner the subletting, assignment or transfer of
                     any property or asset that is a lease, license, conveyance
                     or contract or similar property or asset, (B) by virtue of
                     any transfer of, agreement to transfer, option or right
                     with respect to, or Lien on, any property or assets of the
                     Corporation or any Restricted Subsidiary not otherwise
                     prohibited by the Indenture, (C) that is included in a
                     licensing agreement to the extent such restrictions limit
                     the transfer of the property subject to such licensing
                     agreement or (D) arising or agreed to in the ordinary
                     course of business and that does not, individually or in
                     the aggregate, detract from the value of property or assets
                     of the Corporation or any of its Subsidiaries in any manner
                     material to the Corporation or any such Restricted
                     Subsidiary;

                               (e) in the case of clause (C) above, restrictions
                     contained in security agreements, mortgages or similar
                     documents securing Indebtedness of a Restricted Subsidiary
                     to the extent such restrictions restrict the transfer of
                     the property subject to such security agreements;


                                       26
<PAGE>
                               (f) in the case of clause (C) above, any
                     instrument governing or evidencing Indebtedness of a Person
                     acquired by the Corporation or any Restricted Subsidiary of
                     the Corporation at the time of such acquisition, which
                     encumbrance or restriction is not applicable to any Person,
                     or the properties or assets of any Person, other than the
                     Person so acquired; provided, however, that such
                     Indebtedness is not incurred in connection with or in
                     contemplation of, such acquisition.

                               (g) any restriction with respect to such a
                     Restricted Subsidiary imposed pursuant to an agreement
                     entered into for the sale or disposition of all or
                     substantially all the Capital Stock or assets of such
                     Restricted Subsidiary pending the closing of such sale or
                     disposition; and

                               (h) encumbrances or restrictions arising or
                     existing by reason of applicable law.

                               (iv) Limitation on Affiliate Transactions. The
                     Corporation will not, and will not permit any of its
                     Restricted Subsidiaries to, directly or indirectly, enter
                     into or conduct any transaction or series of related
                     transactions (including the purchase, sale, lease or
                     exchange of any property or the rendering of any service)
                     with or for the benefit of any Affiliate of the
                     Corporation, other than a Wholly-Owned Subsidiary (an
                     "Affiliate Transaction") unless: (i) the terms of such
                     Affiliate Transaction are no less favorable to the
                     Corporation or such Restricted Subsidiary, as the case may
                     be, than those that could be obtained at the time of such
                     transaction in arm's length dealings with a Person who is
                     not such an Affiliate; (ii) in the event such Affiliate
                     Transaction involves an aggregate amount in excess of $1
                     million, the terms of such transaction have been approved
                     by a majority of the members of the Board of Directors of
                     the Corporation and by a majority of the disinterested
                     members of such Board, if any (and such majority or
                     majorities, as the case may be, determines that such
                     Affiliate Transaction satisfies the criteria in (i) above);
                     and (iii) in the event such Affiliate Transaction involves
                     an aggregate amount in excess of $2 million, the
                     Corporation has received a written opinion from an
                     independent investment banking firm of nationally
                     recognized standing that such Affiliate Transaction is fair
                     to the Corporation or such Restricted Subsidiary, as the
                     case may be, from a financial point of view.

                               The foregoing paragraph shall not apply to (i)
                     any Restricted Payment permitted to be made pursuant to
                     paragraph (l)(ii) hereof, (ii) any issuance of securities,
                     or other payments, awards or grants in cash, securities or
                     otherwise pursuant to, or the funding of, employment
                     arrangements, or any stock options and stock ownership
                     plans for the benefit of employees, officers and directors,
                     consultants and advisors approved by the Board of Directors
                     of the Corporation, (iii) loans or advances to employees in
                     the ordinary course of business of the Corporation or any
                     of its Restricted Subsidiaries in aggregate amount


                                       27
<PAGE>
                     outstanding not to exceed $1,500,000 at any time, (iv) any
                     transaction between Wholly-Owned Subsidiaries, (v)
                     indemnification agreements with, and the payment of fees
                     and indemnities to, directors, officers and employees of
                     the Corporation and its Restricted Subsidiaries, in each
                     case in the ordinary course of business, (vi) transactions
                     pursuant to agreements in existence on the Issue Date which
                     are (x) described in the Corporation's offering memorandum
                     dated June 18, 1997 or (y) otherwise, in the aggregate,
                     immaterial to the Corporation and its Restricted
                     Subsidiaries taken as a whole, (vii) any employment,
                     non-competition or confidentiality agreements entered into
                     by the Corporation or any of its Restricted Subsidiaries
                     with its employees in the ordinary course of business and
                     (viii) the issuance of Capital Stock of the Corporation
                     (other than Disqualified Stock).

