EXHIBIT 4.10
================================================================================



                      NORTH ATLANTIC TRADING COMPANY, INC.,
                                   as Issuer,

                            FRED STOKER & SONS, INC.
                    INTERNATIONAL FLAVORS & TECHNOLOGY, INC.
                          NATIONAL TOBACCO COMPANY, LP
                      NATIONAL TOBACCO FINANCE CORPORATION
                     NORTH ATLANTIC CIGARETTE COMPANY, INC.
                     NORTH ATLANTIC OPERATING COMPANY, INC.
                                 RBJ SALES, INC.
                           SELECT TOBACCO BRANDS, INC.
                                  STOKER, INC.,
                                 as Guarantors,

                                       and

                WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION,
                                   as Trustee

                          9 1/4% SENIOR NOTES DUE 2012

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

                                    INDENTURE

                          Dated as of February 17, 2004

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




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


<PAGE>
                             CROSS-REFERENCE TABLE*
                                                                    INDENTURE
TRUST INDENTURE ACT SECTION                                          SECTION
----------------------------------------------------------------    ------------
310    (a)(1)....................................................      7.10
       (a)(2)....................................................      7.10
       (a)(3)....................................................      N.A.
       (a)(4)....................................................      N.A.
       (a)(5)....................................................      7.10
       (b).......................................................      7.10
       (c).......................................................      N.A.
311    (a).......................................................      7.11
       (b).......................................................      7.11
       (c).......................................................      N.A.
312    (a).......................................................      2.05
       (b).......................................................      11.03
       (c).......................................................      11.03
313    (a).......................................................      7.06
       (b)(1)....................................................      7.06
       (b)(2)....................................................      7.06
       (c).......................................................      7.06
       (d).......................................................      7.06
314    (a).......................................................      4.04
       (b).......................................................      N.A.
       (c)(1)....................................................      11.05
       (c)(2)....................................................      11.05
       (c)(3)....................................................      N.A.
       (d).......................................................      N.A.
       (e).......................................................      11.05
       (f).......................................................      N.A.
315    (a).......................................................      7.01
       (b).......................................................      7.05
       (c).......................................................      7.01
       (d).......................................................   6.05; 7.01
       (e).......................................................      6.11
316    (a).......................................................      1.01
       (a)(1)A)..................................................      6.02
       (a)(1)(B).................................................      6.04
       (a)(2)....................................................      N.A.
       (b).......................................................      6.07
       (c).......................................................      2.17
317    (a)(1)....................................................      6.08
       (a)(2)....................................................      6.09
       (b).......................................................      2.04
318    (a).......................................................      11.01
       (b).......................................................      N.A.
       (c).......................................................      11.01

------------------------------------------
* This Cross-Reference Table is not part of the Indenture.
  N.A. means not applicable.



<PAGE>
                                TABLE OF CONTENTS


                                    ARTICLE 1

                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

<TABLE>
<S>                    <C>                                                                                              <C>

                                                                                                                              PAGE

Section 1.01.          Definitions...............................................................................................1
Section 1.02.          Other Definitions........................................................................................19
Section 1.03.          Incorporation by Reference of Trust Indenture Act........................................................19
Section 1.04.          Rules of Construction....................................................................................20

                                    ARTICLE 2

                                 THE SECURITIES

Section 2.01.          Form and Dating..........................................................................................20
Section 2.02.          Execution and Authentication.............................................................................21
Section 2.03.          Registrar and Paying Agent...............................................................................22
Section 2.04.          Paying Agent to Hold Money in Trust......................................................................22
Section 2.05.          Holder Lists.............................................................................................22
Section 2.06.          Transfer and Exchange....................................................................................23
Section 2.07.          Replacement Notes........................................................................................34
Section 2.08.          Outstanding Notes........................................................................................34
Section 2.09.          Treasury Notes...........................................................................................35
Section 2.10.          Temporary Notes..........................................................................................35
Section 2.11.          Cancellation.............................................................................................35
Section 2.12.          Defaulted Interest.......................................................................................35
Section 2.13.          CUSIP Number.............................................................................................36
Section 2.14.          Deposit of Moneys........................................................................................36
Section 2.15.          Persons Deemed Owners....................................................................................36
Section 2.16.          Record Date..............................................................................................36

                                    ARTICLE 3

                                   REDEMPTION

Section 3.01.          Notices to Trustee.......................................................................................36
Section 3.02.          Selection of Notes to Be Redeemed........................................................................37
Section 3.03.          Notice of Redemption.....................................................................................37
Section 3.04.          Effect of Notice of Redemption...........................................................................38
Section 3.05.          Deposit of Redemption Price..............................................................................38
Section 3.06.          Notes Redeemed in Part...................................................................................38
Section 3.07.          Optional Redemption......................................................................................38
Section 3.08.          Mandatory Redemption.....................................................................................39
Section 3.09.          Offer to Purchase by Application of Excess Proceeds......................................................39


                                        i
<PAGE>
                                    ARTICLE 4

                                    COVENANTS

                                                                                                                              PAGE

Section 4.01.          Payment of Notes.........................................................................................41
Section 4.02.          Maintenance of Office or Agency..........................................................................41
Section 4.03.          SEC Reports..............................................................................................41
Section 4.04.          Compliance Certificates..................................................................................42
Section 4.05.          Taxes....................................................................................................43
Section 4.06.          Stay, Extension and Usury Laws...........................................................................43
Section 4.07.          Limitation on Restricted Payments........................................................................43
Section 4.08.          Limitation on Distributions from Restricted Subsidiaries.................................................46
Section 4.09.          Limitation on Incurrence of Indebtedness.................................................................47
Section 4.10.          Limitation on Asset Dispositions.........................................................................49
Section 4.11.          Limitation on Transactions with Affiliates...............................................................50
Section 4.12.          Limitation on Liens......................................................................................52
Section 4.13.          Corporate Existence......................................................................................52
Section 4.14.          Change of Control........................................................................................52

                                    ARTICLE 5

                                   SUCCESSORS

Section 5.01.          Limitations on Merger, Consolidation or Sale of Assets...................................................53
Section 5.02.          Successor Company Substituted............................................................................54

                                    ARTICLE 6

                              DEFAULTS AND REMEDIES

Section 6.01.          Events of Default........................................................................................54
Section 6.02.          Acceleration.............................................................................................56
Section 6.03.          Other Remedies...........................................................................................56
Section 6.04.          Waiver of Past Defaults..................................................................................56
Section 6.05.          Control by Majority......................................................................................57
Section 6.06.          Limitation on Suits......................................................................................57
Section 6.07.          Rights of Holders to Receive Payment.....................................................................57
Section 6.08.          Collection Suit by Trustee...............................................................................57
Section 6.09.          Trustee May File Proofs of Claim.........................................................................58
Section 6.10.          Priorities...............................................................................................58
Section 6.11.          Undertaking for Costs....................................................................................59

                                    ARTICLE 7

                                     TRUSTEE

Section 7.01.          Duties of Trustee........................................................................................59
Section 7.02.          Rights of Trustee........................................................................................60
Section 7.03.          Individual Rights of Trustee.............................................................................60
Section 7.04.          Trustee's Disclaimer.....................................................................................61
Section 7.05.          Notice of Defaults.......................................................................................61


                                       ii
<PAGE>
                                                                                                                              PAGE

Section 7.06.          Reports by Trustee to Holders............................................................................61
Section 7.07.          Compensation and Indemnity...............................................................................61
Section 7.08.          Replacement of Trustee...................................................................................62
Section 7.09.          Successor Trustee by Merger, Etc.........................................................................63
Section 7.10.          Eligibility; Disqualification............................................................................63
Section 7.11.          Preferential Collection of Claims Against the Company....................................................63

                                    ARTICLE 8

                             DISCHARGE OF INDENTURE

Section 8.01.          Discharge of Liability on Securities; Defeasance.........................................................64
Section 8.02.          Conditions to Defeasance.................................................................................65
Section 8.03.          Application of Trust Money...............................................................................66
Section 8.04.          Repayment to the Company.................................................................................66
Section 8.05.          Indemnity for Government Obligations.....................................................................66
Section 8.06.          Reinstatement............................................................................................66

                                    ARTICLE 9

                                   AMENDMENTS

Section 9.01.          Without Consent of Holders...............................................................................67
Section 9.02.          With Consent of Holders..................................................................................68
Section 9.03.          Compliance with Trust Indenture Act......................................................................69
Section 9.04.          Revocation and Effect of Consents........................................................................69
Section 9.05.          Notation on or Exchange of Securities....................................................................69
Section 9.06.          Trustee to Sign Amendments, Etc..........................................................................70

                                   ARTICLE 10

                       SUBSIDIARY GUARANTEE OF SECURITIES

Section 10.01.         Subsidiary Guarantee.....................................................................................70
Section 10.02.         Execution and Delivery of Subsidiary Guarantee...........................................................71
Section 10.03.         Subsidiary Guarantee Unconditional, etc..................................................................71
Section 10.04.         Limitation of Guarantor's Liability......................................................................72
Section 10.05.         Contribution.............................................................................................72
Section 10.06.         Release..................................................................................................72
Section 10.07.         Additional Guarantors....................................................................................72
Section 10.08.         Successors and Assigns...................................................................................73

                                   ARTICLE 11

                                  MISCELLANEOUS

Section 11.01.         Trust Indenture Act Controls.............................................................................73
Section 11.02.         Notices..................................................................................................73
Section 11.03.         Communication by Holders with Other Holders..............................................................74
Section 11.04.         Certificate and Opinion as to Conditions Precedent.......................................................74
Section 11.05.         Statements Required in Certificate or Opinion............................................................74

                                      iii
<PAGE>
                                                                                                                              PAGE

Section 11.06.         Rules by Trustee and Agents..............................................................................75
Section 11.07.         Legal Holidays...........................................................................................75
Section 11.08.         No Recourse Against Others...............................................................................75
Section 11.09.         Duplicate Originals......................................................................................75
Section 11.10.         Governing Law............................................................................................75
Section 11.11.         No Adverse Interpretation of Other Agreements............................................................75
Section 11.12.         Successors...............................................................................................76
Section 11.13.         Severability.............................................................................................76
Section 11.14.         Counterpart Originals....................................................................................76
Section 11.15.         Table of Contents, Headings, Etc.........................................................................76

</TABLE>

EXHIBITS
--------

EXHIBIT A   --  Form of Note and Subsidiary Guarantee

EXHIBIT B   --  Form of Certificate of Transfer

EXHIBIT C   --  Form of Certificate of Exchange

EXHIBIT D   --  Form of Certificate of Acquiring Institutional Accredited
                Investor



                                       iv
<PAGE>
                INDENTURE, dated as of February 17, 2004, among North Atlantic
Trading Company, Inc., a Delaware corporation (the "Company"), the Guarantors
listed on the signature pages hereto and Wells Fargo Bank Minnesota, National
Association, a national banking association, as Trustee (as defined).

                The Company has duly authorized the creation of an issue of 9
1/4% Senior Notes due 2012 and, to provide therefor, the Company and the
Guarantors have duly authorized the execution and delivery of this Indenture.
All things necessary to make the Notes when duly issued and executed by the
Company, and authenticated and delivered hereunder, the valid obligations of the
Company and the Guarantors, and to make this Indenture a valid and binding
agreement of the Company and the Guarantors, have been done.

                The Company, the Guarantors and the Trustee agree as follows for
the benefit of each other and for the equal and ratable benefit of the Holders
of the Notes:

                                    ARTICLE 1

                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

Section 1.01.   Definitions.

                "Acquired Indebtedness" means Indebtedness Incurred and
outstanding on the date on which such Restricted Subsidiary was acquired by the
Company (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 Company).

                "Additional Assets" means (1) any property or assets (other than
Indebtedness and Capital Stock) to be used in the business of the Company or any
Restricted Subsidiary; (2) the Capital Stock of a Person that becomes a
Restricted Subsidiary as a result of the acquisition of such Capital Stock by
the Company or a Restricted Subsidiary of the Company; or (3) Permitted
Investments of the type and in the amounts described in clause (8) of the
definition thereof.

                "Additional Notes" means additional Notes (other than the
Initial Notes) issued under this Indenture in accordance with Section 2.02 and
4.09.

                "Adjusted Net Assets" of a Guarantor at any date shall mean the
lesser of the amount by which (x) the fair value of the property of such
Guarantor exceeds the total amount of liabilities, including, without
limitation, the probable liability of such Guarantor with respect to its
contingent liabilities (after giving effect to all other fixed and contingent
liabilities incurred or assumed on such date), but excluding liabilities under
the Subsidiary Guarantee, of such Guarantor at such date and (y) the present
fair salable value of the assets of such Guarantor at such date exceeds the
amount that will be required to pay the probable liability of such Guarantor on
its debts (after giving effect to all other fixed and contingent liabilities
incurred or assumed on such date and after giving effect to any collection from
any Subsidiary by such Guarantor in respect of the obligations of such
Subsidiary under the Subsidiary Guarantee), excluding debt in respect of the
Subsidiary Guarantee, as they become absolute and matured.

                "Affiliate" of any specified person means any other Person,
directly or indirectly, controlling or controlled by or under direct or indirect
common control with such specified Person. For the purposes of this definition,
"control" when used with respect to any Person means the power to direct the
management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms
"controlling" and "controlled" have meanings correlative to the foregoing.


                                       1
<PAGE>
               "Agent" means any Registrar, Paying Agent or co-registrar.

               "Applicable Premium" means, with respect to any Note on any
applicable redemption date, the greater of:

               (1) 1.0% of the then outstanding principal amount of the Note;
          and

               (2) the excess of:

                    (a) the present value at such redemption date of (i) the
               redemption price of the Notes at March 1, 2008 as set forth in
               Section 3.07 plus (ii) all required interest payments due on such
               Note through March 1, 2008 (excluding accrued but unpaid
               interest), computed using a discount rate equal to the Treasury
               Rate as of such redemption date plus 50 basis points; over

                    (b) the then outstanding principal amount of the Note.

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

               "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 Capital Stock of 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 Company or any of its Restricted Subsidiaries (including
any disposition by means of a merger, consolidation or similar transaction)
other than:

               (1) a disposition by a Restricted Subsidiary to the Company or by
          the Company or a Restricted Subsidiary to another Restricted
          Subsidiary;

               (2) a disposition of inventory or other property in the ordinary
          course of business;

               (3) a disposition of obsolete or worn out equipment or any other
          property (including inventory) that, in the reasonable judgment of the
          Company, is obsolete or worn out and is no longer useful in the
          conduct of the business of the Company and its Restricted
          Subsidiaries;

               (4) dispositions of property for net proceeds which, when taken
          collectively with the net proceeds of any other such dispositions
          under this clause (4) that were consummated since the beginning of the
          calendar year in which such disposition is consummated, do not exceed
          $2.0 million; and

               (5) for purposes of Section 4.10 only, transactions permitted
          under Section 5.01.

               Notwithstanding anything to the contrary contained above, a
Restricted Payment made in compliance with Section 4.07 shall not constitute an
Asset Disposition except for purposes of determinations of the Consolidated
Leverage Ratio.


                                       2
<PAGE>
               "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 (1) the sum of the products of (a) 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 Preferred
Stock and (b) the amount of such payment by (2) the sum of all such payments.

               "Bankruptcy Code" means Title 11, United States Bankruptcy Code
of 1978, as amended.

               "Bankruptcy Law" means the Bankruptcy Code or any similar United
States federal or state law relating to bankruptcy, insolvency, receivership,
winding-up, liquidation, reorganization or relief of debtors or any amendment
to, succession to or change in any such law.

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

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

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

               "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.

               "Cash Equivalents" means:

               (1) securities issued or directly and fully guaranteed or insured
          by the United States government or any agency or instrumentality
          thereof;

               (2) certificates of deposit, time deposits and eurodollar time
          deposits with maturities of one year or less from the date of
          acquisition, bankers' acceptances with maturities not exceeding one
          year and overnight bank deposits, in each case with any commercial
          bank having capital and surplus in excess of $500 million;


                                       3
<PAGE>
               (3) repurchase obligations for underlying securities of the types
          described in clause (1) entered into with any financial institution
          meeting the qualifications specified in clause (2) above;

               (4) commercial paper rated A-1 or the equivalent thereof by
          Moody's or S&P and in each case maturing within one year after the
          date of acquisition;

               (5) readily marketable direct obligations issued by any state of
          the United States of America or any political subdivision thereof
          maturing within one year from the date of acquisition thereof having
          one of the two highest rating categories obtainable from either
          Moody's or S&P and

               (6) investment funds investing at least 95% of their assets in
          securities of the types described in clauses (1)-(5) above.

               "Change of Control" means (1) any sale, lease, exchange or other
disposition (in one transaction or a series of related transactions) of all or
substantially all of the assets of the Company and its Subsidiaries; (2) a
majority of the Board of Directors of the Company or of Parent shall consist of
Persons who are not Continuing Directors of the Company or Parent, as the case
may be; or (3) any Person or group of related Persons (other than the Management
Group) for purposes of Section 13(d) of the Exchange Act, becomes the beneficial
owner 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 Company or of Parent.

               "Clearstream" means Clearstream Banking, S.A.

               "Commission" means the U.S. Securities and Exchange Commission or
its successor.

               "Commodity Agreement" means, in respect of a Person, any forward
contract, commodity swap agreement, commodity option agreement or other similar
agreement or arrangement designed to protect such Person against fluctuations in
commodity prices.

               "Company" means North Atlantic Trading Company, Inc., a Delaware
corporation, until a successor replaces it in accordance with Article 5 hereof
and thereafter means the successor.