                               (v) Limitation on Preferred Stock of Restricted
                     Subsidiaries. The Corporation will not permit any of its
                     Restricted Subsidiaries to issue any Preferred Stock
                     (except Preferred Stock to the Corporation or a Restricted
                     Subsidiary) or permit any person (other than Corporation or
                     a Restricted Subsidiary) to hold any such Preferred Stock
                     unless the Corporation or Restricted Subsidiary would be
                     entitled to incur or assume Indebtedness under the covenant
                     described under paragraph (l)(i) in the aggregate principal
                     amount equal to the aggregate liquidation value of the
                     Preferred Stock to be issued.

                     (m) SEC Reports. The Corporation will provide to the
holders of the Senior Exchange Preferred Stock, within 15 days after it files
them with the Commission, copies of the annual reports and of the information,
documents and other reports (or copies of such portions of any of the foregoing
as the Commission may by rules and regulations prescribe) which the Corporation
files with the Commission pursuant to Section 13 or 15(d) of the Exchange Act.
In the event that the Corporation is not required to file such reports with the
Commission pursuant to the Exchange Act, the Corporation will nevertheless
deliver such Exchange Act information to the holders of the Senior Exchange
Preferred Stock within 15 days after it would have been required to file it with
the Commission.

                     (n) Definitions. As used in this Certificate of
Designation, the following terms shall have the following meanings (with terms
defined in the singular having comparable meanings when used in the plural and
vice versa), unless the context otherwise requires:

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

                     "Affiliate" of any specified person means any other Person,
directly or indirectly, controlling or controlled by or under direct or
indirect common control with such specified Person. For the purposes of this
definition, "control" when used with respect to any Person means the power to
direct the management and policies of such Person, directly or indirectly,


                                       28
<PAGE>
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

                     "Affiliate Transaction" shall have the meaning ascribed to
it in paragraph l(iv) hereof.

                     "Asset Disposition" means any sale, lease, transfer,
issuance or other disposition (or series of related sales, leases, transfers,
issuances or dispositions that are part of a common plan) of shares of Capital
Stock of (or any other equity interests in) a Restricted Subsidiary (other than
directors' qualifying shares) or of any other property or other assets (each
referred to for the purposes of this definition as a "disposition") by the
Corporation or any of its Restricted Subsidiaries (including any disposition by
means of a merger, consolidation or similar transaction) other than (i) a
disposition by a Restricted Subsidiary to the Corporation or by the Corporation
or a Restricted Subsidiary to a Wholly-Owned Subsidiary, (ii) a disposition of
inventory in the ordinary course of business, (iii) a disposition of obsolete or
worn out equipment or equipment that is no longer useful in the conduct of the
business of the Corporation and its Restricted Subsidiaries and that is disposed
of in each case in the ordinary course of business, (iv) dispositions of
property for net proceeds which, when taken collectively with the net proceeds
of any other such dispositions under this clause (iv) that were consummated
since the beginning of the calendar year in which such disposition is
consummated, do not exceed $1 million, and (v) transactions permitted under
paragraph (g) above. Notwithstanding anything to the contrary contained above, a
Restricted Payment made in compliance with the "Limitation on Restricted
Payments" covenant shall not constitute an Asset Disposition except for purposes
of determinations of the Consolidated Coverage Ratio (as defined) and the
Leverage Ratio (as defined).

                     "Attributable Indebtedness" in respect of a Sale/Leaseback
Transaction means, as at the time of determination, the present value
(discounted at the interest rate borne by the Notes, compounded annually) of the
total obligations of the lessee for rental payments during the remaining term of
the lease included in such Sale/Leaseback Transaction (including any period for
which such lease has been extended).

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

                     "Board of Directors" shall have the meaning ascribed to it
in the first paragraph of this Certificate of Designation.

                     "Business Day" means any day except a Saturday, a Sunday,
or any day on which banking institutions in New York, New York are required or
authorized by law or other governmental action to be closed.


                                       29
<PAGE>
                     "Capital Stock" of any Person means any and all shares,
partnership or other equity interests, rights to purchase, warrants, options,
participations or other equivalents of or interests in (however designated)
equity of such Person, including any Preferred Stock, but excluding any debt
securities convertible into such equity.

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

                     "Certificate of Designation" means this Certificate of
Designation creating the Senior Exchange Preferred Stock.

                     "Change of Control" means (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 Corporation and its Subsidiaries;
or (ii) a majority of the Board of Directors of the Corporation or of any direct
or indirect holding company thereof shall consist of Persons who are not
Continuing Directors of the Corporation, as the case may be; or (iii) the
acquisition by any Person or group of related Persons (other than the Management
Group) for purposes of Section 13(d) of the Exchange Act, of the power, directly
or indirectly, to vote or direct the voting of securities having more than 50%
of the ordinary voting power for the election of directors of the Corporation or
of any direct or indirect holding company thereof.

                     "Change of Control Offer" shall have the meaning ascribed
to it in paragraph (h)(i) hereof.

                     "Change of Control Payment Date" shall have the meaning
ascribed to it in paragraph (h)(ii)(2) hereof.

                     "Change of Control Purchase Price" shall have the meaning
ascribed to it in paragraph (h)(i) hereof.

                     "Common Stock" of any Person means all Capital Stock of
such Person that is generally entitled to (i) vote in the election of directors
of such Person or (ii) if such Person is not a corporation, vote or otherwise
participate in the selection of the governing body, partners, managers or others
that will control the management and policies of such Person.

                     "Consolidated Cash Flow" for any period means the
Consolidated Net Income for such period, plus the following to the extent
deducted in calculating such Consolidated Net Income: (i) income tax expense,
(ii) Consolidated Interest Expense, (iii) depreciation expense, (iv)
amortization expense, and (v) all other non-cash items reducing Consolidated Net
Income (excluding any non-cash item to the extent it represents an accrual of or
reserve for cash disbursements for any subsequent period prior to the Stated


                                       30
<PAGE>
Maturity of the Notes or amortization of a prepaid cash expense that was paid in
a prior period) and less, to the extent added in calculating Consolidated Net
Income, non-cash items (excluding such non-cash items to the extent they
represent an accrual for cash receipts reasonably expected to be received prior
to the Stated Maturity of the Notes), in each case for such period.
Notwithstanding the foregoing, the income tax expense, depreciation expense and
amortization expense of a Subsidiary of the Corporation shall be included in
Consolidated Cash Flow only to the extent (and in the same proportion) that the
net income of such Subsidiary was included in calculating Consolidated Net
Income.

                     "Consolidated Coverage Ratio" as of any date of
determination means the ratio of (i) the aggregate amount of Consolidated Cash
Flow for
the period of the most recent four consecutive fiscal quarters ending prior to
the date of such determination and as to which financial statements are
available to (ii) Consolidated Interest Expense for such four fiscal quarters;
provided, however, that (A) if the Corporation or any of its Restricted
Subsidiaries has incurred any Indebtedness since the beginning of such period
and through the date of determination of the Consolidated Coverage Ratio that
remains outstanding or if the transaction giving rise to the need to calculate
Consolidated Coverage Ratio is an incurrence of Indebtedness, or both,
Consolidated Cash Flow and Consolidated Interest Expense for such period shall
be calculated after giving effect on a pro forma basis to (1) such Indebtedness
as if such Indebtedness had been incurred on the first day of such period
(provided that if such Indebtedness is incurred under a revolving credit
facility (or similar arrangement or under any predecessor revolving credit or
similar arrangement) only that portion of such Indebtedness that constitutes the
one year projected average balance of such Indebtedness (as determined in good
faith by the Board of Directors of the Corporation) shall be deemed outstanding
for purposes of this calculation), and (2) the discharge of any other
Indebtedness repaid, repurchased, defeased or otherwise discharged with the
proceeds of such new Indebtedness as if such discharge had occurred on the first
day of such period, (B) if since the beginning of such period any Indebtedness
of the Corporation or any of its Restricted Subsidiaries has been repaid,
repurchased, defeased or otherwise discharged (other than Indebtedness under a
revolving credit or similar arrangement unless such revolving credit
Indebtedness has been permanently repaid and has not been replaced),
Consolidated Interest Expense for such period shall be calculated after giving
pro forma effect thereto as if such Indebtedness had been repaid, repurchased,
defeased or otherwise discharged on the first day of such period, (C) if since
the beginning of such period the Corporation or any of its Restricted
Subsidiaries shall have made any Asset Disposition or if the transaction giving
rise to the need to calculate the Consolidated Coverage Ratio is an Asset
Disposition, Consolidated Cash Flow for such period shall be reduced by an
amount equal to the Consolidated Cash Flow (if positive) attributable to the
assets which are the subject of such Asset Disposition for such period or
increased by an amount equal to the Consolidated Cash Flow (if negative)
attributable thereto for such period, and Consolidated Interest Expense for such
period shall be (1) reduced by an amount equal to the Consolidated Interest
Expense attributable to any Indebtedness of the Corporation or any of its
Restricted Subsidiaries repaid, repurchased, defeased or otherwise discharged
with respect to the Corporation and its continuing Restricted Subsidiaries in
connection with such Asset Disposition for such period (or, if the Capital Stock