               "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: (1) income tax expense, (2)
Consolidated Interest Expense, (3) depreciation expense, (4) amortization
expense, (5) non-recurring expenses Incurred in 2003 not to exceed $1.1 million
in the aggregate relating to (i) marketing expenses Incurred for a cancelled
promotions program, (ii) fees to an accounting firm for a one-time consulting
project, (iii) severance costs related to headcount reductions and (iv)
recruitment costs for executive positions and sales staff, (6) special incentive
payments not to exceed $2.3 million made to employees on the Issue Date as
described in the Offering Memorandum under the caption "Use of Proceeds" and (7)
all other non-cash items, including LIFO adjustments, stock option expense and
post retirement expense, 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 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 Company 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.


                                       4
<PAGE>
               "Consolidated Interest Expense" means, for any period, the total
interest expense of the Company and its Restricted Subsidiaries determined in
accordance with GAAP, plus, to the extent not included in such interest expense:

               (1) interest expense attributable to Capitalized Lease
          Obligations;

               (2) amortization of debt discount;

               (3) capitalized interest;

               (4) non-cash interest expense;

               (5) commissions, discounts and other fees and charges owed with
          respect to letters of credit and bankers' acceptance financing;

               (6) interest actually paid by the Company or any such Restricted
          Subsidiary under any Guarantee of Indebtedness or other obligation of
          any other Person;

               (7) net payments (whether positive or negative) pursuant to
          Interest Rate Agreements;

               (8) 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
          Company) in connection with Indebtedness Incurred by such plan or
          trust; and

               (9) cash and Disqualified Stock dividends in respect of all
          Preferred Stock of Subsidiaries and Disqualified Stock of the Company
          held by Persons other than the Company or a Restricted Subsidiary of
          the Company

               and less:

               (a) to the extent included in such interest expense, the
          amortization of capitalized debt issuance costs; and

               (b) interest income.

               "Consolidated Leverage Ratio" as of any date of determination
means the ratio of (1) Consolidated Total Indebtedness as of the date of such
determination to (2) 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;
provided, however, that:

               (a) if the Company 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 Leverage Ratio
          that remains outstanding or if the transaction giving rise to the need
          to calculate the Consolidated Leverage Ratio is an Incurrence of
          Indebtedness, or both, Consolidated Cash Flow and Consolidated Total
          Indebtedness for such period, or on the date of determination, as the
          case may be, 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 to the extent


                                       5
<PAGE>
          such Indebtedness reflects working capital requirements in the
          ordinary course and is Incurred under a revolving credit facility (or
          similar arrangement or under any predecessor revolving credit or
          similar arrangement) the actual historical balances of such
          Indebtedness shall be considered 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 the Company 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 Leverage 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;

               (c) if since the beginning of such period the Company or any of
          its Restricted Subsidiaries (by merger or otherwise) shall have made
          an Investment in any Person which becomes a Restricted Subsidiary of
          the Company as a result thereof or made 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, business or division, Consolidated Cash Flow 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 (including (i)
          any pro forma expense and cost reductions calculated on a basis
          consistent with Regulation S-X under the Exchange Act, (ii) except in
          the case of the Stoker Acquisition, pro forma expense and cost
          reductions which the Company determines in good faith (as evidenced by
          a resolution of the Board of Directors of the Company and a
          certificate of the chief financial officer of the Company) will be
          realized as a result of cost savings initiatives implemented prior to
          (or expected to be implemented with six months following) such
          Investment or acquisition and which arise from such Investment or
          acquisition and (iii) in the case of the Stoker Acquisition only,
          reductions to insurance expense as described in the Offering
          Memorandum under the heading "Summary Consolidated Historical and
          Unaudited Pro Forma Consolidated Financial Data"); and

               (d) if since the beginning of such period any Person (that
          subsequently became a Restricted Subsidiary of the Company or was
          merged with or into the Company or any Restricted Subsidiary of the
          Company since the beginning of such period) shall have made any Asset
          Disposition, Investment or acquisition of assets that would have
          required an adjustment pursuant to clause (b) or (c) above if made by
          the Company or a Restricted Subsidiary of the Company during such
          period, Consolidated Cash Flow for such period shall be calculated
          after giving pro forma effect thereto (as would have been determined
          in accordance with clause (b) or (c) above, as applicable) as if such
          Asset Disposition, Investment or acquisition occurred on the first day
          of such period.

               "Consolidated Net Income" means, for any period, the consolidated
net income (loss) of the Company and its Restricted Subsidiaries determined in
accordance with GAAP; provided, however, that there shall not be included in
such Consolidated Net Income:

               (1) any net income (but not loss) of any Restricted Subsidiary of
          the Company to the extent that the payment of dividends or the making
          of distributions by such Restricted Subsidiary, directly or
          indirectly, to the Company is restricted by contract, operation of law
          or otherwise;


                                       6
<PAGE>
               (2) any after-tax gain or loss realized upon the sale or other
          disposition of any assets of the Company or its 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;

               (3) any extraordinary gain or loss (determined on an after-tax
          basis);

               (4) the cumulative effect of a change in accounting principles;

               (5) 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 Company 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 Company or any of its Restricted
          Subsidiaries in such Person;

               (6) any non-cash expenses attributable to grants or exercises of
          employee stock options; and

               (7) except for purposes of calculating Consolidated Cash Flow (as
          set forth in the definition of "Consolidated Cash Flow"), in the case
          of a successor to the Company by consolidation or merger or as a
          transferee of the Company's assets, any net income (or loss) of the
          successor corporation prior to such consolidation, merger or transfer
          of assets.

               In addition, Consolidated Net Income shall be reduced by the
amount of any payments to or on behalf of Parent made pursuant to clause (10) of
the last paragraph of the covenant described in Section 4.11. Notwithstanding
the foregoing, for the purpose of Section 4.07 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 Company or a
Restricted Subsidiary to the extent such dividends, repayments or transfers
increase the amount of Restricted Payments permitted under such Section.

               "Consolidated Total Indebtedness" means, on any date, the
aggregate Indebtedness of the Company and its Restricted Subsidiaries on such
date, determined on a consolidated basis.

               "Continuing Director" of any Person means, as of the date of
determination, any Person who (1) was a member of the Board of Directors of such
Person on the date of the Indenture or (2) 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.

               "Corporate Trust Office of the Trustee" shall be at the address
of the Trustee specified in Section 11.02 or such other address as to which the
Trustee may give notice to the Company.

               "Credit Facilities" means one or more debt facilities (including,
without limitation, the New Senior Secured Facilities), commercial paper
facilities or indentures, in each case with banks or other institutional lenders
or a trustee providing for revolving credit loans, term loans, letters of credit
or issuances of notes, in each case as amended, modified, renewed, refunded,
replaced, restated, substituted or refinanced in whole or in part from time to
time.

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


                                       7
<PAGE>
               "Default" means any event which is, or after notice or passage of
time or both would be, an Event of Default.

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

               "Depositary" means The Depository Trust Company, its nominees and
successors.

               "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), (1) 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
Stated Maturity of the Notes, or (2) 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 (1) above, in each case at any time prior to the
Stated Maturity of the Notes.

               "Equity Offering" means an offering for cash by the Company or
Parent of its common stock, or options, 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 of the Commission promulgated thereunder.

               "Exchange Notes" means debt securities of the Company issued
pursuant to Section 2.02 in exchange for, and in an aggregate principal amount
at maturity equal to, the Notes being exchanged, in compliance with the terms of
a Registration Rights Agreement.

               "Exchange Offer" means the Exchange Offer as defined in the
Registration Rights Agreement.

               "Exchange Offer Registration Statement" means the Exchange Offer
Registration Statement as defined in the Registration Rights Agreement.

               "Existing Indebtedness" means Indebtedness of the Company or its
Restricted Subsidiaries in existence on the Issue Date after application of the
net proceeds of the sale of the Notes as described in the Offering Memorandum.

               "Euroclear" means the Euroclear System.

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

               "GAAP" means generally accepted accounting principles in the
United States of America as in effect as of the date of this 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 are approved by a significant
segment of the accounting profession. Unless otherwise specified, all ratios and
computations based on GAAP contained in this Indenture shall be computed in
conformity with GAAP.


                                       8
<PAGE>
               "Global Note Legend" means the legend set forth in Section
2.06(g)(2) which is required to be placed on all Global Notes issued under this
Indenture.

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

               "Guarantee" 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
(1) 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 (2) 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.

               "Guarantor" means each Subsidiary of the Company in existence on
the Issue Date and each Subsidiary (other than Unrestricted Subsidiaries)
created or acquired by the Company after the Issue Date.

               "Hedging Agreement" means, with respect to any Person, any
Interest Rate Agreement, Currency Agreement or Commodity Agreement of such
Person.

               "Holdco Notes" means the senior discount notes due 2014 issued by
Parent on the Issue Date.

               "Holder" means a registered holder of one or more Notes.

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

               "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):

               (1) the principal of and premium (if any) in respect of
          indebtedness of such Person for borrowed money;


                                       9
<PAGE>
               (2) the principal of and premium (if any) in respect of
          obligations of such Person evidenced by bonds, debentures, notes or
          other similar instruments;

               (3) 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 (1), (2) and (5)) 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 Days following
          receipt by such Person of a demand for reimbursement following payment
          on the letter of credit);

               (4) 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;

               (5) all Capitalized Lease Obligations and all Attributable
          Indebtedness of such Person;

               (6) 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;

               (7) all Indebtedness of other Persons to the extent Guaranteed by
          such Person;

               (8) the amount of all obligations of such Person with respect to
          the redemption, repayment or other repurchase of any Disqualified
          Stock or, with respect to any Restricted Subsidiary of the Company,
          any Preferred Stock of such Restricted Subsidiary to the extent such
          obligation arises on or before the Stated Maturity of the Notes (but
          excluding, in each case, accrued dividends); and

               (9) to the extent not otherwise included in this definition,
          obligations under Hedging 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. With respect to Indebtedness of
another Person secured by a Lien on the assets of the Company or any of its
Restricted Subsidiaries, the amount of such Indebtedness shall be limited to the
lesser of the Fair Market Value of the property secured or the amount of the
secured Indebtedness.

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

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

               "Initial Notes" means the $200.0 million principal amount of 9
1/4% Senior Notes due 2012 of the Company issued on the Issue Date.

               "Initial Purchasers" means Citigroup Global Markets Inc. and RBC
Capital Markets Corporation.


                                       10
<PAGE>
               "Interest Payment Date" means March 1 and September 1 of each
year, commencing on September 1, 2004.

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

               "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
Section 4.07, (1) "Investment" shall include the portion (proportionate to the
Company'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 Company 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 Company shall
be deemed to continue to have a permanent "Investment" in an Unrestricted
Subsidiary in an amount (if positive) equal to (x) the Company's "Investment" in
such Subsidiary at the time of such redesignation less (y) the portion
(proportionate to the Company'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 (2) 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 evidenced by a
resolution of such Board of Directors certified in an Officers' Certificate to
the Trustee.

               "Issue Date" means February 17, 2004, the date on which the
Initial Notes are originally issued.

               "Letter of Transmittal" means the letter of transmittal to be
prepared by the Company and sent to all Holders of the Notes for use by such
Holders in connection with the Exchange Offer.

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

               "Management Group" means Thomas F. Helms, Jr., David I. Brunson
and other members of senior management of the Company on the Issue Date.

               "Maturity Date" means March 1, 2012.

               "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:

               (1) 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;


                                       11
<PAGE>
               (2) 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;

               (3) 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;

               (4) 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

               (5) 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 Company 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.

               "New Senior Secured Facilities" means the Amended and Restated
Loan Agreement, to be dated as of February 17, 2004, among NATC as the borrower,
Parent, certain guarantors, Bank One, N.A., as administrative agent and the
lenders from time to time party thereto, together with the related documents
thereto (including, without limitation, any guarantee agreements, pledge
agreements and security documents), in each case as such agreements may be
amended (including any amendment and restatement thereof), supplemented or
otherwise modified from time to time, including any agreement extending the
maturity of, refinancing, replacing or otherwise restructuring (including by way
of adding Subsidiaries of NATC as additional borrowers or guarantors thereunder)
all or any portion of the Indebtedness under such agreement or any successor or
replacement agreement and whether by the same or any other agent, lender or
group of lenders.

               "Non-Recourse Debt" means Indebtedness (1) as to which neither
the Company 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 (2) 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
Company 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.

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


                                       12
<PAGE>
               "Notes" means, collectively, the Initial Notes, the Exchange
Notes and the Additional Notes, if any, and treated as a single class of notes,
as amended or supplemented from time to time in accordance with the terms
hereof, that are issued pursuant to this Indenture.

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

               "Offering Memorandum" means the offering memorandum of the
Company, dated February 11, 2004, pursuant to which the Initial Notes were
offered.

               "Officer" means the Chairman of the Board, the President, Chief
Financial Officer, any Senior Vice President, any Vice President, the Treasurer,
the Secretary or Assistant Secretary of the Company or, in the case of a
reference to Officers of any of the Guarantors or to an Officers' Certificate to
be delivered by or on behalf of any of the Guarantors, of such Guarantor.

               "Officers' Certificate" means a certificate signed by two
Officers of the Company or a Guarantor, as the case may be, and which complies
with the provisions of Section 11.04 hereof.

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

               "Opinion of Counsel" means a written opinion from legal counsel
who is acceptable to the Trustee, and which complies, if applicable, with the
provisions of Section 11.04 hereof. The counsel may be an employee of or counsel
to the Company or the Trustee.

               "Parent" means North Atlantic Holding Company, Inc.

               "Pari Passu Indebtedness" means any Indebtedness of the Company
or any Guarantor that ranks pari passu as to payment with the Notes or the
Subsidiary Guarantee of such Guarantor, as applicable.

               "Participating Broker-Dealer" means a "Broker-Dealer" as defined
in the Registration Rights Agreement.

               "Participant" means, with respect to the Depositary, Euroclear or
Clearstream, a Person who has an account with the Depositary, Euroclear or
Clearstream, respectively.

               "Permitted Investment" means an Investment by the Company or any
of its Restricted Subsidiaries in:

               (1) a Restricted Subsidiary of the Company;

               (2) another Person if as a result of such Investment such other
          Person becomes a Restricted Subsidiary of the Company or is merged or
          consolidated with or into, or transfers or conveys all or
          substantially all its assets to, the Company or a Restricted
          Subsidiary of the Company;

               (3) Cash Equivalents;


                                       13
<PAGE>
               (4) receivables owing to the Company or any of its Restricted
          Subsidiaries, created or acquired in the ordinary course of business
          and payable or dischargeable in accordance with customary trade terms;

               (5) payroll, travel and similar advances to cover matters that
          are expected at the time of such advances ultimately to be treated as
          expenses for accounting purposes and that are made in the ordinary
          course of business;

               (6) loans and advances to employees made in the ordinary course
          of business consistent with past practices of the Company or such
          Restricted Subsidiary not to exceed $2.0 million at any time;

               (7) stock, obligations or securities received in settlement of
          debts created in the ordinary course of business and owing to the
          Company or any of its Restricted Subsidiaries or in satisfaction of
          judgments or claims;

               (8) Investments not to exceed $7.5 million in the aggregate at
          any time;

               (9) Persons to the extent such Investment is received by the
          Company or any Restricted Subsidiary as consideration for Asset
          Dispositions effected in compliance with Section 4.10 or in connection
          with any sale of assets not constituting an Asset Disposition;

               (10) prepayments and other credits to suppliers made in the
          ordinary course of business consistent with the past practices of the
          Company and its Restricted Subsidiaries;

               (11) Investments in connection with pledges, deposits, payments
          or performance bonds 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

               (12) Investments held by the Company or any Restricted Subsidiary
          on the Issue Date.

               "Permitted Liens" means:

               (1) Liens granted by the Company and the Guarantors which secure
          Indebtedness to the extent the Indebtedness is Incurred pursuant to
          Section 4.09(b)(1);

               (2) Liens in favor of the Company or any Guarantor;

               (3) Liens on property of a Person existing at the time such
          Person is merged into or consolidated with or acquired by the Company
          or any Restricted Subsidiary thereof; provided that such Liens were
          not Incurred in contemplation of such acquisition and do not extend to
          any assets of the Company or its Restricted Subsidiaries other than
          those acquired in connection with such transaction;

               (4) Liens to secure the performance of obligations (including
          letters of credit), surety or appeal bonds, performance bonds or other
          obligations of a like nature Incurred in the ordinary course of
          business;

               (5) Liens existing on the Issue Date;


                                       14
<PAGE>
               (6) Liens in respect of extensions, renewals, refundings or
          refinancings of any Indebtedness secured by the Liens referred to in
          clauses (1), (2), (3) and (5) above and (8) below, provided that the
          Liens in connection with such extensions, renewals, refundings or
          refinancings shall be limited to all or part of the specific property
          which was subject to the original Lien;

               (7) Liens for taxes, assessments or governmental charges or
          claims that are not yet delinquent or that are being contested in good
          faith by appropriate proceedings promptly instituted and diligently
          concluded, provided that any reserve or other appropriate provision as
          shall be required in conformity with GAAP shall have been made
          therefor;

               (8) any Lien securing purchase money obligations Incurred in
          connection with the purchase of real or personal property, provided
          that such Liens do not extend to any property (other than the property
          so purchased) owned by the Company or its Restricted Subsidiaries and
          is not Incurred more than 30 days after the Incurrence of such
          Indebtedness secured by such Lien;

               (9) Liens to secure Capitalized Lease Obligations (except in
          respect of Sale Leaseback Transactions) on real or personal property
          of the Company or any of its Restricted Subsidiaries to the extent
          consummated in compliance with the Indenture, provided that such Liens
          do not extend to or cover any property of the Company of any of its
          Restricted Subsidiaries other than the property subject to such
          Capitalized Lease Obligation;

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

               (11) Liens Incurred in the ordinary course of business of the
          Company or any Restricted Subsidiary thereof with respect to
          obligations that do not exceed $5.0 million at any one time
          outstanding and that (A) are not Incurred in connection with the
          borrowing of money or the obtaining of advances or credit (other than
          trade credit in the ordinary course of business) and (B) do not in the
          aggregate materially detract from the value of the property or
          materially impair the use thereof in the operation of the business by
          the Company or such Restricted Subsidiary.