                                       31
<PAGE>
of any Restricted Subsidiary of the Corporation is sold, the Consolidated
Interest Expense for such period directly attributable to the Indebtedness of
such Restricted Subsidiary to the extent the Corporation and its continuing
Restricted Subsidiaries are no longer liable for such Indebtedness after such
sale) and (2) increased by interest income attributable to the assets which are
the subject of such Asset Disposition for such period, (D) if since the
beginning of such period the Corporation or any of its Restricted Subsidiaries
(by merger or otherwise) shall have made an Investment in any Restricted
Subsidiary of the Corporation (or any Person which becomes a Restricted
Subsidiary of the Corporation as a result thereof) or an acquisition of assets
occurring in connection with a transaction causing a calculation to be made
hereunder which constitutes all or substantially all of an operating unit of a
business, Consolidated Cash Flow and Consolidated Interest Expense for such
period shall be calculated after giving pro forma effect thereto (including the
incurrence of any Indebtedness) as if such Investment or acquisition occurred on
the first day of such period and (E) if since the beginning of such period any
Person (that subsequently became a Restricted Subsidiary of the Corporation or
was merged with or into the Corporation or any Restricted Subsidiary of the
Corporation since the beginning of such period) shall have made any Asset
Disposition, Investment or acquisition of assets that would have required an
adjustment pursuant to clause (C) or (D) above if made by the Corporation or a
Restricted Subsidiary of the Corporation during such period, Consolidated Cash
Flow and Consolidated Interest Expense for such period shall be calculated after
giving pro forma effect thereto as if such Asset Disposition, Investment or
acquisition occurred on the first day of such period. If any Indebtedness bears
a floating rate of interest and is being given pro forma effect, the interest
expense on such Indebtedness shall be calculated as if the rate in effect on the
date of determination had been the applicable rate for the entire period (taking
into account any Interest Rate Agreement applicable to such Indebtedness if such
Interest Rate Agreement has a remaining term in excess of 12 months).

                     "Consolidated Interest Expense" means, for any period, the
total interest expense of the Corporation and its Restricted Subsidiaries
determined in accordance with GAAP, plus, to the extent not included in such
interest expense (i) interest expense attributable to Capitalized Lease
Obligations, (ii) amortization of debt discount, (iii) capitalized interest,
(iv) non-cash interest expense, (v) commissions, discounts and other fees and
charges owed with respect to letters of credit and bankers' acceptance
financing, (vi) interest actually paid by the Corporation or any such Restricted
Subsidiary under any Guarantee of Indebtedness or other obligation of any other
Person, (vii) net payments (whether positive or negative) pursuant to Interest
Rate Agreements, (viii) the cash contributions to any employee stock ownership
plan or similar trust to the extent such contributions are used by such plan or
trust to pay interest or fees to any Person (other than the Corporation) in
connection with Indebtedness Incurred by such plan or trust and (ix) cash and
Disqualified Stock dividends in respect of all Preferred Stock of Subsidiaries
and Disqualified Stock of the Corporation held by Persons other than the
Corporation or a Wholly-Owned Subsidiary and less (a) to the extent included in
such interest expense, the amortization of capitalized debt issuance costs and
(b) interest income. Notwithstanding the foregoing, the Consolidated Interest
Expense with respect to any Restricted Subsidiary of the Corporation, that was
not a Wholly-Owned Subsidiary, shall be included only to the extent (and in the


                                       32
<PAGE>
same proportion) that the net income of such Restricted Subsidiary was included
in calculating Consolidated Net Income.

                     "Consolidated Net Income" means, for any period, the
consolidated net income (loss) of the Corporation and its consolidated
Subsidiaries determined prior to payment of dividends on the Senior Exchange
Preferred Stock and Senior Preferred Stock in accordance with GAAP; provided,
however, that there shall not be included in such Consolidated Net Income: (i)
any net income (loss) of any person acquired by the Corporation or any of its
Restricted Subsidiaries in a pooling of interests transaction for any period
prior to the date of such acquisition, (ii) any net income of any Restricted
Subsidiary of the Corporation if such Restricted Subsidiary is subject to
restrictions, directly or indirectly, on the payment of dividends or the making
of distributions by such Restricted Subsidiary, directly or indirectly, to the
Corporation (other than restrictions in effect on the Issue Date with respect to
a Restricted Subsidiary of the Corporation and other than restrictions that are
created or exist in compliance with this Certificate of Designation, (iii) any
gain or loss realized upon the sale or other disposition of any assets of the
Corporation or its consolidated Restricted Subsidiaries (including pursuant to
any Sale/Leaseback Transaction) which are not sold or otherwise disposed of in
the ordinary course of business and any gain or loss realized upon the sale or
other disposition of any Capital Stock of any Person, (iv) any extraordinary
gain or loss, (v) the cumulative effect of a change in accounting principles,
(vi) the net income of any Person, other than a Restricted Subsidiary, except to
the extent of the lesser of (A) dividends or distributions paid to the
Corporation or any of its Restricted Subsidiaries by such Person and (B) the net
income of such Person (but in no event less than zero), and the net loss of such
Person (other than an Unrestricted Subsidiary) shall be included only to the
extent of the aggregate Investment of the Corporation or any of its Restricted
Subsidiaries in such Person and (vii) any non-cash expenses attributable to
grants or exercises of employee stock options. Notwithstanding the foregoing,
Consolidated Net Income for any period shall be reduced by the aggregate amount
of dividends paid during such period pursuant to clause (i) of paragraph (l)(ii)
and for the purpose of paragraph (l)(ii) only, there shall be excluded from
Consolidated Net Income any dividends, repayments of loans or advances or other
transfers of assets from Unrestricted Subsidiaries to the Corporation or a
Restricted Subsidiary to the extent such dividends, repayments or transfers
increase the amount of Restricted Payments permitted under such covenant.