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

               "Preferred Stock," as applied to the Capital Stock of any entity,
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 entity,
over shares of Capital Stock of any other class of such entity.

               "Private Placement Legend" means the legend set forth in Section
2.06(g)(1) to be placed on all Notes issued under this Indenture except where
otherwise permitted by the provisions of this Indenture.

               A "Public Market" exists at any time with respect to the common
stock of the Company or Parent if (1) the common stock of the Company or Parent,
as applicable, is then registered with the Commission pursuant to Section 12(b)
or 12(g) of the Exchange Act and traded either on a national securities exchange
or in the NASDAQ Stock Market and (2) at least 15% of the total issued and
outstanding common stock of the Company or Parent, as applicable, has been
distributed prior to such time by means of an effective registration statement
under the Securities Act.


                                       15
<PAGE>
               "Qualified Institutional Buyer" or "QIB" shall have the meaning
specified in Rule 144A.

               "Record Date" means the record dates specified in the Notes,
whether or not a Legal Holiday.

               "Refinancing Indebtedness" means Indebtedness of the Company or
any Restricted Subsidiary 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 of the Company or any Restricted Subsidiary (including
Indebtedness of the Company 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:

               (1) 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;

               (2) 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;

               (3) the Refinancing Indebtedness is subordinated in right of
          payment to the Notes on the same terms as the Indebtedness being
          refinanced if such Indebtedness is subordinate in right of payment to
          the Notes;

               (4) 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 accreted value) then outstanding of the
          Indebtedness being refinanced (plus the amount of any premium or
          accrued interest required to be paid in connection therewith and
          reasonable fees and expenses therewith); and

               (5) Refinancing Indebtedness shall not include Indebtedness of a
          Restricted Subsidiary which refinances Indebtedness of the Company.

               "Registration Rights Agreement" means the Registration Rights
Agreement dated the Issue Date among the Company, the Guarantors and the Initial
Purchasers or any registration rights agreement entered into in connection with
the issuance of Additional Notes.

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

               "Regulation S Global Note(s)" means one or more Global Note in
the form of Exhibit A hereto bearing the Global Note Legend and the Private
Placement Legend and deposited with or on behalf of, and registered in the name
of, the Depositary or its nominee that will be issued in a denomination equal to
the outstanding principal amount of the Notes sold in reliance on, Regulation S.


                                       16
<PAGE>
               "Responsible Officer" when used with respect to the Trustee,
means any officer within the corporate trust department of the Trustee (or any
successor group of the Trustee) with direct responsibility for the
administration of this Indenture and also means, with respect to a particular
corporate trust matter, any other officer to whom such matter is referred
because of his knowledge of and familiarity with the particular subject.

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

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

               "Restricted Payment" has the meaning provided in Section 4.07.

               "Restricted Subsidiary" means any Subsidiary of the Company other
an Unrestricted Subsidiary.

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

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

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

               "Rule 904" means Rule 904 promulgated under the Securities Act.

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

               "Secured Indebtedness" means (1) any Indebtedness of the Company
or any Guarantor that is secured by any assets or property of the Company or any
Guarantor and (2) any Indebtedness of a Subsidiary of the Company that is not a
Guarantor.

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

               "Significant Subsidiary" means (1) any Restricted Subsidiary that
would be a "Significant Subsidiary" of the Company within the meaning of Rule
1-02 under Regulation S-X promulgated by the Commission and (2) any Restricted
Subsidiary that, when aggregated with all other Restricted Subsidiaries that are
not otherwise Significant Subsidiaries and as to which any event described in
Sections 6.01(a)(7), (8), (9) or (10) has occurred and is continuing, would
constitute a Significant Subsidiary under clause (1) of this definition.

               "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.

               "Stoker Acquisition" means the acquisition by the Company of
Stoker, Inc. on November 17, 2003 pursuant to the purchase agreement dated as of
November 17, 2003 among the Company and the selling stockholders party thereto.


                                       17
<PAGE>
               "Subordinated Obligation" means any Indebtedness of the Company
or a Guarantor (whether outstanding on the Issue Date or thereafter Incurred)
which is subordinate or junior in right of payment to the Notes or to the
Subsidiary Guarantee of such Guarantor, as applicable, pursuant to a written
agreement.

               "Subsidiary" of any Person means any corporation, limited
liability company, association, partnership or other business entity of which
more than 50% of the total voting power of the Capital Stock 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 (1) such Person, (2) such Person and one or more
Subsidiaries of such Person or (3) one or more Subsidiaries of such Person.
Unless otherwise specified herein, each reference to a Subsidiary shall refer to
a Subsidiary of the Company.

               "Subsidiary Guarantee" means the Guarantee of the Notes by a
Guarantor.

               "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. ss.ss.
77aaa-77bbbb) as in effect on the date on which this Indenture is qualified
under the TIA, except as provided in Section 9.03 hereof; provided, however,
that, in the event the Trust Indenture Act of 1939 is amended after such date,
"TIA" means, to the extent required by any such amendment, the Trust Indenture
Act of 1939 as so amended.

               "Trustee" means Wells Fargo Bank Minnesota, National Association,
a national banking association, until a successor replaces it in accordance with
Article 5 and thereafter means the successor serving hereunder.

               "Treasury Rate" means, as of the applicable redemption date, the
yield to maturity as of such redemption date of United States Treasury
securities with a constant maturity (as compiled and published in the most
recent Federal Reserve Statistical Release H.15(519) that has become publicly
available at least two Business Days prior to such redemption date (or, if such
Statistical Release is no longer published, any publicly available source of
similar market data)) most nearly equal to the period from such redemption date
to March 1, 2008; provided, however, that if the period from such redemption
date to March 1, 2008 is less than one year, the weekly average yield on
actually traded United States Treasury securities adjusted to a constant
maturity of one year will be used.

               "Unrestricted Definitive Note" means one or more Definitive Notes
that do not bear and are not required to bear the Private Placement Legend.

               "Unrestricted Global Note" means a Global Note in the form of
Exhibit A attached hereto that bears the Global Note Legend and that has the
"Schedule of Exchanges of Interests in the Global Note" attached thereto, but
that does not bear the Private Placement Legend, and that is deposited with or
on behalf of, and registered in the name of, the Depositary or its nominee.

               "Unrestricted Subsidiary" means (1) any Subsidiary of the Company
that at the time of determination shall be designated an Unrestricted Subsidiary
by the Board of Directors of the Company in the manner provided below and (2)
any Subsidiary of an Unrestricted Subsidiary. The Board of Directors of the
Company may designate any Subsidiary of the Company (including any newly
acquired or newly formed Subsidiary of the Company) 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
Company or any Restricted Subsidiary of the Company that is not a Subsidiary of
the Subsidiary to be so designated; provided, however, (i) each Subsidiary to be
so designated and each of its Subsidiaries has not at the time of designation,
and does not thereafter, Incur any Indebtedness pursuant to which the lender has
recourse to any of the assets of the Company or any of its Restricted
Subsidiaries and (ii) either (A) the Subsidiary to be so designated has total


                                       18
<PAGE>
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 Section 4.07. The Board of Directors of the Company may
designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided,
however, that immediately after giving effect to such designation (x) the
Company could Incur $1.00 of additional Indebtedness under Section 4.09(a) and
(y) no Default shall have occurred and be continuing. Any such designation by
the Board of Directors of the Company shall be evidenced to the Trustee by
promptly filing with the Trustee a copy of the Board Resolution giving effect to
such designation and an Officers' Certificate certifying that such designation
complied with the foregoing provisions.

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

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

Section 1.02.  Other Definitions.
               -----------------
                                                                   Defined in
         Term                                                        Section
         ----                                                        -------
         "actual knowledge"........................................    7.02
         "Affiliate Transaction"...................................    4.11
         "Authentication Order"....................................    2.02
         "covenant defeasance option"..............................    8.01
         "Declaration".............................................    6.02
         "Default Amount"..........................................    6.02
         "Event of Default"........................................    6.01
         "Excess Proceeds".........................................    4.10
         "Funding Guarantor".......................................   10.05
         "Guaranteed Obligations"..................................   10.01
         "legal defeasance option".................................    8.01
         "Legal Holiday"...........................................   11.07
         "Net Proceeds Offer"......................................    4.10
         "Note Register" ..........................................    2.03
         "Offer Amount"............................................    3.09
         "Offer Period"............................................    3.09
         "Offered Price" ..........................................    4.10
         "Paying Agent"............................................    2.03
         "Payment Amount"..........................................    4.10
         "Purchase Date"...........................................    3.09
         "Registrar"...............................................    2.03
         "Successor Company".......................................    5.01

Section 1.03   Incorporation by Reference of Trust Indenture Act.
               -------------------------------------------------

               Whenever this Indenture refers to a provision of the TIA, the
provision is incorporated by reference in and made a part of this Indenture.


                                       19
<PAGE>
               The following TIA terms used in this Indenture have the following
meanings:

               "indenture securities" means the Notes and the Subsidiary
Guarantees;

               "indenture security holder" means a Holder;

               "indenture to be qualified" means this Indenture;

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

               "obligor" on the Notes means the Company, the Guarantors and any
successor obligor upon the Notes.

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

Section 1.04   Rules of Construction.

               Unless the context otherwise requires:

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

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

               (3) "or" is not exclusive;

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

               (5) provisions apply to successive events and transactions.

                                   ARTICLE 2

                                 THE SECURITIES

Section 2.01.  Form and Dating.

               (a) The Notes, the notation thereon relating to the Subsidiary
Guarantees and the Trustee's certificate of authentication thereon shall be
substantially in the form of Exhibit A hereto. The Notes may have notations,
legends or endorsements required by law, stock exchange rule or Depositary rule
or usage. The Company, the Guarantors and the Trustee shall approve the form of
the Notes and any notation, legend or endorsement on them. Each Note shall be
dated the date of its authentication. The Notes shall be in denominations of
$1,000 and integral multiples thereof.

               The terms and provisions contained in the forms of the Notes and
the Subsidiary Guarantees, annexed hereto as Exhibit A, shall constitute, and
are hereby expressly made, a part of this Indenture and, to the extent
applicable, the Company, the Guarantors and the Trustee, by their execution and
delivery of this Indenture, expressly agree to such terms and provisions and to
be bound thereby. To the extent any provision of any Note conflicts with the
express provisions of this Indenture, the provisions of this Indenture shall
govern and be controlling.


                                       20
<PAGE>
               (b) Notes issued in global form shall be substantially in the
form of Exhibit A attached hereto (including the Global Note Legend thereon and
the "Schedule of Exchanges of Interests in the Global Note" attached thereto).
Notes issued in definitive form shall be substantially in the form of Exhibit A
attached hereto (but without the Global Note Legend thereon and without the
"Schedule of Exchanges of Interests in the Global Note" attached thereto). Each
Global Note shall represent such of the outstanding Notes as shall be specified
therein and each shall provide that it shall represent the aggregate principal
amount of outstanding Notes from time to time endorsed thereon and that the
aggregate principal amount of outstanding Notes represented thereby may from
time to time be reduced or increased, as appropriate, to reflect exchanges and
redemptions. Any endorsement of a Global Note to reflect the amount of any
increase or decrease in the aggregate principal amount of outstanding Notes
represented thereby shall be made by the Trustee or the custodian for the
Depositary, at the direction of the Trustee, in accordance with written
instructions given by the Holder thereof as required by Section 2.06 hereof.

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

Section 2.02.  Execution and Authentication.
               -----------------------------

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

               If an Officer whose signature is on a Note no longer holds that
office at the time a Note is authenticated, the Note shall nevertheless be
valid. Each Guarantor shall execute a Subsidiary Guarantee in the manner set
forth in Section 10.02.

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

               The Trustee shall, upon a written order of the Company signed by
one Officer (an "Authentication Order"), authenticate Initial Notes for original
issue on the Issue Date in aggregate principal amount not to exceed $200,000,000
(other than as provided in Section 2.07). The Trustee shall authenticate
Additional Notes thereafter (so long as permitted by the terms of this
Indenture) for original issue upon one or more Authentication Orders in
aggregate principal amount as specified in such order (other than as provided in
Section 2.07). In addition, the Trustee shall, upon receipt of one or more
Authentication Orders, authenticate the Exchange Notes from time to time for
issue only in exchange for a like principal amount of the Initial Notes. Each
such Authentication Order shall specify the amount of Notes to be authenticated,
whether the Notes are to be Initial Notes, Additional Notes or Exchange Notes
and whether the Notes are to be issued as Definitive Notes or Global Notes or
such other information as the Trustee shall reasonably request.

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


                                       21
<PAGE>
Section 2.03.  Registrar and Paying Agent.
               --------------------------

               (a) The Company shall maintain an office or agency (which shall
be located in the Borough of Manhattan in the City of New York, State of New
York) where (i) Notes may be presented for registration of transfer or for
exchange ("Registrar"), (ii) Notes may be presented for payment ("Paying Agent")
and (iii) notices and demands to or upon the Company in respect of the Notes and
this Indenture may be served. The Registrar shall keep a register (the "Note
Register") of the Notes and of their transfer and exchange. The Company may
appoint one or more co-registrars and one or more additional paying agents. The
term "Registrar" includes any co-registrar and the term "Paying Agent" includes
any additional paying agent. The Company may change any Paying Agent or
Registrar without prior notice to any Holder. The Company shall notify the
Trustee and the Trustee shall notify the Holders of the name and address of any
Agent not a party to this Indenture. If the Company fails to appoint or maintain
another entity as Registrar or Paying Agent, the Trustee shall act as such. The
Company or any Guarantor may act as Paying Agent or Registrar. The Company shall
enter into an appropriate agency agreement with any Agent not a party to this
Indenture, which shall incorporate the provisions of the TIA. The agreement
shall implement the provisions of this Indenture that relate to such Agent. The
Company shall notify the Trustee of the name and address of any such Agent. If
the Company fails to maintain a Registrar or Paying Agent, or fails to give the
foregoing notice, the Trustee shall act as such, and shall be entitled to
appropriate compensation in accordance with Section 7.07 hereof.

               (b) The Company initially appoints the Trustee as Registrar,
Paying Agent and agent for service of notices and demands in connection with the
Notes and the Trustee hereby agrees to initially act as such.

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

Section 2.04.  Paying Agent to Hold Money in Trust.
               -----------------------------------

               The Company, the Guarantors or any other obligor on the Notes
shall require each Paying Agent other than the Trustee to agree in writing that
the Paying Agent shall hold in trust for the benefit of the Holders or the
Trustee all money held by the Paying Agent for the payment of principal of,
premium, if any, and interest on the Notes, and shall notify the Trustee of any
Default by the Company, any of the Guarantors or any other obligor on the Notes
in making any such payment. While any such Default continues, the Trustee may
require a Paying Agent to pay all money held by it to the Trustee. The Company,
the Guarantors or any other obligor on the Notes at any time may require a
Paying Agent to pay all money held by it to the Trustee. Upon payment over to
the Trustee, the Paying Agent (if other than the Company) shall have no further
liability for the money delivered to the Trustee. If the Company, the Guarantors
or any other obligor on the Notes acts as Paying Agent, it shall segregate and
hold in a separate trust fund for the benefit of the Holders all money held by
it as Paying Agent.

Section 2.05.  Holder Lists.
               ------------

               The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
Holders and shall otherwise comply with TIA ss. 312(a). If the Trustee is not
the Registrar, the Company, the Guarantors or any other obligor on the Notes
shall furnish to the Trustee at least seven Business Days before each Interest
Payment Date and at such other times as the Trustee may request in writing a
list in such form and as of such date as the Trustee may reasonably require of
the names and addresses of Holders, including the aggregate principal amount of
the Notes held by each thereof, and the Company, the Guarantors or any other
obligor on the Notes shall otherwise comply with TIA ss. 312(a).