                     "Consolidated Net Worth" means the total of the amounts
shown on the balance sheet of the Corporation and its consolidated Restricted
Subsidiaries, determined on a consolidated basis in accordance with GAAP, as of
the end of the most recent fiscal quarter of the Corporation ending prior to the
taking of any action for the purpose of which the determination is being made
and for which financial statements are available (but in no event ending more
than 135 days prior to the taking of such action), as (i) the par or stated
value of all outstanding Capital Stock of the Corporation plus (ii) paid in
capital or capital surplus relating to such Capital Stock plus (iii) any
retained earnings or earned surplus less (A) any accumulated deficit and (B) any
amounts attributable to Disqualified Stock.


                                       33
<PAGE>
                     "Continuing Director" of any Person means, as of the date
of determination, any Person who (i) was a member of the Board of Directors of
such Person on the date of the Indenture or (ii) was nominated for election or
elected to the Board of Directors of such Person with the affirmative vote of a
majority of the Continuing Directors of such Person who were members of such
Board of Directors at the time of such nomination or election.

                     "Corporation" shall have the meaning ascribed to it in the
first paragraph of this Certificate of Designation.

                     "Corresponding Amendment" shall have the meaning ascribed
to it in paragraph (f)(ii)(C) hereof.

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

                     "Disqualified Stock" means any Capital Stock which, by its
terms (or by the terms of any security into which it is convertible or for
which it is exchangeable), or upon the happening of any event (other than an
event which would constitute a Change of Control), (i) matures (excluding any
maturity as the result of an optional redemption by the issuer thereof) or is
mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or
is redeemable at the option of the holder thereof, in whole or in part, on or
prior to the final Stated Maturity of the Notes, or (ii) is convertible into or
exchangeable (unless at the sole option of the issuer thereof) for (a) debt
securities or (b) any Capital Stock referred to in (i) above, in each case at
any time prior to the final Stated Maturity of the Senior Exchange Preferred
Stock.

                     "Dividend Period" means the Initial Dividend Period and,
thereafter, each quarterly dividend period.

                     "Equity Offerings" means an offering for cash by the
Corporation of its Common Stock or option warrants or rights with respect to its
Common Stock.

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

                     "Existing Indebtedness" means Indebtedness of the
Corporation or its Restricted Subsidiaries in existence and outstanding on the
Issue Date.

                     "GAAP" means generally accepted accounting principles in
the United States of America as in effect as of the date of the Indenture,
including those set forth in the opinions and pronouncements of the Accounting
Principles Board of the American Institute of Certified Public Accountants and
statements and pronouncements of the Financial Accounting Standards Board or in
such other statements by such other entity as approved by a significant segment
of the accounting profession. All ratios and computations based on GAAP
contained in the Indenture shall be computed in conformity with GAAP.


                                       34
<PAGE>
                     "Guarantee" means any obligation, contingent or otherwise,
of any Person directly or indirectly guaranteeing any Indebtedness of any
other Person and any obligation, direct or indirect, contingent or otherwise, of
such Person (i) to purchase or pay (or advance or supply funds for the purchase
or payment of) such Indebtedness of such other Person (whether arising by virtue
of partnership arrangements, or by agreement to keep-well, to purchase assets,
goods, securities or services, to take-or-pay, or to maintain financial
statement conditions or otherwise) or (ii) entered into for purposes of assuring
in any other manner the obligee of such Indebtedness of the payment thereof or
to protect such obligee against loss in respect thereof (in whole or in part);
provided, however, that the term "Guarantee" shall not include endorsements for
collection or deposit in the ordinary course of business. The term "Guarantee"
used as a verb has a corresponding meaning.

                     "Holder" means a holder of shares of Senior Exchange
Preferred Stock or Senior Preferred Stock, as the context requires, as reflected
in the stock books of the Corporation.

                     "Incur" means issue, assume, guarantee, incur or otherwise
become liable for; provided, however, that any indebtedness or Capital Stock of
a Person existing at the time such person becomes a Restricted Subsidiary
(whether by merger, consolidation, acquisition or otherwise) shall be deemed to
be incurred by such Restricted Subsidiary at the time it becomes a Restricted
Subsidiary.

                     "Indebtedness" means, with respect to any Person on any
date of determination (without duplication), (i) the principal of and premium
(if any) in respect of indebtedness of such Person for borrowed money, (ii) the
principal of and premium (if any) in respect of obligations of such Person
evidenced by bonds, debentures, notes or other similar instruments, (iii) all
obligations of such Person in respect of letters of credit or other similar
instruments (including reimbursement obligations with respect thereto) (other
than obligations with respect to letters of credit securing obligations (other
than obligations described in clauses (i), (ii) and (v)) entered into in the
ordinary course of business of such Person to the extent that such letters of
credit are not drawn upon or, if and to the extent drawn upon, such drawing is
reimbursed no later than the third business day following receipt by such Person
of a demand for reimbursement following payment on the letter of credit), (iv)
all obligations of such Person to pay the deferred and unpaid purchase price of
property or services (except trade payables and accrued expenses incurred in the
ordinary course of business), which purchase price is due more than six months
after the date of placing such property in service or taking delivery and title
thereto or the completion of such services, (v) all Capitalized Lease
Obligations and all Attributable Indebtedness of such Person, (vi) all
Indebtedness of other Persons secured by a Lien on any asset of such Person,
whether or not such Indebtedness is assumed by such Person, (vii) all
Indebtedness of other Persons to the extent Guaranteed by such Person, (viii)
the amount of all obligations of such Person with respect to the redemption,
repayment or other repurchase of any Disqualified Stock other than the Senior
Exchange Preferred Stock and the Senior Preferred Stock or, with respect to any
Restricted Subsidiary of the Corporation, any Preferred Stock of such Restricted
Subsidiary to the extent such obligation arises on or before the Stated Maturity
of such Preferred Stock (but excluding, in each case, accrued dividends) and


                                       35
<PAGE>
(ix) to the extent not otherwise included in this definition, obligations under
Currency Agreements and Interest Rate Agreements. The amount of Indebtedness of
any Person at any date shall be the outstanding principal amount of all
unconditional obligations as described above, as such amount would be reflected
on a balance sheet prepared in accordance with GAAP, and the maximum liability
of such Person, upon the occurrence of the contingency giving rise to the
obligation, of any contingent obligations described above at such date.

                     "Initial Dividend Period" means the dividend period
commencing on the Issue Date and ending on the first Regular Dividend Payment
Date to occur thereafter.

                     "Indenture" means the Indenture dated as of June 25, 1997,
by, and among the Corporation, the Subsidiary Guarantors and United States Trust
Company of New York as Trustee.

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

                     "Investment" in any Person means any direct or indirect
advance, loan (other than advances to customers in the ordinary course of
business that are recorded as accounts payable on the balance sheet of such
Person) or other extension of credit (including by way of Guarantee or similar
arrangement, but excluding any debt or extension of credit represented by a bank
deposit other than a time deposit) or capital contribution to (by means of any
transfer of cash or other property to others or any payment for property or
services for the account or use of others), or any purchase or acquisition of
Capital Stock, Indebtedness or other similar instruments issued by such Person.
For purposes of the paragraph (l)(iv), (i) "Investment" shall include the
portion (proportionate to the Corporation's equity interest in a Restricted
Subsidiary to be designated as an Unrestricted Subsidiary) of the fair market
value of the net assets of such Restricted Subsidiary of the Corporation at the
time that such Restricted Subsidiary is designated an Unrestricted Subsidiary;
provided, however, that upon a redesignation of such Subsidiary as a Restricted
Subsidiary, the Corporation shall be deemed to continue to have a permanent
"Investment" in an Unrestricted Subsidiary in an amount (if positive) equal to
(x) the Corporation's "Investment" in such Subsidiary at the time of such
redesignation less (y) the portion (proportionate to the Corporation's equity
interest in such Subsidiary) of the fair market value of the net assets of such
Subsidiary at the time that such Subsidiary is so redesignated a Restricted
Subsidiary; and (ii) any property transferred to or from an Unrestricted
Subsidiary shall be valued at its fair market value at the time of such
transfer, in each case as determined in good faith by the Board of Directors and
evidenced by a resolution of such Board of Directors certified in an officers'
certificate.

                     "Issue Date" means the date on which the Preferred Stock
are originally issued.


                                       36
<PAGE>
                     "Junior Stock" shall have the meaning ascribed to it in
paragraph (b) hereof.

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

                     "Net Available Cash" from an Asset Disposition means cash
payments received (including any cash payments received by way of deferred
payment of principal pursuant to a note or installment receivable or otherwise,
but only as and when received, therefrom in each case net of (i) all legal,
title and recording tax expenses, commissions and other fees and expenses
incurred, and all Federal, state, foreign and local taxes required to be paid or
accrued as a liability under GAAP, as a consequence of such Asset Disposition,
(ii) all payments made on any Indebtedness which is secured by any assets
subject to such Asset Disposition, in accordance with the terms of any Lien upon
such assets, or which must by its terms, or in order to obtain a necessary
consent to such Asset Disposition or by applicable law, be repaid out of the
proceeds from such Asset Disposition, (iii) all distributions and other payments
required to be made to any Person owning a beneficial interest in assets subject
to sale or minority interest holders in Subsidiaries or joint ventures as a
result of such Asset Disposition, (iv) the deduction of appropriate amounts to
be provided by the seller as a reserve, in accordance with GAAP, against any
liabilities associated with the assets disposed of in such Asset Disposition,
provided, however, that upon any reduction in such reserves (other than to the
extent resulting from payments of the respective reserved liabilities), Net
Available Cash shall be increased by the amount of such reduction to reserves,
and retained by the Corporation or any Restricted Subsidiary of the Corporation
after such Asset Disposition and (v) any portion of the purchase price from an
Asset Disposition placed in escrow (whether as a reserve for adjustment of the
purchase price, for satisfaction of indemnities in respect of such Asset
Disposition or otherwise in connection with such Asset Disposition); provided,
however, that upon the termination of such escrow, Net Available Cash shall be
increased by any portion of funds therein released to the Corporation or any
Restricted Subsidiary.