                                       22
<PAGE>
Section 2.06.  Transfer and Exchange.
               ---------------------

               (a) Transfer and Exchange of Global Notes. A Global Note may not
be transferred as a whole except by the Depositary to a nominee of the
Depositary, by a nominee of the Depositary to the Depositary or to another
nominee of the Depositary, or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary. All Global Notes
will be exchanged by the Company for Definitive Notes if (i) the Company
delivers to the Trustee written notice from the Depositary that it is unwilling
or unable to continue to act as Depositary or that it is no longer a clearing
agency registered under the Exchange Act and, in either case, a successor
Depositary is not appointed by the Company within 120 days after the date of
such notice from the Depositary or (ii) the Company in its sole discretion
determines that the Global Notes (in whole but not in part) should be exchanged
for Definitive Notes and delivers a written notice to such effect to the Trustee
or (ii) upon written request of the Depositary if a Default or Event of Default
shall have occurred and be continuing. Upon the occurrence of any of the
preceding events in (i), (ii) or (iii) above, Definitive Notes shall be issued
in such names as the Depositary shall instruct the Trustee in writing. Global
Notes also may be exchanged or replaced, in whole or in part, as provided in
Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in
exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to
this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and
delivered in the form of, and shall be, a Global Note. A Global Note may not be
exchanged for another Note other than as provided in this Section 2.06(a);
provided, however, that beneficial interests in a Global Note may be transferred
and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

               (b) Transfer and Exchange of Beneficial Interests in the Global
Notes. The transfer and exchange of beneficial interests in the Global Notes
shall be effected through the Depositary, in accordance with the provisions of
this Indenture and the Applicable Procedures. Beneficial interests in the
Restricted Global Notes shall be subject to restrictions on transfer comparable
to those set forth herein to the extent required by the Securities Act.
Transfers of beneficial interests in the Global Notes also shall require
compliance with either subparagraph (1) or (2) below, as applicable, as well as
one or more of the other following subparagraphs, as applicable:

               (1) Transfer of Beneficial Interests in the Same Global Note.
          Beneficial interests in any Restricted Global Note may be transferred
          to Persons who take delivery thereof in the form of a beneficial
          interest in the same Restricted Global Note in accordance with the
          transfer restrictions set forth in the Private Placement Legend.
          Beneficial interests in any Unrestricted Global Note may be
          transferred to Persons who take delivery thereof in the form of a
          beneficial interest in an Unrestricted Global Note. No written orders
          or instructions shall be required to be delivered to the Registrar to
          effect the transfers described in this Section 2.06(b)(1).

               (2) All Other Transfers and Exchanges of Beneficial Interests in
          Global Notes. In connection with all transfers and exchanges of
          beneficial interests that are not subject to Section 2.06(b)(1) above,
          the transferor of such beneficial interest must deliver to the
          Registrar either (A) (1) a written order from a Participant or an
          Indirect Participant given to the Depositary in accordance with the
          Applicable Procedures directing the Depositary to credit or cause to
          be credited a beneficial interest in another Global Note in an amount
          equal to the beneficial interest to be transferred or exchanged and
          (2) instructions given in accordance with the Applicable Procedures
          containing information regarding the Participant account to be
          credited with such increase or (B) (1) a written order from a
          Participant or an Indirect Participant given to the Depositary in
          accordance with the Applicable Procedures directing the Depositary to
          cause to be issued a Definitive Note in an amount equal to the
          beneficial interest to be transferred or exchanged and (2)
          instructions given by the Depositary to the Registrar containing
          information regarding the Person in whose name such Definitive Note
          shall be registered to effect the transfer or exchange referred to in


                                       23
<PAGE>
          (1) above. Upon consummation of an Exchange Offer by the Company in
          accordance with Section 2.06(f) hereof, the requirements of this
          Section 2.06(b)(2) shall be deemed to have been satisfied upon receipt
          by the Registrar of the instructions contained in the Letter of
          Transmittal delivered by the holder of such beneficial interests in
          the Restricted Global Notes. Upon satisfaction of all of the
          requirements for transfer or exchange of beneficial interests in
          Global Notes contained in this Indenture and the Notes or otherwise
          applicable under the Securities Act, the Trustee shall adjust the
          principal amount of the relevant Global Note(s) pursuant to Section
          2.06(h) hereof.

               (3) Transfer of Beneficial Interests in a Restricted Global Note
          to Another Restricted Global Note. A beneficial interest in any
          Restricted Global Note may be transferred to a Person who takes
          delivery thereof in the form of a beneficial interest in another
          Restricted Global Note if the transfer complies with the requirements
          of Section 2.06(b)(2) above and the Registrar receives the following:

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

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

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

               (4) Transfer and Exchange of Beneficial Interests in a Restricted
          Global Note for Beneficial Interests in an Unrestricted Global Note. A
          beneficial interest in any Restricted Global Note may be exchanged by
          any holder thereof for a beneficial interest in an Unrestricted Global
          Note or transferred to a Person who takes delivery thereof in the form
          of a beneficial interest in an Unrestricted Global Note if the
          exchange or transfer complies with the requirements of Section
          2.06(b)(2) above and:

                    (A) such exchange or transfer is effected pursuant to an
               Exchange Offer in accordance with a Registration Rights Agreement
               and the holder of the beneficial interest to be transferred, in
               the case of an exchange, or the transferee, in the case of a
               transfer, makes any and all certifications required in the
               applicable Letter of Transmittal (or is deemed to have made such
               certifications through the Applicable Procedures) as may be
               required by such Registration Rights Agreement;

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

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

                    (D) the Registrar receives the following:

                                       24
<PAGE>
               (1) if the holder of such beneficial interest in a Restricted
          Global Note proposes to exchange such beneficial interest for a
          beneficial interest in an Unrestricted Global Note, a certificate from
          such holder in the form of Exhibit C hereto, including the
          certifications in item (1)(a) thereof; or

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

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

               If any such transfer or exchange is effected pursuant to this
clause (4) at a time when an Unrestricted Global Note has not yet been issued,
the Company shall issue and, upon receipt of an Authentication Order in
accordance with Section 2.02 hereof, the Trustee shall authenticate one or more
Unrestricted Global Notes in an aggregate principal amount equal to the
aggregate principal amount of beneficial interests transferred or exchanged
pursuant to this clause (4).

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

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

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

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

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

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


                                       25
<PAGE>
                    (D) if such beneficial interest is being transferred
               pursuant to an exemption from the registration requirements of
               the Securities Act in accordance with Rule 144 under the
               Securities Act, a certificate to the effect set forth in Exhibit
               B hereto, including the certifications in item (3)(a) thereof;

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

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

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

           the Trustee shall cause the aggregate principal amount of the
           applicable Restricted Global Note to be reduced accordingly pursuant
           to Section 2.06(h) hereof, and the Company shall execute and, upon
           receipt of an Authentication Order in accordance with Section 2.02
           hereof, the Trustee shall authenticate and deliver to the Person
           designated in the instructions a Restricted Definitive Note in the
           appropriate principal amount. Any Restricted Definitive Note issued
           in exchange for a beneficial interest in a Restricted Global Note
           pursuant to this Section 2.06(c)(1) shall be registered in such name
           or names and in such authorized denomination or denominations as the
           holder of such beneficial interest shall instruct the Registrar
           through instructions from the Depositary and the Participant or
           Indirect Participant. The Trustee shall deliver such Restricted
           Definitive Notes to the Persons in whose names such Notes are so
           registered. Any Restricted Definitive Note issued in exchange for a
           beneficial interest in a Restricted Global Note pursuant to this
           Section 2.06(c)(1) shall bear the Private Placement Legend and shall
           be subject to all restrictions on transfer contained therein.

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

                    (A) such exchange or transfer is effected pursuant to an
               Exchange Offer in accordance with a Registration Rights Agreement
               and the holder of the beneficial interest to be transferred, in
               the case of an exchange, or the transferee, in the case of a
               transfer, makes any and all certifications required in the
               applicable Letter of Transmittal (or is deemed to have made such
               certifications through the Applicable Procedures) as may be
               required by such Registration Rights Agreement;

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


                                       26
<PAGE>
                    (C) such transfer is effected by a Participating
               Broker-Dealer pursuant to an Exchange Offer Registration
               Statement in accordance with a Registration Rights Agreement; or

                    (D) the Registrar receives the following:

                         (1) if the holder of such beneficial interest in a
                    Restricted Global Note proposes to exchange such beneficial
                    interest for a Definitive Note that does not bear the
                    Private Placement Legend, a certificate from such holder in
                    the form of Exhibit C hereto, including the certifications
                    in item (1)(b) thereof; or

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

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

               (3) Transfer or Exchange of Beneficial Interests in Unrestricted
          Global Notes to Unrestricted Definitive Notes. If any holder of a
          beneficial interest in an Unrestricted Global Note proposes to
          exchange such beneficial interest for an Unrestricted Definitive Note
          or to transfer such beneficial interest to a Person who takes delivery
          thereof in the form of an Unrestricted Definitive Note, then, upon
          satisfaction of the conditions set forth in Section 2.06(b)(2) hereof,
          the Trustee shall cause the aggregate principal amount of the
          applicable Global Note to be reduced accordingly pursuant to Section
          2.06(h) hereof, and the Company shall execute and, upon receipt of an
          Authentication Order in accordance with Section 2.02 hereof, the
          Trustee shall authenticate and deliver to the Person designated in the
          instructions an Unrestricted Definitive Note in the appropriate
          principal amount. Any Unrestricted Definitive Note issued in exchange
          for a beneficial interest pursuant to this Section 2.06(c)(3) shall be
          registered in such name or names and in such authorized denomination
          or denominations as the holder of such beneficial interest shall
          instruct the Registrar through instructions from the Depositary and
          the Participant or Indirect Participant. The Trustee shall deliver
          such Unrestricted Definitive Notes to the Persons in whose names such
          Notes are so registered. Any Unrestricted Definitive Note issued in
          exchange for a beneficial interest pursuant to this Section 2.06(c)(3)
          shall not bear the Private Placement Legend.

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

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


                                       27
<PAGE>
                    (A) if the Holder of such Restricted Definitive Note
               proposes to exchange such Note for a beneficial interest in a
               Restricted Global Note, a certificate from such Holder in the
               form of Exhibit C hereto, including the certifications in item
               (2)(b) thereof;

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

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

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

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

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

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

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

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

                    (A) such exchange or transfer is effected pursuant to an
               Exchange Offer in accordance with a Registration Rights Agreement
               and the holder of the beneficial interest to be transferred, in
               the case of an exchange, or the transferee, in the case of a
               transfer, makes any and all certifications required in the
               applicable Letter of Transmittal (or is deemed to have made such
               certifications through the Applicable Procedures) as may be
               required by such Registration Rights Agreement;


                                       28
<PAGE>
                    (B) such transfer is effected pursuant to a Shelf
               Registration Statement in accordance with a Registration Rights
               Agreement;

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

                    (D) the Registrar receives the following:

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

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

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

          Upon satisfaction of the conditions of any of the subparagraphs in
     this Section 2.06(d)(2), the Trustee shall cancel such Restricted
     Definitive Notes and increase or cause to be increased in a corresponding
     amount pursuant to Section 2.06(h) hereof the aggregate principal amount of
     the Unrestricted Global Note.

          (3) Transfer or Exchange of Unrestricted Definitive Notes to
     Beneficial Interests in Unrestricted Global Notes. A Holder of an
     Unrestricted Definitive Note may exchange such Note for a beneficial
     interest in an Unrestricted Global Note or transfer such Definitive Notes
     to a Person who takes delivery thereof in the form of a beneficial interest
     in an Unrestricted Global Note at any time. Upon receipt of a request for
     such an exchange or transfer, the Trustee shall cancel the applicable
     Unrestricted Definitive Note and increase or cause to be increased in a
     corresponding amount pursuant to Section 2.06(h) hereof the aggregate
     principal amount of one of the Unrestricted Global Notes.

               If any such exchange or transfer from a Definitive Note to a
beneficial interest is effected pursuant to subparagraphs (2) or (3) above at a
time when an Unrestricted Global Note has not yet been issued, the Company shall
issue and, upon receipt of an Authentication Order in accordance with Section
2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global
Notes in an aggregate principal amount equal to the principal amount of
Definitive Notes so exchanged or transferred.

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


                                       29
<PAGE>
               (1) Transfer of Restricted Definitive Notes to Restricted
          Definitive Notes. Any Restricted Definitive Note may be transferred to
          and registered in the name of Persons who take delivery thereof in the
          form of a Restricted Definitive Note if the Registrar receives the
          following:

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

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

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

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

               (A) such exchange or transfer is effected pursuant to an Exchange
          Offer in accordance with a Registration Rights Agreement and the
          holder of the beneficial interest to be transferred, in the case of an
          exchange, or the transferee, in the case of a transfer, makes any and
          all certifications required in the applicable Letter of Transmittal
          (or is deemed to have made such certifications through the Applicable
          Procedures) as may be required by such Registration Rights Agreement;

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

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

               (D) the Registrar receives the following:

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

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


                                       30
<PAGE>
               and, in each such case set forth in this subparagraph (D), if the
               Registrar so requests, an Opinion of Counsel in form reasonably
               acceptable to the Company to the effect that such exchange or
               transfer is in compliance with the Securities Act and that the
               restrictions on transfer contained herein and in the Private
               Placement Legend are no longer required in order to maintain
               compliance with the Securities Act.

                    (3) Transfer of Unrestricted Definitive Notes to
               Unrestricted Definitive Notes. A Holder of Unrestricted
               Definitive Notes may transfer such Notes to a Person who takes
               delivery thereof in the form of an Unrestricted Definitive Note.
               Upon receipt of a written request to register such a transfer,
               the Registrar shall register the Unrestricted Definitive Notes
               pursuant to the instructions from the Holder thereof.

               (f) Exchange Offer. Upon the occurrence of an Exchange Offer in
accordance with a Registration Rights Agreement, the Company shall issue and,
upon receipt of an Authentication Order in accordance with Section 2.02, the
Trustee shall authenticate (i) one or more Unrestricted Global Notes in an
aggregate principal amount equal to the principal amount of the beneficial
interests in the Restricted Global Notes tendered for acceptance by Persons that
make any and all certifications in the applicable Letters of Transmittal (or are
deemed to have made such certifications if delivery is made through the
Applicable Procedures) as may be required by such Registration Rights Agreement
and (ii) Definitive Notes in an aggregate principal amount equal to the
principal amount of the Restricted Definitive Notes accepted for exchange in the
Exchange Offer. Concurrently with the issuance of such Notes, the Trustee shall
cause the aggregate principal amount of the applicable Restricted Global Notes
to be reduced accordingly, and the Company shall execute and, upon receipt of an
Authentication Order in accordance with Section 2.02, the Trustee shall
authenticate and deliver to the Persons designated by the Holders of Restricted
Definitive Notes so accepted Unrestricted Definitive Notes in the appropriate
principal amount.

               (g) Legends. The following legends shall appear on the face of
all Global Notes and Definitive Notes issued under this Indenture unless
specifically stated otherwise in the applicable provisions of this Indenture.

               (1) Private Placement Legend.

                    (A) Except as permitted by subparagraph (B) below, each
               Global Note and each Definitive Note (and all Notes issued in
               exchange therefor or substitution thereof) shall bear the legend
               in substantially the following form:

               "THIS SECURITY (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER
               THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
               ACT"), AND ACCORDINGLY MAY NOT BE OFFERED, SOLD, PLEDGED OR
               OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE
               ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THE
               NEXT SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL
               INTEREST HEREIN, THE HOLDER:

               (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER"
               (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) (A "QIB"), (B)
               IT IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN
               COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT OR (C) IT
               IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE
               501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
               ACT) (AN"IAI"):


                                       31
<PAGE>
               (2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS
               SECURITY EXCEPT (A) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES,
               (B) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QIB
               PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB IN A
               TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (C) IN AN
               OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR 904
               OF REGULATION S UNDER THE SECURITIES ACT, (D) IN A TRANSACTION
               MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT,
               (E) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE
               501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
               ACT) THAT, PRIOR TO SUCH TRANSFER, FURNISHES THE TRUSTEE A SIGNED
               LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING
               TO THE TRANSFER OF THIS SECURITY (THE FORM OF WHICH CAN BE
               OBTAINED FROM THE TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF
               AN AGGREGATE PRINCIPAL AMOUNT OF SECURITIES LESS THAN $250,000,
               AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY, IF THE COMPANY
               SO REQUESTS, THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE
               SECURITIES ACT, (F) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE
               REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON
               AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY, IF THE COMPANY
               SO REQUESTS) OR (G) PURSUANT TO AN EFFECTIVE REGISTRATION
               STATEMENT UNDER THE SECURITIES ACT AND, IN EACH CASE, IN
               ACCORDANCE WITH THE APPLICABLE SECURITIES LAWS OF ANY STATE OF
               THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION; AND

               (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS
               SECURITY OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE
               SUBSTANTIALLY TO THE EFFECT TO THIS LEGEND.

               AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION" AND "UNITED
               STATES" HAVE THE MEANINGS GIVEN TO THEM BY RULE 902 OF REGULATION
               S UNDER THE SECURITIES ACT. THE INDENTURE GOVERNING THIS SECURITY
               CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER
               ANY TRANSFER OF THIS SECURITY IN VIOLATION OF THE FOREGOING."

                    (B) Notwithstanding the foregoing, any Global Note or
               Definitive Note issued pursuant to subparagraphs (b)(4), (c)(2),
               (c)(3), (d)(2), (d)(3), (e)(2), (e)(3) or (f) to this Section
               2.06 (and all Notes issued in exchange therefor or substitution
               thereof) shall not bear the Private Placement Legend.

               (2) Global Note Legend. Each Global Note shall bear a legend in
          substantially the following form:

               "THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE
               INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE
               BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE
               TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE
               MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO
               SECTION 2.06 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE


                                       32
<PAGE>
               EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF
               THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE
               TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE
               INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A
               SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE
               COMPANY."

               Unless this certificate is presented by an authorized
               representative of The Depository Trust Company, a New York
               corporation ("DTC"), to the Company or its agents for
               registration of transfer, exchange, or payment, and any
               certificate issued is registered in the name of Cede & Co. or in
               such other name as is requested by an authorized representative
               of DTC (and any payment is made to Cede & Co. or to such other
               entity as is requested by an authorized representative of DTC),
               ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
               BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
               hereof, Cede & Co., has an interest herein.

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

               (i) General Provisions Relating to Transfers and Exchanges.