                     "Net Cash Proceeds" with respect to any issuance or sale of
Capital Stock, means the cash proceeds of such issuance or sale net of
attorneys' fees, accountants' fees, underwriters' or placement agents' fees,
discounts or commissions and brokerage, consultant and other fees actually
incurred in connection with such issuance or sale and net of taxes paid or
payable as a result of such issuance or sale.

                     "Net Income" means, with respect to any Person for any
period, the net income (loss) of such Person determined in accordance with GAAP.

                     "New Senior Secured Facilities" means Indebtedness of the
Corporation and its Restricted Subsidiaries under a revolving credit facility in
an aggregate principal amount not greater than $25 million (including a letter
of credit sublimit of $10 million) and $85,000,000 aggregate principal amount of
senior secured floating rate notes.


                                       37
<PAGE>
                     "Non-Recourse Debt" means Indebtedness (i) as to which
neither the Corporation nor any Restricted Subsidiary (a) provides any guarantee
or credit support of any kind (including any undertaking, guarantee, indemnity,
agreement or instrument that would constitute Indebtedness) or (b) is directly
or indirectly liable (as a guarantor, general partner or otherwise) and (ii) no
default with respect to which (including any rights that the holders thereof may
have to take enforcement action against an Unrestricted Subsidiary) would permit
(upon notice, lapse of time or both) any holder of any other Indebtedness of the
Corporation or any Restricted Subsidiary to declare a default under such other
Indebtedness or cause the payment thereof to be accelerated or payable prior to
its Stated Maturity.

                     "Notes" means the $155,000,000 aggregate principal amount
of 11% Senior Notes due 2004 issued by the Corporation on the Issue Date.

                     "Parity Stock" shall have the meaning ascribed to it in
paragraph (b) hereof.

                     "Permitted Business" means any business which is the same
as or related, ancillary or complementary to any of the businesses of the
Corporation and its Restricted Subsidiaries on the Issue Date.

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

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

                     A "Public Market" exists at any time with respect to the
common stock of the Corporation if (i) the common stock of the Corporation is
then registered with the Securities and Exchange Commission pursuant to Section
12(b) or 12(g) of the Exchange Act and traded either on a national securities
exchange or in the National Association of Securities Dealers Automated
Quotation System and (ii) at least 15% of the total issued and outstanding
common stock of the Corporation, as applicable, has been distributed prior to
such time by means of an effective registration statement under the Securities
Act.

                     "Purchase Money Indebtedness" means any Indebtedness
incurred in the ordinary course of business by a Person to finance the cost
(including the cost of construction) of an item of property, the principal
amount of which Indebtedness does not exceed the sum of (i) 100% of such cost
and (ii) reasonable fees and expenses of such Person incurred in connection
therewith.


                                       38
<PAGE>
                     "Redemption Date", with respect to any shares of Senior
Exchange Preferred Stock or Senior Preferred Stock, means the date on which such
shares are redeemed by the Corporation.

                     "Redemption Notice" shall have the meaning ascribed to it
in paragraph (e)(iii) hereof.

                     "Refinancing Indebtedness" means Indebtedness that refunds,
refinances, replaces, renews, repays or extends (including pursuant to any
defeasance or discharge mechanism) (collectively, "refinances," and "refinanced"
shall have a correlative meaning) any Indebtedness existing on the date of the
Indenture or Incurred in compliance with the Indenture (including Indebtedness
of the Corporation that refinances Indebtedness of any Restricted Subsidiary and
Indebtedness of any Restricted Subsidiary that refinances Indebtedness of
another Restricted Subsidiary) including Indebtedness that refinances
Refinancing Indebtedness; provided, however, that (i) the Refinancing
Indebtedness has a Stated Maturity no earlier than the earlier of (A) the first
anniversary of the Stated Maturity of the Notes and (B) the Stated Maturity of
the Indebtedness being refinanced, (ii) the Refinancing Indebtedness has an
Average Life at the time such Refinancing Indebtedness is Incurred that is equal
to or greater than the lesser of (A) the Average Life of the Notes and (B) the
Average Life of the Indebtedness being refinanced, (iii) the Refinancing
Indebtedness is subordinated to the Notes on the same terms as the Indebtedness
being refinanced if such Indebtedness is subordinate to the Notes and, (iv) the
Refinancing Indebtedness is in an aggregate principal amount (or if issued with
original issue discount, an aggregate issue price) that is equal to (or 101% of,
in the case of a refinancing of the Notes in connection with a Change of
Control) or less than the sum of the aggregate principal amount (or if issued
with original issue discount, the aggregate accredited value) then outstanding
of the Indebtedness being refinanced (plus the amount of any premium required to
be paid in connection therewith and reasonable fees and expenses therewith)
provided, further, that Refinancing Indebtedness shall not include Indebtedness
of a Subsidiary which refinances Indebtedness of the Corporation.