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

               (2) No service charge shall be made to a holder of a beneficial
          interest in a Global Note or to a Holder of a Definitive Note for any
          registration of transfer or exchange, but the Company and the Trustee
          may require payment of a sum sufficient to cover any transfer tax or
          similar governmental charge payable in connection therewith (other
          than any such transfer taxes or similar governmental charge payable
          upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10,
          4.14 and 9.05 hereof).

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

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


                                       33
<PAGE>
               (5) The Company shall not be required (A) to issue, to register
          the transfer of or to exchange any Notes during a period beginning at
          the opening of business 15 days before the day of any selection of
          Notes for redemption under Section 3.02 hereof and ending at the close
          of business on the day of selection, (B) to register the transfer of
          or to exchange any Note so selected for redemption in whole or in
          part, except the unredeemed portion of any Note being redeemed in part
          or (C) to register the transfer of or to exchange a Note between a
          record date and the next succeeding Interest Payment Date.

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

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

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

Section 2.07.  Replacement Notes.
               -----------------

               (a) If any mutilated Note is surrendered to the Trustee, or the
Company and the Trustee receives evidence to its satisfaction of the
destruction, loss or theft of any Note, the Company shall issue and the Trustee,
upon receipt by it of the written order of the Company signed by two Officers of
the Company, shall authenticate a replacement Note if the Trustee's requirements
for replacements of Notes are met. If required by the Trustee or the Company, an
indemnity bond must be supplied by the Holder that is sufficient in the judgment
of the Trustee and the Company to protect the Company, the Guarantors, the
Trustee, any Agent or any authenticating agent from any loss which any of them
may suffer if a Note is replaced. The Company and the Trustee may charge a
Holder for reasonable out-of-pocket expenses in replacing a Note.

               (b) Every replacement Note is an obligation of the Company and
each of the Guarantors.

Section 2.08.  Outstanding Notes.
               -----------------

               (a) The Notes outstanding at any time are all the Notes
authenticated by the Trustee except for those cancelled by the Company or by the
Trustee, those delivered to the Trustee for cancellation and those described in
this Section as not outstanding.

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

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


                                       34
<PAGE>
               (d) Subject to Section 2.09 hereof, a Note does not cease to be
outstanding because the Company or an Affiliate of the Company or a Guarantor
holds the Note; provided that Notes held by the Company or a Subsidiary
Guarantor shall be deemed not to be outstanding for purposes of Section 3.07(c)
hereof.

Section 2.09.  Treasury Notes.

               In determining whether the Holders of the required principal
amount of Notes have concurred in any direction, waiver or consent, Notes owned
by the Company, the Guarantors, or any of their respective Affiliates shall be
considered as though not outstanding, except that for purposes of determining
whether the Trustee shall be protected in relying on any such direction, waiver
or consent, only Notes which a Responsible Officer knows to be so owned shall be
so considered.

Section 2.10.  Temporary Notes.

               Until Definitive Notes are ready for delivery, the Company may
prepare and the Trustee shall authenticate temporary Notes. Temporary Notes
shall be substantially in the form of Definitive Notes but may have variations
that the Company, the Guarantors and the Trustee consider appropriate for
temporary Notes. Without unreasonable delay, the Company shall prepare and the
Trustee, upon receipt of the written order of the Company signed by two Officers
of the Company, shall authenticate Definitive Notes in exchange for temporary
Notes. Until such exchange, temporary Notes shall be entitled to the same
rights, benefits and privileges as Definitive Notes.

Section 2.11.  Cancellation.

               The Company at any time may deliver Notes to the Trustee for
cancellation. The Registrar and Paying Agent shall forward to the Trustee any
Notes surrendered to them for registration of transfer, exchange or payment. The
Trustee shall cancel all Notes, if not already cancelled, surrendered for
registration of transfer, exchange, payment, replacement or cancellation and
shall destroy cancelled Notes (subject to the record retention requirement of
the Exchange Act or other applicable laws), and deliver certification of their
destruction to the Company, unless by a written order, signed by two Officers of
the Company, the Company shall direct that a copy of the cancelled Notes be
returned to it. Certification of the destruction of all cancelled Notes shall be
delivered to the Company from time to time upon request. The Company may not
issue new Notes to replace Notes that it has redeemed or paid or that have been
delivered to the Trustee for cancellation.

Section 2.12.  Defaulted Interest.

               If the Company defaults in a payment of interest on the Notes, it
shall pay the defaulted interest in any lawful manner plus, to the extent
lawful, interest payable on the defaulted interest, to the Persons who are
Holders on a subsequent special record date, which date shall be at the earliest
practicable date but in all events at least five Business Days prior to the
payment date, in each case at the rate provided in the Notes and in Section 4.01
hereof. The Company shall, with the consent of the Trustee, fix or cause to be
fixed each such special record date and payment date. At least 15 days before
the special record date, the Company (or the Trustee, in the name of and at the
expense of the Company) shall mail to Holders a notice that states the special
record date, the related payment date and the amount of such interest to be
paid.


                                       35
<PAGE>
Section 2.13.  CUSIP Number.
               ------------

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

Section 2.14.  Deposit of Moneys.
               -----------------

               Prior to 11:00 a.m. New York City time on each Interest Payment
Date and Maturity Date, the Company shall have deposited with the Paying Agent
in immediately available funds money sufficient to make cash payments, if any,
due on such Interest Payment Date or Maturity Date, as the case may be, in a
timely manner which permits the Paying Agent to remit payment to the Holders on
such Interest Payment Date or Maturity Date, as the case may be.

Section 2.15.  Persons Deemed Owners.
               ---------------------

               Prior to due presentment of a Note for registration of transfer
and subject to Section 2.12, the Company, the Trustee, any Paying Agent and any
Registrar may deem and treat the Person in whose name any Note shall be
registered upon the register of Notes kept by the Registrar as the absolute
owner of such Note (whether or not such Note shall be overdue and
notwithstanding any notation of the ownership or other writing thereon made by
anyone other than the Company and any Registrar) for the purpose of receiving
payments of principal of or interest on such Note and for all other purposes;
and none of the Company, the Trustee, any Paying Agent or any Registrar shall be
affected by any notice to the contrary.

Section 2.16.  Record Date.
               -----------

               The record date for purposes of determining the identity of
Holders entitled to vote or consent to any action by vote or consent authorized
or permitted under this Indenture shall be the later of (i) 30 days prior to the
first solicitation of such consent or (ii) the date of the most recent list of
Holders furnished to the Trustee, if applicable, pursuant to Section 2.05
hereto.

                                    ARTICLE 3

                                   REDEMPTION

Section 3.01.  Notices to Trustee.
               ------------------

               (a) If the Company elects to redeem Notes pursuant to the
optional redemption provisions of Section 3.07 hereof, it shall furnish to the
Trustee, at least 30 days (unless a shorter period is acceptable to the Trustee)
but not more than 60 days before a redemption date, an Officers' Certificate
setting forth (i) the Section of this Indenture pursuant to which the redemption
shall occur, (ii) the redemption date, (iii) the principal amount of Notes to be
redeemed and (iv) the redemption price.

               (b) If the Company is required to make an offer to redeem Notes
pursuant to the provisions of Sections 3.09 or 4.14 hereof, it shall furnish to
the Trustee at least 30 days but not more than 60 days before a redemption date,
an Officers' Certificate setting forth (i) the Section of this Indenture
pursuant to which the redemption shall occur, (ii) the redemption date, (iii)
the principal amount of Notes to be redeemed, (iv) the redemption price and (v)
further setting forth a statement to the effect that (a) the Company or one of
its Subsidiaries has effected an Asset Disposition and the conditions set forth
in Section 4.10 have been satisfied or (b) a Change of Control has occurred and
the conditions set forth in Section 4.14 have been satisfied, as applicable.



                                       36
<PAGE>
Section 3.02.  Selection of Notes to Be Redeemed.
               ---------------------------------

               In the case of any partial redemption, selection of the Notes for
redemption will be made by the Trustee on a pro rata basis, by lot or by such
other method as the Trustee in its sole discretion shall deem to be fair and
appropriate; provided, however, that if a partial redemption is made with
proceeds of an Equity Offering, selection of the Notes or portions thereof for
redemption shall be made by the Trustee only on a pro rata basis, unless such
method is otherwise prohibited. Notes may be redeemed in part in multiples of
$1,000 principal amount only.

Section 3.03.  Notice of Redemption.
               --------------------

               (a) Subject to the provisions of Section 3.09 hereof, at least 30
but no more than 60 days before a redemption date, the Company shall mail a
notice of redemption by first class mail, postage prepaid to each Holder whose
Notes are to be redeemed at the last address for such Holder then shown on the
Note Register.

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

               (1) the redemption date;i

               (2) the redemption price;

               (3) if any Note is being redeemed in part, the portion of the
          principal amount of such Note to be redeemed and that, after the
          redemption date upon surrender of such Note, a new Note or Notes in
          principal amount equal to the unredeemed portion shall be issued;

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

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

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

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

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

               (b) At the Company's request, the Trustee shall give the notice
of redemption in the Company's name and at the Company's expense; provided,
however, that the Company shall have delivered to the Trustee at least 45 days
(unless a shorter period is acceptable to the Trustee) prior to the proposed
redemption date an Officers' Certificate requesting that the Trustee give such
notice and setting forth the information to be stated in such notice as provided
in the preceding paragraph.


                                       37
<PAGE>
Section 3.04.  Effect of Notice of Redemption.
               ------------------------------

               Once notice of redemption is mailed in accordance with Section
3.03 hereof, Notes called for redemption become due and payable on the
redemption date at the redemption price plus accrued and unpaid interest, if
any. A notice of redemption may not be conditional.

Section 3.05.  Deposit of Redemption Price.
               ---------------------------

               (a) On or prior to 11:00 a.m., New York City time, on the
redemption date, the Company shall deposit with the Trustee or with the Paying
Agent money sufficient to pay the redemption price of and accrued interest on
all Notes to be redeemed on that date. The Trustee or the Paying Agent shall
promptly, and in any event within two Business Days after the redemption date,
return to the Company any money deposited with the Trustee or the Paying Agent
by the Company in excess of the amounts necessary to pay the redemption price
of, and accrued interest on, all Notes to be redeemed.

               (b) On and after the redemption date, interest ceases to accrue
on the Notes or the portions of Notes called for redemption. If a Note is
redeemed on or after an interest Record Date but on or prior to the related
Interest Payment Date, then any accrued and unpaid interest shall be paid to the
Person in whose name such Note was registered at the close of business on such
record date. If any Note called for redemption shall not be so paid upon
surrender for redemption because of the failure of the Company to comply with
the preceding paragraph, interest shall be paid on the unpaid principal, from
the redemption date until such principal is paid and, to the extent lawful, on
any interest not paid on such unpaid principal, in each case at the rate
provided in the Notes and in Section 4.01 hereof.

Section 3.06.  Notes Redeemed in Part.
               ----------------------

               Upon surrender of a Note that is redeemed in part, the Company
shall issue and the Trustee shall authenticate for the Holder at the expense of
the Company a new Note equal in principal amount to the unredeemed portion of
the Note surrendered.

Section 3.07.  Optional Redemption.
               -------------------

               (a) On and after March 1, 2008, the Notes will be redeemable, at
the Company's option, in whole at any time or in part from time to time, upon
not less than 30 nor more than 60 days' prior notice, at the following
redemption prices (expressed in percentages of principal amount), if redeemed
during the 12-month period commencing March 1 of the years set forth below, plus
accrued and unpaid interest to the redemption date (subject to the right of
holders of record on the relevant record date to receive interest due on the
relevant Interest Payment Date):

                                             REDEMPTION
YEAR                                           PRICE
--------------------------------------      -----------
2008..................................       104.625%
2009..................................       102.313%
2010 and thereafter...................       100.000%

               (b) Prior to March 1, 2008, the Company may redeem the Notes, at
its option, in whole at any time or in part from time to time, upon not less
than 30 nor more than 60 days' prior notice, at a redemption price equal to 100%
of the principal amount of the Notes redeemed plus the Applicable Premium as of,
and accrued and unpaid interest to, the applicable redemption date (subject to
the right of the holders of record on the relevant Record Date to receive
interest due on the relevant Interest Payment Date).


                                       38
<PAGE>
               (c) At any time prior to March 1, 2007, the Company may, at its
option, redeem up to 35% of the aggregate principal amount of the Notes with the
Net Cash Proceeds of one or more Equity Offerings by Parent or the Company so
long as there is a Public Market at the time of such redemption, at a redemption
price equal to 109.250% of the principal amount thereof, plus accrued and unpaid
interest thereon, if any, to the date of redemption; provided, however, that
after any such redemption at least 65% of the aggregate principal amount of the
Notes issued under this Indenture remains outstanding. In order to effect the
foregoing redemption with the proceeds of any Equity Offering, the Company shall
make such redemption not more than 60 days after the consummation of any such
Equity Offering.

               (d) Any prepayment pursuant to this Section 3.07 shall be made
pursuant to the provisions of Section 3.01 through 3.06 hereof.

Section 3.08.  Mandatory Redemption.
               --------------------

               Except as set forth in Sections 4.10 and 4.14, the Company is not
required to make mandatory redemption or sinking fund payments prior to the
maturity of the Notes.

Section 3.09.  Offer to Purchase by Application of Excess Proceeds.
               ---------------------------------------------------

               (a) In the event that, pursuant to Section 4.10 hereof, the
Company shall be required to commence a Net Proceeds Offer it shall follow the
procedures specified below:

               (1) The Net Proceeds Offer shall remain open for a period of 20
          Business Days following its commencement and no longer, except to the
          extent that a longer period is required by applicable law (the "Offer
          Period"). No later than five Business Days after the termination of
          the Offer Period (the "Purchase Date"), the Company shall purchase the
          principal amount of Notes required to be purchased pursuant to Section
          4.10 hereof (the "Offer Amount") or, if less than the Offer Amount has
          been tendered, all Notes tendered in response to the Net Proceeds
          Offer.

               (2) If the Purchase Date is on or after a Record Date and on or
          before the related Interest Payment Date, any accrued interest shall
          be paid to the Person under whose name a Note is registered at the
          close of business on such Record Date, and no additional interest
          shall be payable to Holders who tender Notes pursuant to the Net
          Proceeds Offer.

               (3) Upon the commencement of any Net Proceeds Offer, the Company
          shall send, by first class mail, a notice to each Holder, with a copy
          to the Trustee. The notice shall contain all instructions and
          materials necessary to enable such Holders to tender Notes pursuant to
          the Net Proceeds Offer. The notice, which shall govern the terms of
          the Net Proceeds Offer, shall state:

                    (A) that the Net Proceeds Offer is being made pursuant to
               this Section 3.09 and Section 4.10 hereof and the length of time
               the Net Proceeds Offer shall remain open;

                    (B) the Offer Amount (and the Payment Amount, if different),
               the Offered Price, the Pari Passu Indebtedness Price (if any) and
               the Purchase Date;

                    (C) that any Note not tendered or accepted for payment shall
               continue to accrue interest;

                    (D) that any Note accepted for payment pursuant to the Net
               Proceeds Offer shall cease to accrue interest after the Purchase
               Date;


                                       39
<PAGE>
                    (E) that Holders electing to have a Note purchased pursuant
               to any Net Proceeds Offer shall be required to surrender the
               Note, with the form entitled "Option of Holder to Elect Purchase"
               on the reverse of the Note completed, to the Company, a
               depositary, if appointed by the Company, or a Paying Agent at the
               address specified in the notice at least three days before the
               Purchase Date;

                    (F) that Holders shall be entitled to withdraw their
               election if the Company, depositary or Paying Agent, as the case
               may be, receives, not later than the expiration of the Offer
               Period, a telegram, telex, facsimile transmission or letter
               setting forth the name of the Holder, the principal amount of the
               Note the Holder delivered for purchase and a statement that such
               Holder is withdrawing his election to have the Note purchased;

                    (G) if the aggregate Pari Passu Indebtedness Price paid to
               holders of Pari Passu Indebtedness is less than the pro rata
               portion of the Payment Amount allocable to such Pari Passu
               Indebtedness, then such shortfall shall be used to purchase Notes
               validly tendered and not withdrawn in excess of the pro rata
               portion of the Payment Amount allocable to the Notes;

                    (H) that, if the aggregate Offered Price of Notes validly
               tendered and not withdrawn by Holders of Notes thereof exceeds
               the pro rata portion of the Payment Amount allocable to the Notes
               (as may be increased in accordance with clause (G) above) the
               Company shall select the Notes to be purchased on a pro rata
               basis (with such adjustments as may be deemed appropriate by the
               Company so that only Notes in denominations of $1,000, or
               integral multiples thereof, shall be purchased); and

                    (I) that Holders whose Notes were purchased only in part
               shall be issued new Notes equal in principal amount to the
               unpurchased portion of the Notes surrendered.

               (4) On or before the Purchase Date, the Company shall, to the
          extent lawful, accept for payment, on a pro rata basis to the extent
          necessary, the pro rata portion of the Payment Amount of Notes or
          portions thereof tendered pursuant to the Net Proceeds Offer or, if
          less than the pro rata portion of the Payment Amount has been
          tendered, all Notes or portions thereof tendered, and deliver to the
          Trustee an Officers' Certificate stating that such Notes or portions
          thereof were accepted for payment by the Company in accordance with
          the terms of this Section 3.09. The Company, depositary or Paying
          Agent, as the case may be, shall promptly (but in any case not later
          than five days after the Purchase Date) mail or deliver to each
          tendering Holder an amount equal to the purchase price of the Note
          tendered by such Holder and accepted by the Company for purchase, and
          the Company shall promptly issue a new Note, and the Trustee shall
          authenticate and mail or deliver such new Note to such Holder equal in
          principal amount to any unpurchased portion of the Note surrendered.
          Any Note not so accepted shall be promptly mailed or delivered by the
          Company to the Holder thereof. The Company shall publicly announce the
          results of the Net Proceeds Offer on the Purchase Date.

               (b) Other than as specifically provided in this Section 3.09, any
redemption pursuant to this Section 3.09 shall be made pursuant to the
provisions of Sections 3.01 through 3.06 hereof.


                                       40
<PAGE>
                                    ARTICLE 4

                                    COVENANTS

Section 4.01.  Payment of Notes.
               ----------------

               (a) The Company shall pay the principal of, premium, if any, and
interest on the Notes on the dates and in the manner provided in the Notes and
in this Indenture. Principal, premium, if any, and interest shall be considered
paid on the date due if the Paying Agent, if other than the Company or a
Guarantor, holds as of 11:00 a.m. New York City time on the due date money
deposited by the Company in immediately available funds and designated for and
sufficient to pay all principal, premium, if any, and interest then due. Such
Paying Agent shall return to the Company, no later than five days following the
date of payment, any money (including accrued interest paid by the Company) that
exceeds such amount of principal, premium, if any, and interest paid on the
Notes.

               (b) The Company shall pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue principal at the
rate equal to 1% per annum in excess of the then applicable interest rate on the
Notes to the extent lawful; it shall pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue installments of
interest (without regard to any applicable grace period) at the same rate to the
extent lawful.

Section 4.02.  Maintenance of Office or Agency.
               -------------------------------

               (a) The Company shall maintain in the Borough of Manhattan, in
the City of New York, an office or agency (which may be an office of the Trustee
or an affiliate of the Trustee or Registrar) where Notes may be surrendered for
registration of transfer or exchange and where notices and demands to or upon
the Company in respect of the Notes and this Indenture may be served. The
Company shall give prior written notice to the Trustee of the location, and any
change in the location, of such office or agency. If at any time the Company
shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the
Trustee.

               (b) The Company may also from time to time designate one or more
other offices or agencies where the Notes may be presented or surrendered for
any or all such purposes and may from time to time rescind such designations;
provided, however, that no such designation or rescission shall in any manner
relieve the Company of its obligation to maintain an office or agency in the
Borough of Manhattan, in the City of New York for such purposes. The Company
shall give prior written notice to the Trustee of any such designation or
rescission and of any change in the location of any such other office or agency.

               (c) The Company hereby designates the Corporate Trust Office of
the Trustee as one such office or agency of the Company in accordance with
Section 2.03.

Section 4.03.  SEC Reports.
               -----------

               (a) The Company shall file with the Trustee and provide to the
holders of the Notes, within 15 days after it files them with the Commission,
copies of the annual reports and other reports (or copies of such portions of
any of the foregoing as the Commission may by rules and regulations prescribe)
which the Company files with the Commission pursuant to Section 13 or 15(d) of
the Exchange Act. In the event that the Company is not required to file such
reports with the Commission pursuant to the Exchange Act, the Company shall
nevertheless deliver such Exchange Act information to the Trustee for
distribution to the holders of the Notes within 15 days after it would have been
required to file it with the Commission.


                                       41
<PAGE>
               (b) In addition, whether or not required by the rules and
regulations of the Commission, the Company shall file a copy of all such
information and reports with the Commission for public availability within the
time periods specified in the Commission's rules and regulations (unless the
Commission will not accept such a filing) and make such information available to
securities analysts and prospective investors upon request. In addition, the
Company has agreed that, for so long as any Notes remain outstanding, it will
furnish to the Holders and to securities analysts and prospective investors,
upon their request, the information required to be delivered pursuant to Rule
144A(d)(4) under the Securities Act.

Section 4.04.  Compliance Certificates.
               -----------------------

               (a) Each of the Company and each Guarantor shall deliver to the
Trustee, within 90 days after the end of each fiscal year, an Officers'
Certificate signed by its principal executive officer, principal financial
officer or principal accounting officer stating that a review of the activities
of the Company and its Subsidiaries or such Guarantor, as the case may be,
during the preceding fiscal year has been made under the supervision of the
signing Officers with a view to determining whether each has kept, observed,
performed and fulfilled its obligations under this Indenture, and further
stating, as to each such Officer signing such certificate, that to the best of
his or her knowledge each has kept, observed, performed and fulfilled each and
every covenant contained in this Indenture and is not in default in the
performance or observance of any of the terms, provisions and conditions of this
Indenture (or, if a Default or Event of Default shall have occurred, describing
all such Defaults or Events of Default of which he or she may have knowledge and
what action each is taking or proposes to take with respect thereto).

               (b) So long as not contrary to the then current recommendations
of the American Institute of Certified Public Accountants, the year-end
financial statements delivered pursuant to Section 4.03 above shall be
accompanied by a written statement of (x) the Company's independent public
accountants (who shall be a firm of established national reputation) that in
making the examination necessary for certification of such financial statements
nothing has come to their attention which would lead them to believe that the
Company has violated any provisions of Article 4, 5 or 6 of this Indenture
insofar as they relate to accounting matters or, if any such violation has
occurred, specifying the nature and period of existence thereof, it being
understood that such accountants shall not be liable directly or indirectly to
any Person for any failure to obtain knowledge of any such violation and (y) if
any Restricted Subsidiary's or Guarantor's financial statements are not prepared
on a consolidated basis with the Company's, such Restricted Subsidiary's or
Guarantor's independent public accountants (who shall be a firm of established
national reputation) that in making the examination necessary for certification
of such financial statements nothing has come to their attention which would
lead them to believe that any of the Restricted Subsidiaries or Guarantors is in
Default under this Indenture or, if any such Default has occurred, specifying
the nature and period of existence thereof, it being understood that such
accountants shall not be liable directly or indirectly to any Person for any
failure to obtain knowledge of any such violation.

(c) The Company and each of the Guarantors shall, so long as any of the Notes
are outstanding, deliver to the Trustee, forthwith upon any Officer becoming
aware of (i) any Default or Event of Default or (ii) any event of default under
any other mortgage, indenture or instrument relating to Indebtedness to which
the Company is a party, an Officers' Certificate specifying such Default, Event
of Default or event of default and what action the Company or such Guarantor, as
the case may be, is taking or proposes to take with respect thereto.


                                       42
<PAGE>
               (d) The Company and each of the Guarantors shall also comply with
TIA ss. 314(a)(4).

Section 4.05.  Taxes.
               -----

               The Company and each of the Guarantors shall pay, and shall cause
each of their respective Subsidiaries to pay, prior to delinquency, all material
taxes, assessments, and governmental levies except as contested in good faith
and by appropriate proceedings.

Section 4.06.  Stay, Extension and Usury Laws.
               ------------------------------

               Each of the Company and the Guarantors covenants (to the extent
that it may lawfully do so) that it shall not at any time insist upon, plead, or
in any manner whatsoever claim or take the benefit or advantage of, any stay,
extension or usury law wherever enacted, now or at any time hereafter in force,
that may affect the covenants or the performance of this Indenture (including,
but not limited to, the payment of the principal of or interest on the Notes);
and the Company and each Guarantor (to the extent that they may lawfully do so)
hereby expressly waive all benefit or advantage of any such law, and covenant
that they shall not, by resort to any such law, hinder, delay or impede the
execution of any power herein granted to the Trustee, but shall suffer and
permit the execution of every such power as though no such law has been enacted.

Section 4.07.  Limitation on Restricted Payments.
               ---------------------------------

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

               (a) declare or pay any dividend or make any distribution on or in
          respect of Capital Stock of the Company (including any payment in
          connection with any merger or consolidation involving the Company or
          any of its Restricted Subsidiaries) except dividends or distributions
          payable in Capital Stock (other than Disqualified Stock) of the
          Company;

               (b) purchase, redeem, retire or otherwise acquire for value any
          Capital Stock of the Company held by Persons other than the Company or
          a Restricted Subsidiary of the Company;

               (c) 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

               (d) 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
(a) through (d) being referred to as a "Restricted Payment"), if at the time the
Company or such Restricted Subsidiary makes such Restricted Payment:

                    (1) a Default shall have occurred and be continuing (or
               would result therefrom);

                    (2) the Company is not able to Incur an additional $1.00 of
               Indebtedness pursuant to Section 4.09(a); or

                    (3) 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:


                                       43
<PAGE>
                    (A) 50% of the Consolidated Net Income accrued during the
               period (treated as one accounting period) from the first day of
               the first fiscal quarter beginning 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 Company from
               the issue or sale of its Capital Stock (other than Disqualified
               Stock) or other capital contributions subsequent to the Issue
               Date (other than (i) net proceeds received from an issuance or
               sale of such Capital Stock to a Subsidiary of the Company or an
               employee stock ownership plan or similar trust of the Company or
               a Subsidiary of the Company) and (ii) from proceeds received from
               the sale of the Holdco Notes); provided, however, that the value
               of any non-cash net proceeds shall be as determined by the Board
               of Directors in good faith, except that in the event the value of
               any non-cash net proceeds shall be $5.0 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 Company or any
               Restricted Subsidiary is reduced on the Company's balance sheet
               upon the conversion or exchange (other than by a Restricted
               Subsidiary of the Company) subsequent to the Issue Date of any
               Indebtedness of the Company Incurred subsequent to the Issue Date
               which is convertible or exchangeable for Capital Stock of the
               Company (less the amount of any cash, or other property,
               distributed by the Company upon such conversion or exchange); and

                    (D) the amount equal to the net reduction in Investments
               (other than Permitted Investments) made after the Issue Date by
               the Company 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
               Company or any Restricted Subsidiary of the Company or (ii) the
               redesignation of Unrestricted Subsidiaries as Restricted
               Subsidiaries (valued, in the case of this clause (ii), as
               provided in the definition of "Investment") not to exceed the
               amount of Investments previously included in the calculation of
               the amount of Restricted Payments; provided, however, that no
               such amount shall be included under this clause (D) to the extent
               it is already included in Consolidated Net Income.

The provisions of the immediately preceding paragraph shall not prohibit:

               (1) any purchase or redemption of Capital Stock of the Company or
          Subordinated Obligations made by exchange for, or out of the proceeds
          of the substantially concurrent sale of, Capital Stock (other than
          Disqualified Stock and other than Capital Stock issued or sold to a
          Subsidiary or an employee stock ownership plan or similar trust) of
          the Company; provided, however, that the net proceeds from such sale
          shall be excluded from clause (3)(B) of the immediately preceding
          paragraph;


                                       44
<PAGE>
               (2) any purchase or redemption of Subordinated Obligations made
          by exchange for, or out of the proceeds of the substantially
          concurrent sale of, Subordinated Obligations in compliance with
          Section 4.09;

               (3) dividends paid within 60 days after the date of declaration
          if at such date of declaration such dividend would have complied with
          this covenant;

               (4) payments to Parent to permit Parent, and which are used by
          Parent, to redeem Capital Stock of Parent held by officers, directors
          or employees of the Company or any of its Subsidiaries (or their
          transferees, estates or beneficiaries under their estates); provided,
          however, that the aggregate cash consideration paid for all such
          redemptions shall not exceed $1.0 million during any calendar year
          (with any unused amounts in any calendar year being carried over to
          succeeding calendar years);

               (5) the payment of any dividend by a Restricted Subsidiary to the
          holders of its Capital Stock on a pro rata basis;

               (6) repurchases of Capital Stock deemed to occur upon exercise of
          stock options if such Capital Stock represents a portion of the
          exercise price of such options;

               (7) cash payments in lieu of the issuance of fractional shares in
          connection with the exercise of warrants, options or other securities
          convertible into or exchangeable for Capital Stock of the Company;
          provided, however, that any such cash payment shall not be for the
          purpose of evading the limitation of the covenant described under this
          subheading (as determined in good faith by the Board of Directors of
          the Company);

               (8) to the extent constituting Restricted Payments, the payments
          as described in the Offering Memorandum under the caption "Use of
          Proceeds";

               (9) to the extent constituting Restricted Payments, the payments
          set forth Section 4.11(a)(9) and (10);

               (10) the payment of dividends by the Company to Parent for the
          purpose of enabling Parent to make cash interest payments as and when
          required on the Holdco Notes; provided that (i) such dividends shall
          be made by the Company no earlier than five Business Days prior to the
          date such amounts are required to be paid on the Holdco Notes and (ii)
          at the time of any such dividend, the Company is able to Incur an
          additional $1.00 of Indebtedness pursuant to Section 4.09(a); and

               (11) the making of other Restricted Payments not to exceed $10.0
          million in the aggregate;

provided, however, that no Default shall have occurred or be continuing at the
time of any such Restricted Payment or as a result thereof. In determining the
amount of Restricted Payments permissible under this covenant, amounts expended
pursuant to clauses (3), (4) and (10) of this paragraph shall be included in the
calculation of the amount of Restricted Payments and amounts expended pursuant
to the other clauses of this Section shall be excluded in the calculation of the
amount of Restricted Payments.

               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 of the assets so utilized in making such Restricted Payment;


                                       45
<PAGE>
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 made with non-cash assets in an aggregate amount in excess of
$5.0 million, a written opinion as to the fairness of the valuation thereof (as
determined by the Company) for purposes of determining compliance with Section
4.07 hereof shall be issued by an independent investment banking firm of
national standing.

Section 4.08.  Limitation on Distributions from Restricted Subsidiaries.
               --------------------------------------------------------

               The Company 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:

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

               (2) make any loans or advances to the Company; or

               (3) transfer any of its property or assets to the Company except
          (in each case) for such encumbrances or restrictions existing under or
          by reason of:

                    (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 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
               Company 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
               Company or was acquired by the Company);

                    (c) any encumbrance or restriction with respect to a
               Restricted Subsidiary pursuant to an agreement evidencing
               Indebtedness Incurred without violation of this 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 Notes in any material respect, as determined in
               good faith by the Board of Directors of the Company, 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 (3) of this Section 4.08, 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 Company or any Restricted Subsidiary
               not otherwise prohibited by this Indenture, (C) that is included
               in a licensing agreement to the extent such restrictions limit


                                       46
<PAGE>
               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 Company or any of its
               Restricted Subsidiaries in any manner material to the Company or
               any such Restricted Subsidiary;

                    (e) in the case of clause (3) of this Section 4.08,
               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;

                    (f) in the case of clause (3) of this Section 4.08, any
               instrument governing or evidencing Indebtedness of a Person
               acquired by the Company or any Restricted Subsidiary of the
               Company 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 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;

                    (h) customary provisions in joint venture agreements and
               other similar agreements (in each case relating solely to the
               respective joint venture or similar entity or the Capital Stock
               thereof); and

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

Section 4.09.  Limitation on Incurrence of Indebtedness.

               (a) The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, Incur any Indebtedness; provided, however, that the
Company or any Guarantor may Incur Indebtedness, and any Restricted Subsidiary
may Incur Acquired Indebtedness, if on the date thereof the Consolidated
Leverage Ratio would be less than 5.5:1.

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

               (1) Indebtedness of the Company and the Guarantors Incurred
          pursuant to one or more Credit Facilities in an aggregate principal
          amount not to exceed $85.0 million at any time outstanding under this
          clause (1) (with letters of credit being deemed to have a principal
          amount equal to the maximum potential liability of the Company and its
          Restricted Subsidiaries thereunder), less the aggregate of all net
          proceeds of Asset Dispositions applied to repay any such Indebtedness
          (and, in the case of a revolving credit facility, to effect a
          corresponding reduction in the commitments to advance loans
          thereunder);


                                       47
<PAGE>
               (2) Indebtedness of the Company and its Restricted Subsidiaries
          represented by Capitalized Lease Obligations, mortgage financings or
          purchase money obligations, 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 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 and any refinancing of the foregoing; provided, however,
          that the aggregate principal amount of all Indebtedness Incurred
          pursuant to this clause (2) shall not exceed $5.0 million at any time
          outstanding;

               (3) Indebtedness of the Company owing to and held by any
          Subsidiary or Indebtedness of a Restricted Subsidiary owing to and
          held by the Company or any Restricted Subsidiary; provided, however,
          that any subsequent issuance or transfer of any Capital Stock or any
          other event which results in any such latter Restricted Subsidiary
          ceasing to be a Restricted Subsidiary or any subsequent transfer of
          any such Indebtedness (except to the Company or any Restricted
          Subsidiary) shall be deemed, in each case, to constitute the
          Incurrence of such Indebtedness by the obligor not permitted by this
          clause (3);

               (4) Indebtedness represented by (w) the Notes issued on the Issue
          Date and any Exchange Notes issued in exchange for Notes issued on the
          Issue Date, (x) the Subsidiary Guarantees issued on the Issue Date and
          any Subsidiary Guarantees in respect of Exchange Notes issued in
          exchange for Notes issued on the Issue Date, (y) Existing Indebtedness
          and (z) any Refinancing Indebtedness Incurred in respect of any
          Indebtedness described in this clause (4) or Incurred pursuant to
          paragraph (a) above;

               (5) Indebtedness (A) in respect of performance bonds, bankers'
          acceptances and surety or appeal bonds provided by the Company 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 Company 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,
          franchises or customers of obligations (other than Indebtedness)
          Incurred in the ordinary course of business;

               (6) Indebtedness under Hedging Agreements; provided, however,
          that such Hedging Agreements are entered into for bona fide hedging
          purposes of the Company or its Restricted Subsidiaries and correspond
          in terms of notional amount, duration, currencies, commodities and
          interest rates, as applicable, to Indebtedness of the Company or its
          Restricted Subsidiaries Incurred without violation of this Indenture
          or to business transactions of the Company or its Restricted
          Subsidiaries on customary terms entered into in the ordinary course of
          business;

               (7) Indebtedness consisting of (A) Guarantees by the Company of
          Indebtedness of a Restricted Subsidiary (so long as the guaranteed
          Indebtedness was permitted to be Incurred by another provision of this
          covenant) and (B) Guarantees by a Guarantor of Indebtedness of the
          Company or any other Guarantor (so long as such guaranteed
          Indebtedness was permitted to be Incurred by another provision of this
          covenant); and

               (8) Indebtedness (other than Indebtedness described in clauses
          (1)-(7)) in a principal amount which, when taken together with the
          principal amount of all other Indebtedness Incurred pursuant to this
          clause and then outstanding, will not exceed $10.0 million.