                     "Registration Rights Agreement" means the Preferred Stock
Registration Rights Agreement dated as of the Issue Date among the Corporation
and NatWest Capital Markets Limited.

                     "Regular Dividend Payment Date" means March 15, June 15,
September 15 and December 15 of each year.

                     "Regular Dividend Record Date" means March 1, June 1,
September 1 and December 1 of each year.

                     "Regular Dividends" shall have the meaning ascribed to it
in paragraph (c)(i) hereof.

                     "Restricted Payment" shall have the meaning ascribed to it
in paragraph (l)(ii) hereof.


                                       39
<PAGE>
                     "Restricted Subsidiary" means any Subsidiary of the
Corporation other than an Unrestricted Subsidiary.

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

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

                     "Senior Exchange Preferred Stock" shall have the meaning
ascribed to in paragraph (a) hereof, such stock being the series publicly
offered in exchange for the Senior Preferred Stock as contemplated by the
Registration Rights Agreement and having terms identical in all material
respects to the Senior Preferred Stock.

                     "Senior Preferred Stock" shall have the meaning ascribed to
it in paragraph (a) of the Corporation's certificate of designation, dated as of
June 25, 1997, governing the 12% Senior Payment-In-Kind Preferred Stock.

                     "Senior Stock" shall have the meaning ascribed to it in
paragraph (b) hereof.

                     "Stated Maturity" means, with respect to any security, the
date specified in such security as the fixed date on which the payment of
principal of such security is due and payable, including pursuant to any
mandatory redemption provision.

                     "Subordinated Obligations" means any Indebtedness of the
Corporation (whether outstanding on the Issue Date or thereafter Incurred) which
is subordinate or junior in right of payment to the Notes pursuant to a written
agreement.

                     "Subsidiary" of any Person incorporated in the United
States means any corporation, association, partnership or other business entity
organized in the United States of which more than 50% of the total voting power
of shares of Capital Stock or other interests (including partnership interests)
entitled (without regard to the occurrence of any contingency) to vote in the
election of directors, managers or trustees thereof is at the time owned or
controlled, directly or indirectly, by (i) such Person, (ii) such Person and one
or more Subsidiaries of such Person or (iii) one or more Subsidiaries of such
Person. Unless otherwise specified herein, each reference to a Subsidiary shall
refer to a Subsidiary of the Corporation.

                     "Subsidiary Guarantees" means the guarantees of the Notes
by the Subsidiary Guarantors (as such term is defined in the Indenture).

                     "Successor Corporation" shall have the meaning ascribed to
it in paragraph (g) hereof.


                                       40
<PAGE>
                     "Triggering Event" shall have the meaning ascribed to it in
paragraph (f)(iii) hereof.

                     "Unrestricted Subsidiary" means (i) any Subsidiary of the
Corporation that at the time of determination shall be designated an
Unrestricted Subsidiary by the Board of Directors in the manner provided below
and (ii) any Subsidiary of an Unrestricted Subsidiary. The Board of Directors
may designate any Subsidiary of the Corporation (including any newly acquired or
newly formed Subsidiary of the Corporation) to be an Unrestricted Subsidiary
unless such Subsidiary or any of its Subsidiaries owns any Capital Stock or
Indebtedness of, or owns or holds any Lien on any property of, the Corporation
or any Restricted Subsidiary of the Corporation that is not a Subsidiary of the
Subsidiary to be so designated; provided, however, each Subsidiary to be so
designated and each of its Subsidiaries has not at the time of designation, and
does not thereafter, create, incur, issue, assume, guarantee or otherwise become
directly or indirectly liable with respect to any Indebtedness pursuant to which
the lender has recourse to any of the assets of the Corporation or any of its
Restricted Subsidiaries and either (A) the Subsidiary to be so designated has
total consolidated assets of $10,000 or less or (B) if such Subsidiary has
consolidated assets greater than $10,000, then such designation would be
permitted under "Limitation on Restricted Payments." The Board of Directors may
designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided,
however, that immediately after giving effect to such designation (x) the
Corporation could Incur $1.00 of additional Indebtedness under the first
sentence of paragraph (l)(i) and (y) no Triggering Event shall have occurred and
be continuing. Any such designation by the Board of Directors shall be evidenced
to the Trustee by promptly filing with the Trustee a copy of the Board
Resolution giving effect to such designation and an Officers' Certificate
certifying that such designation complied with the foregoing provisions.

                     "Wholly-Owned Subsidiary" means a Restricted Subsidiary of
the Corporation, at least 99% of Capital Stock of which (other than directors'
qualifying shares) is owned by the Corporation or another Wholly-Owned
Subsidiary.






                                       41