               (c) The Company will not permit any Unrestricted Subsidiary to
Incur any Indebtedness other than Non-Recourse Debt.


                                       48
<PAGE>
               (d) For purposes of determining compliance with this Section
4.09, in the event that an item of Indebtedness meets the criteria of more than
one of the categories of permitted Indebtedness described in Sections 4.09(b)(1)
through (8) or is entitled to be Incurred pursuant to Section 4.09(a), the
Company shall, in its sole discretion, classify such item of Indebtedness and
may divide and classify and later reclassify all or a portion of such
Indebtedness in more than one of the types of Indebtedness described, except
that Indebtedness outstanding under the New Senior Secured Facilities on the
Issue Date shall be deemed to have been Incurred on the Issue Date under Section
4.09(b)(1).

               (e) The accrual of interest, accretion or amortization of
original issue discount and the payment of interest or dividends in the form of
additional Indebtedness will be deemed not to be an Incurrence of Indebtedness
for purposes of Section 4.09.

Section 4.10.  Limitation on Asset Dispositions.

               (a) The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, make any Asset Disposition unless:

               (1) the Company or such Restricted Subsidiary receives
          consideration at the time of such Asset Disposition at least equal to
          the Fair Market Value of the shares and assets subject to such Asset
          Disposition; and

               (2) at least 75% of the consideration thereof received by the
          Company or such Restricted Subsidiary is in the form of cash or Cash
          Equivalents.

If the Company or any Restricted Subsidiary engages in an Asset Disposition, the
Company or such Restricted Subsidiary shall apply the Net Available Cash
therefrom within 395 days after receipt thereof (x) to the extent the Company or
any Restricted Subsidiary elects (or is required by the terms of any Secured
Indebtedness), to prepay, repay or purchase Secured Indebtedness (and shall
cause the related loan commitment (if any) to be permanently reduced in an
amount equal to the principal amount so prepaid, repaid or purchased), (y) to
the investment in or acquisition of Additional Assets or (z) to make capital
expenditures in respect of assets used or useful in the business of the Company
or a Restricted Subsidiary. The amount of Net Available Cash not applied or
invested as provided in this paragraph will constitute "Excess Proceeds."

               (b) When the aggregate amount of Excess Proceeds equals or
exceeds $10.0 million, the Company shall be required to make an offer to
purchase from all Holders and, if applicable, redeem, prepay, repay or purchase
(collectively, "redeem") (or make an offer to do so) any Pari Passu Indebtedness
of the Company, the provisions of which require the Company to redeem such Pari
Passu Indebtedness with the proceeds from any Asset Dispositions (or offer to do
so), in an aggregate principal amount of Notes and such Pari Passu Indebtedness
equal to the amount of such Excess Proceeds as follows:

               (1) the Company shall (a) make an offer to purchase (a "Net
          Proceeds Offer") to all Holders, and (b) redeem (or make an offer to
          do so) any such other Pari Passu Indebtedness (pro rata in proportion
          to the respective principal amounts of the Notes and such other Pari
          Passu Indebtedness required to be redeemed), the maximum principal
          amount (the "Payment Amount") of Notes and Pari Passu Indebtedness
          that may be redeemed out of the amount of such Excess Proceeds;

               (2) the offer price for the Notes shall be payable in cash in an
          amount equal to 100% of the principal amount of the Notes tendered
          pursuant to a Net Proceeds Offer, plus accrued and unpaid interest
          thereon, if any, to the date such Net Proceeds Offer is consummated
          (the "Offered Price"), and the redemption price for such Pari Passu
          Indebtedness (the "Pari Passu Indebtedness Price") shall be as set
          forth in the related documentation governing such Indebtedness;


                                       49
<PAGE>
               (3) if the aggregate Pari Passu Indebtedness Price paid to
          holders of Pari Passu Indebtedness is less than the pro rata portion
          of the Payment Amount allocable to such Pari Passu Indebtedness, then
          such shortfall shall be used to purchase Notes validly tendered and
          not withdrawn in excess of the pro rata portion of the Payment Amount
          allocable to the Notes;

               (4) if the aggregate Offered Price of Notes validly tendered and
          not withdrawn by Holders of Notes thereof exceeds the pro rata portion
          of the Payment Amount allocable to the Notes (as may be increased in
          accordance with clause (3) above), Notes to be purchased shall be
          selected on a pro rata basis; and

               (5) upon completion of such Net Proceeds Offer in accordance with
          the foregoing provisions, the amount of Excess Proceeds with respect
          to which such Net Proceeds Offer was made shall be deemed to be zero.

               To the extent that the sum of the aggregate Offered Price of
Notes tendered pursuant to a Net Proceeds Offer and the aggregate Pari Passu
Indebtedness Price paid to the holders of such Pari Passu Indebtedness is less
than the Payment Amount relating thereto, such shortfall may be used by the
Company for general corporate purposes as permitted under this Indenture.

               Any such Net Proceeds Offer shall be conducted in accordance with
Section 3.09 hereof.

               For the purposes of this covenant, the following will be deemed
to be cash: (x) the assumption by the transferee of senior Indebtedness of the
Company or senior Indebtedness of any Restricted Subsidiary of the Company and
the release of the Company or such Restricted Subsidiary from all liability on
such senior Indebtedness in connection with such Asset Disposition and (y)
securities received by the Company or any Restricted Subsidiary of the Company
from the transferee that are promptly (and in any event within 90 days following
the Asset Disposition) converted by the Company or such Restricted Subsidiary
into cash.

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

Section 4.11.  Limitation on Transactions with Affiliates.
               ------------------------------------------

               The Company shall not, and shall 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 Company, other than a Wholly-Owned Subsidiary
(an "Affiliate Transaction") unless:

               (a) the terms of such Affiliate Transaction are no less favorable
          to the Company 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;


                                       50
<PAGE>
               (b) in the event such Affiliate Transaction involves an aggregate
          amount in excess of $2.5 million, the terms of such transaction have
          been approved by a majority of the members of the Board of Directors
          of the Company and by a majority of the disinterested members of such
          Board (and such majority or majorities, as the case may be, determines
          that such Affiliate Transaction satisfies the criteria in (a) above);
          and

               (c) in the event such Affiliate Transaction involves an aggregate
          amount in excess of $5.0 million, the Company has received a written
          opinion from an independent investment banking firm of nationally
          recognized standing that such Affiliate Transaction is fair to the
          Company or such Restricted Subsidiary, as the case may be, from a
          financial point of view.

           The foregoing paragraph shall not apply to:

               (1) any Restricted Payment permitted to be made pursuant to
          Section 4.07;

               (2) 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
          Company;

               (3) loans or advances to employees in the ordinary course of
          business of the Company or any of its Restricted Subsidiaries in
          aggregate amount outstanding not to exceed $2.0 million at any time;

               (4) any transaction between the Company and a Restricted
          Subsidiary or between Restricted Subsidiaries so long as the Affiliate
          (other than the Company or another Restricted Subsidiary) owns any
          Capital Stock in any such Restricted Subsidiary;

               (5) indemnification agreements with, and the payment of fees and
          indemnities to, directors, officers and employees of the Company and
          its Restricted Subsidiaries, in each case in the ordinary course of
          business;

               (6) transactions pursuant to agreements in existence on the Issue
          Date which are described in the Offering Memorandum;

               (7) any employment, non-competition or confidentiality agreements
          entered into by the Company or any of its Restricted Subsidiaries with
          its employees in the ordinary course of business;

               (8) the issuance of Capital Stock of the Company (other than
          Disqualified Stock);

               (9) the entering into of a tax sharing agreement, or payments
          pursuant thereto, between the Company and/or one or more Restricted
          Subsidiaries, on the one hand, and Parent or any other Person with
          which the Company or such Restricted Subsidiaries are required or
          permitted to file a consolidated, combined or unitary tax return or
          with which the Company or such Restricted Subsidiaries are part of a
          consolidated combined or unitary group for tax purposes, on the other
          hand, which payments by the Company and the Restricted Subsidiaries
          are not in excess of the tax liabilities that would have been payable
          by them on a stand-alone basis; and

               (10) payments by the Company to or on behalf of Parent in an
          amount sufficient to pay out-of-pocket legal, accounting and filing
          costs of Parent actually Incurred by Parent, in any case in an
          aggregate amount not to exceed $500,000 in any calendar year in which
          there does not exist a Public Market and $1.0 million in any calendar
          year in which a Public Market exists.


                                       51
<PAGE>
Section 4.12.  Limitation on Liens.
               -------------------

               The Company shall not, and shall not permit any Restricted
Subsidiary to, directly or indirectly, create, incur, assume or suffer to exist
any Liens (except for Permitted Liens) against any assets of the Company or any
Restricted Subsidiary, unless contemporaneously therewith:

               (1) in the case of any Lien securing an obligation that ranks
          pari passu with the Notes or a Subsidiary Guarantee, effective
          provision is made to secure the Notes or such Subsidiary Guarantee, as
          the case may be, at least equally and ratably with or prior to such
          obligation with a Lien on the same collateral; and

               (2) in the case of any Lien securing an obligation that is
          subordinated in right of payment to the Notes or a Subsidiary
          Guarantee, effective provision is made to secure the Notes or such
          Subsidiary Guarantee, as the case may be, with a Lien on the same
          collateral that is prior to the Lien securing such subordinated
          obligation,

in each case, for so long as such obligation is secured by such Lien.

Section 4.13.  Corporate Existence.
               -------------------

               Subject to Article 5 hereof, the Company shall do or cause to be
done all things necessary to preserve and keep in full force and effect its
corporate existence, and the corporate, partnership or other existence of each
Subsidiary, in accordance with the respective organizational documents (as the
same may be amended from time to time) of each Subsidiary and the rights
(charter and statutory), licenses and franchises of the Company and its
Subsidiaries; provided, however, that the Company shall not be required to
preserve any such right, license or franchise, or the corporate, partnership or
other existence of any Subsidiary, if the Board of Directors of the Company
shall determine that the preservation thereof is no longer desirable in the
conduct of the business of the Company and its Subsidiaries, taken as a whole,
and that the loss thereof is not adverse in any material respect to the Holders.

Section 4.14.  Change of Control.
               -----------------

               (a) Upon the occurrence of a Change of Control each Holder will
have the right to require the Company to repurchase all or any part of such
Holder's Notes at a purchase price in cash equal to 101% of the principal amount
thereof plus accrued and unpaid interest, if any, to the date of purchase
(subject to the right of holders of record on the relevant record date to
receive interest due on the relevant Interest Payment Date).

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

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


                                       52
<PAGE>
               (2) the repurchase date (which shall be no earlier than 30 days
          nor later than 60 days from the date such notice is mailed); and

               (3) the procedures determined by the Company, consistent with
          this Indenture, that a Holder must follow in order to have its Notes
          purchased.

               (c) Holders electing to have a Note repurchased will be required
          to surrender the Note, with the form entitled "Option of Holder to
          Elect Purchase" on the reverse of the Note completed, to the Company
          at the address specified in the notice at least 10 Business Days prior
          to the repurchase date. Holders will be entitled to withdraw their
          election if the Trustee or the Company receives not later than three
          Business Days prior to the repurchase date, a telegram, telex,
          facsimile transmission or letter setting forth the name of the Holder,
          the principal amount of the Note which was delivered for repurchase by
          the Holder and a statement that such Holder is withdrawing his
          election to have such Note purchased.

               (d) On the repurchase date, all Notes repurchased by the Company
          under this Section 4.14 shall be delivered by the Trustee for
          cancellation, and the Company shall pay the repurchase price plus
          accrued and unpaid interest, if any, to the Holders entitled thereto.

               (e) The Company will comply, to the extent applicable, with the
          requirements of Section 14(e) of the Exchange Act and any other
          securities laws or regulations in connection with the repurchase of
          Notes pursuant to this Section 4.14(e). To the extent that the
          provisions of any securities laws or regulations conflict with
          provisions of this Indenture, the Company will comply with the
          applicable securities laws and regulations and shall not be deemed to
          have breached its obligations described in this Indenture by virtue
          thereof.

                                   ARTICLE 5

                                   SUCCESSORS

Section 5.01.  Limitations on Merger, Consolidation or Sale of Assets.
               ------------------------------------------------------

               The Company shall not directly or indirectly consolidate with or
merge with or into, or convey, transfer or lease all or substantially all of its
assets, whether in a single or series of related transactions, to, any Person
(other than a Guarantor) and the Company shall not permit any one or more
Restricted Subsidiaries directly or indirectly to consolidate or merge with or
into, or convey, transfer or lease all or substantially all of their or its
assets, whether in a single or series of related transactions, to any Person
(other than a Guarantor) if it would involve all or substantially all of the
consolidated assets of the Company, unless:

               (1) the resulting, surviving or transferee Person (the "Successor
          Company") shall be a corporation organized and existing under the laws
          of the United States of America, any State thereof or the District of
          Columbia and the Successor Company (if not the Company) shall
          expressly assume, by supplemental indenture, executed and delivered to
          the Trustee, in form satisfactory to the Trustee, all the obligations
          of the Company under the Notes, this Indenture and the Registration
          Rights Agreement;

               (2) immediately after giving effect to such transaction (and
          treating any Indebtedness that becomes an obligation of the Successor
          Company or any Restricted Subsidiary of the Successor Company as a
          result of such transaction as having been Incurred by the Successor
          Company or such Restricted Subsidiary at the time of such
          transaction), no Default shall have occurred and be continuing;


                                       53
<PAGE>
               (3) immediately after giving effect to such transaction, the
          Successor Company would be able to Incur at least an additional $1.00
          of Indebtedness pursuant to Section 4.09(a); and

               (4) the Company shall have delivered to the Trustee an Officers'
          Certificate and an Opinion of Counsel, each stating that such
          consolidation, merger or transfer and such supplemental indenture (if
          any) comply with this Indenture.

               (b) No Guarantor (other than any Guarantor whose Subsidiary
Guarantee is to be released in accordance with the terms of the Subsidiary
Guarantee and this Indenture in connection with any transaction complying with
the provisions of Section 4.10) shall consolidate with or merge with or into or
convey, transfer or lease all or substantially all of its assets to any Person
(other than the Company or any other Guarantor) unless:

               (1) the resulting, surviving or transferee Person (the "Successor
          Guarantor") shall be a corporation organized and existing under the
          laws of the United States of America, any State thereof or the
          District of Columbia and the Successor Guarantor (if not such
          Guarantor) shall expressly assume, by supplemental indenture, executed
          and delivered to the Trustee, in form satisfactory to the Trustee, all
          the obligations of such Guarantor under the Notes, this Indenture and
          the Registration Rights Agreement;

               (2) immediately after giving effect to such transaction (and
          treating any Indebtedness that becomes an obligation of the Successor
          Guarantor or any Restricted Subsidiary of the Successor Guarantor as a
          result of such transaction as having been Incurred by the Successor
          Guarantor or such Restricted Subsidiary at the time of such
          transaction), no Default shall have occurred and be continuing; and

               (3) the Guarantor shall have delivered to the Trustee an
          Officers' Certificate and an Opinion of Counsel, each stating that
          such consolidation, merger or transfer and such supplemental indenture
          (if any) comply with this Indenture.

Section 5.02.  Successor Company Substituted.
               -----------------------------

                     The Successor Company or the Successor Guarantor, as the
case may be, will succeed to, and be substituted for, and may exercise every
right and power of, the Company or a Guarantor, as applicable, under this
Indenture, but, in the case of a lease of all or substantially all its assets,
the Company or the Guarantor, as the case may be, will not be released from the
obligation to pay the principal of and interest on the Notes or its Subsidiary
Guarantee, as applicable.

                                   ARTICLE 6

                              DEFAULTS AND REMEDIES

Section 6.01.  Events of Default.
               -----------------

               (a) Each of the following constitutes an Event of Default ("Event
of Default") under this Indenture:

               (1) a default in any payment of interest on any Note when due,
          continued for 30 days;


                                       54
<PAGE>
               (2) a default in the payment of principal of any Note when due at
          its Stated Maturity, upon optional redemption, upon required
          repurchase, upon declaration or otherwise;

               (3) the failure by the Company to comply with its obligations
          under Section 5.01;

               (4) the failure by the Company to comply for 30 days after notice
          with any of its obligations under Sections 3.09, 4.03, 4.07, 4.08,
          4.09, 4.10, 4.11, 4.12 or 4.14 hereof (in each case, other than a
          failure to purchase Notes, which shall constitute an Event of Default
          under clause (2) above);

               (5) the failure by the Company or any Guarantor to comply for 45
          days after notice with its other agreements contained in this
          Indenture;

               (6) Indebtedness of the Company or any Restricted Subsidiary is
          not paid within any applicable grace period after the due date thereof
          or is accelerated by the holders thereof because of a default and the
          total amount of all such Indebtedness unpaid or accelerated exceeds
          $10.0 million;

               (7) any judgment or decree for the payment of money in excess of
          $10.0 million (to the extent not covered by insurance) is rendered
          against the Company or a Significant Subsidiary and such judgment or
          decree shall remain undischarged or unstayed for a period of 60 days
          after such judgment becomes final and non-appealable;

               (8) any Subsidiary Guarantee by a Significant Subsidiary ceases
          to be in full force and effect (except as contemplated by the terms
          hereof) or any Guarantor that is a Significant Subsidiary denies or
          disaffirms its obligations hereunder or its Subsidiary Guarantee and
          such Default continues for 10 days;

               (9) the Company or any of its Significant Subsidiaries pursuant
          to or within the meaning of any Bankruptcy Law:

                    (A) commences a voluntary case,

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

                    (C) consents to the appointment of a custodian of it or for
               all or substantially all of its property,

                    (D) makes a general assignment for the benefit of its
               creditors,

                    (E) consents to or acquiesces in the institution of a
               bankruptcy or an insolvency proceeding against it, or

                    (F) takes any corporate action to authorize or effect any of
               the foregoing;

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

                    (A) is for relief against the Company or any of its
               Significant Subsidiaries in an involuntary case,


                                       55
<PAGE>
                    (B) appoints a custodian of the Company or any of its
               Significant Subsidiaries or for all or substantially all of the
               property of the Company or any of its Significant Subsidiaries,
               or

                    (C) orders the liquidation of the Company or any of its
               Significant Subsidiaries,

               and the order or decree remains unstayed and in effect for 60
consecutive days.

However, a default under clause (4) or (5) will not constitute an Event of
Default until the Trustee or the holders of 25% in principal amount of the
outstanding Notes notify the Company of the default and the Company does not
cure such default within the time specified in clause (4) or (5) after receipt
of such notice.

Section 6.02.  Acceleration.
               ------------

               If an Event of Default (other than an Event of Default specified
in clauses (9) or (10) of Section 6.01(a) with respect to the Company) occurs
and is continuing, the Trustee or the Holders of not less than 25% in aggregate
principal amount of the then outstanding Notes by notice to the Company and (if
given by the Holders) the Trustee, may declare (a "Declaration") the unpaid
principal of, and any accrued and unpaid interest on, all the Notes to be due
and payable (the "Default Amount"). Upon any such Declaration, the Default
Amount shall be due and payable immediately. If an Event of Default specified in
clauses (9) or (10) of Section 6.01(a) occurs with respect to the Company, the
Default Amount shall ipso facto become and be immediately due and payable
without any Declaration or other act on the part of the Trustee or any Holder.
The Holders of a majority in aggregate principal amount of the then outstanding
Notes by written notice to the Trustee may rescind any Declaration if all Events
of Default then continuing (other than any Events of Default with respect to the
nonpayment of principal of or interest on any Note which has become due solely
as a result of such Declaration) have been cured, and may waive any Default
other than a Default with respect to a covenant or provision that cannot be
modified or amended without the consent of each Holder pursuant to Section 9.02
hereof.

Section 6.03.  Other Remedies.
               --------------

               (a) If an Event of Default occurs and is continuing, the Trustee
and the Holders may pursue any available remedy to collect the payment of
principal, premium, if any, or interest on the Notes or to enforce the
performance of any provision of the Notes or this Indenture.

               (b) The Trustee may maintain a proceeding even if it does not
possess any of the Notes or does not produce any of them in the proceeding. A
delay or omission by the Trustee or any Holder in exercising any right or remedy
accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.

Section 6.04.  Waiver of Past Defaults.
               -----------------------

               The Holders of at least a majority in aggregate principal amount
of the then outstanding Notes by notice to the Trustee may waive an existing
Default or Event of Default and its consequences, except a continuing Default or
Event of Default in the payment of the principal, premium, if any, or interest
on any Note (other than principal, premium (if any) or interest which has become
due solely as a result of a Declaration) or a Default or Event of Default that
cannot be modified or amended without the consent of the Holder of each
outstanding Note affected. Upon any such waiver, such Default shall cease to
exist, and any Event of Default arising therefrom shall be deemed to have been
cured for every purpose of this Indenture; but no such waiver shall extend to
any subsequent or other Default or impair any right consequent thereon.


                                       56
<PAGE>
Section 6.05.  Control by Majority.
               -------------------

               The Holders of at least a majority in aggregate principal amount
of the Notes then outstanding may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or exercising
any trust or power conferred on it. However, the Trustee may refuse to follow
any direction that conflicts with law or this Indenture, that the Trustee
determines may be unduly prejudicial to the rights of other Holders or that may
involve the Trustee in personal liability.

Section 6.06.  Limitation on Suits.
               -------------------

               (a) A Holder may pursue a remedy with respect to this Indenture
or the Notes only if:

               (1) the Holder has previously given to the Trustee written notice
          of a continuing Event of Default;

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

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

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

               (5) during such 60-day period the Holders of a majority in
          principal amount of the then outstanding Notes do not give the
          Trustee, in the reasonable opinion of such Trustee, a direction
          inconsistent with the request.

           The preceding limitations shall not apply to a suit instituted by a
Holder for enforcement of payment of principal of, and premium, if any, or
interest on, a Note on or after the respective due dates for such prepayments
set forth in such Note.

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

Section 6.07.  Rights of Holders to Receive Payment.
               ------------------------------------

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

Section 6.08.  Collection Suit by Trustee.
               --------------------------

               If an Event of Default specified in Section 6.01(a)(1) or (2) or
an acceleration pursuant to Section 6.02 occurs and is continuing, the Trustee
is authorized to recover judgment in its own name and as trustee of an express


                                       57
<PAGE>
trust against the Company or any Guarantor or any other obligor on the Notes for
the whole amount of principal, premium, if any, and accrued interest remaining
unpaid on the Notes and interest on overdue principal, premium, if any, and, to
the extent lawful, interest on overdue installments of interest and such further
amount as shall be sufficient to cover the costs and expenses of collection,
including any advances made by the Trustee and the reasonable compensation,
expenses and disbursements of the Trustee, its agents and counsel.

Section 6.09.  Trustee May File Proofs of Claim.
               --------------------------------

               The Trustee is authorized to file such proofs of claim and other
papers or documents as may be necessary or advisable in order to have the claims
of the Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Holders allowed in any judicial proceedings relative to the Company or any
Guarantor (or any other obligor on the Notes), its creditors or its property and
shall be entitled and empowered to collect, receive and distribute any money or
other property payable or deliverable on any such claims and any custodian in
any such judicial proceeding is hereby authorized by each Holder to make such
payments to the Trustee, and in the event that the Trustee shall consent to the
making of such payments directly to the Holders, to pay to the Trustee any
amount due to it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 7.07 hereof. To the extent that the payment of any such
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 7.07 hereof out
of the estate in any such proceeding, shall be denied for any reason, payment of
the same shall be secured by a Lien on, and shall be paid out of, any and all
distributions, dividends, money, securities and other properties which the
Holders may be entitled to receive in such proceeding whether in liquidation or
under any plan of reorganization or arrangement or otherwise. Nothing herein
contained shall be deemed to authorize the Trustee to authorize or consent to or
accept or adopt on behalf of any Holder any plan of reorganization, arrangement,
adjustment or composition affecting the Notes or the rights of any Holder
thereof, or to authorize the Trustee to vote in respect of the claim of any
Holder in any such proceeding.

Section 6.10.  Priorities.
               ----------

               (a) If the Trustee collects any money pursuant to this Article 6,
it shall pay out the money in the following order:

               (1) First: to the Trustee, its agents and attorneys for amounts
          due under Section 7.07, including payment of all compensation,
          expenses and liabilities Incurred, and all advances made, by the
          Trustee and the costs and expenses of collection;

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

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

               (4) Fourth: to the Company or, to the extent the Trustee collects
          any amount pursuant to Article 10 hereof from any Guarantor, to such
          Guarantor, or to such party as a court of competent jurisdiction shall
          direct.

               (b) The Trustee may fix a record date and payment date for any
payment to Holders.


                                       58
<PAGE>
Section 6.11.  Undertaking for Costs.
               ---------------------

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

                                    ARTICLE 7

                                     TRUSTEE

Section 7.01.  Duties of Trustee.
               -----------------

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

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

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

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

               (c) Notwithstanding anything to the contrary herein contained,
the Trustee may not be relieved from liabilities for its own negligent action,
its own negligent failure to act, or its own willful misconduct, except that:

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

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

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

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


                                       59
<PAGE>
               (e) No provision of this Indenture shall require the Trustee to
expend or risk its own funds or otherwise Incur any financial liability in the
performance of any of its duties hereunder or in the exercise of any of its
rights or powers if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it.

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

Section 7.02.  Rights of Trustee.
               -----------------

               (a) The Trustee may conclusively rely upon any document believed
by it to be genuine and to have been signed or presented by the proper Person.
The Trustee need not investigate any fact or matter stated in the document
unless the Trustee has reason to believe such fact or matter is not true.

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

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

               (d) The Trustee shall not be liable for any action it takes or
omits to take in good faith which it believes to be authorized or within its
rights or powers conferred upon it by this Indenture.

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

               (f) The permissive rights of the Trustee to do certain things
enumerated in this Indenture shall not be construed as a duty and the Trustee
shall not be answerable for other than its negligence or willful default with
respect to such permissive rights.

               (g) Except for (i) an Event of Default under 6.01(a)(1) or (2)
hereof, or (ii) any other event of which the Trustee has "actual knowledge,"
which event, with the giving of notice or the passage of time or both, would
constitute an Event of Default, the Trustee shall not be deemed to have notice
of any Default or Event of Default unless specifically notified in writing of
such event by the Company or the Holders of not less than 25% in aggregate
principal amount of Notes outstanding; as used herein, the term "actual
knowledge" means the actual fact or statement of knowing, without any duty to
make any investigation with regard thereto.

Section 7.03.  Individual Rights of Trustee.
               ----------------------------

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


                                       60
<PAGE>
Section 7.04.  Trustee's Disclaimer.
               --------------------

               The Trustee shall not be responsible for and makes no
representation as to the validity or adequacy of this Indenture, the Notes or
the Subsidiary Guarantees, it shall not be accountable for the Company's use of
the proceeds from the Notes or any money paid to the Company or upon the
Company's direction under any provision of this Indenture, it shall not be
responsible for the use or application of any money received by any Paying Agent
other than the Trustee, and it shall not be responsible for any statement or
recital herein or any statement in the Notes or the Subsidiary Guarantees or any
other document in connection with the sale of the Notes or pursuant to this
Indenture other than its certificate of authentication.

Section 7.05.  Notice of Defaults.
               ------------------

               If a Default or Event of Default occurs and is continuing and if
it is known to the Trustee, the Trustee shall mail to each Holder a notice of
the Default or Event of Default within 60 days after it occurs. Except in the
case of a Default in any payment of principal or interest on any Note, the
Trustee may withhold the notice if a committee of its officers in good faith
determines that withholding the notice is in the interest of the Holders. In
addition, the Company is required to deliver to the Trustee, within 90 days
after each fiscal year of the Company, a certificate indicating whether the
signers thereof know of any Default that occurred during the previous year. The
Company shall also deliver to the Trustee, within 30 days after the occurrence
thereof, written notice of any events which would constitute a Default.

Section 7.06.  Reports by Trustee to Holders.
               -----------------------------

               (a) Within 60 days after each May 15 beginning with the May 15
following the date of this Indenture, the Trustee shall mail to the Holders a
brief report dated as of such reporting date that complies with TIA ss. 313(a)
(but if no event described in TIA ss. 313(a) has occurred within the twelve
months preceding the reporting date, no report need be transmitted). The Trustee
also shall comply with TIA ss.ss. 313(b), (c) and (d).

               (b) A copy of each report at the time of its mailing to the
Holders shall be filed with the Commission and each stock exchange, if any, on
which the Notes are listed. The Company shall promptly notify the Trustee if and
when the Notes are listed on any stock exchange.

Section 7.07.  Compensation and Indemnity.
               --------------------------

               (a) The Company and the each of the Guarantors, jointly and
severally, shall pay to the Trustee from time to time reasonable compensation
for its acceptance of this Indenture and services hereunder. The Trustee's
compensation shall not be limited by any law on compensation of a trustee of an
express trust. The Company and each of the Guarantors, jointly and severally,
shall reimburse the Trustee upon request for all reasonable disbursements,
advances and expenses Incurred or made by it in addition to the compensation for
its services. Such expenses shall include the reasonable compensation,
disbursements and expenses of the Trustee's agents and counsel.

               (b) The Company and each of the Guarantors, jointly and
severally, shall indemnify the Trustee against any and all losses, liabilities
or expenses Incurred by it arising out of or in connection with the acceptance
or administration of its duties under this Indenture, including the costs and
expenses of defending itself against any claim or liability in connection with
the exercise or performance of any of its powers or duties hereunder, except as
set forth below in subparagraph (d). The Trustee shall notify the Company and
each of the Guarantors promptly of any claim for which it may seek indemnity.
Failure by the Trustee to so notify the Company or any Guarantor shall not
relieve the Company or any of the Guarantors of their Obligations hereunder. The
Trustee may have separate counsel and the Company and each of the Guarantors,
jointly and severally, shall pay the reasonable fees and expenses of such
counsel. Neither the Company nor any Guarantor need pay for any settlement made
without its consent, which consent shall not be unreasonably withheld.


                                       61
<PAGE>
               (c) The obligations of the Company and each of the Guarantors
under this Section 7.07 shall survive the resignation or removal of the Trustee
and the satisfaction and discharge or termination of this Indenture.

               (d) Notwithstanding subparagraphs (a) or (b) above, neither the
Company nor any Guarantor need reimburse any expense or indemnify against any
loss or liability Incurred by the Trustee through its own negligence, bad faith
or willful misconduct.

               (e) To secure the Company's and each of the Guarantor's payment
obligations in this Section, the Trustee shall have a Lien prior to the Notes on
all money or property held or collected by the Trustee, except that held in
trust to pay principal, premium, if any, and interest on particular Notes. Such
Lien shall survive the resignation or removal of the Trustee and the
satisfaction and discharge of this Indenture.

               (f) When the Trustee Incurs expenses or renders services after an
Event of Default specified in Section 6.01(a)(9) or (10) hereof occurs, the
expenses and the compensation for such services (including the fees and expenses
of its agents and counsel) are intended to constitute expenses of administration
under any Bankruptcy Law.

Section 7.08.  Replacement of Trustee.
               ----------------------

               (a) A resignation or removal of the Trustee and appointment of a
successor Trustee shall become effective only upon the successor Trustee's
acceptance of appointment as provided in this Section 7.08.

               (b) The Trustee may resign at any time and be discharged from the
trust hereby created by so notifying the Company. The Holders of a majority in
principal amount of the then outstanding Notes may remove the Trustee by so
notifying the Trustee and the Company. The Company may remove the Trustee if:

               (i) the Trustee fails to comply with Section 7.10 hereof;

               (ii) the Trustee is adjudged a bankrupt or an insolvent or an
          order for relief is entered with respect to the Trustee under any
          Bankruptcy Law;

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

               (iv) the Trustee becomes incapable of acting.

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


                                       62
<PAGE>
               (d) A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon, the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee shall mail a notice of its
succession to each Holder. The retiring Trustee shall promptly transfer all
property held by it as Trustee to the successor Trustee; provided all sums owing
to the Trustee hereunder have been paid and subject to the Lien provided for in
Section 7.07 hereof. Notwithstanding replacement of the Trustee pursuant to this
Section 7.08, the Company's and each of the Guarantor's obligations under
Section 7.07 hereof shall continue for the benefit of the retiring Trustee.

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

               (f) If the Trustee after written request by any Holder who has
been a Holder for at least six months fails to comply with Section 7.10, such
Holder may petition any court of competent jurisdiction for the removal of the
Trustee and the appointment of a successor Trustee.

Section 7.09.  Successor Trustee by Merger, Etc.
               --------------------------------

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

Section 7.10.  Eligibility; Disqualification.
               -----------------------------

               (a) There shall at all times be a Trustee hereunder which shall
be a corporation organized and doing business under the laws of the United
States of America or any State or Territory thereof or the District of Columbia
authorized under such laws to exercise corporate trustee power, shall be subject
to supervision or examination by Federal, State, Territorial, or District of
Columbia authority and shall have a combined capital and surplus of at least
$100 million as set forth in its most recent published annual report of
condition.

               (b) This Indenture shall always have a Trustee who satisfies the
requirements of TIA ss.ss. 310(a)(1), (2) and (5). The Trustee shall comply with
TIA ss. 310(b). The provisions of TIA ss. 310 shall also apply to the Company
and each of the Guarantors, as obligor of the Notes.

Section 7.11.        Preferential Collection of Claims Against the Company.
                     -----------------------------------------------------

                     The Trustee shall comply with TIA ss. 311(a), excluding any
creditor relationship listed in TIA ss. 311(b). A Trustee who has resigned or
been removed shall be subject to TIA ss. 311(a) to the extent indicated therein.
The provisions of TIA ss. 311 shall apply to the Company and each of the
Guarantors as obligor on the Notes.


                                       63
<PAGE>
                                   ARTICLE 8

                             DISCHARGE OF INDENTURE

Section 8.01.  Discharge of Liability on Securities; Defeasance.
               ------------------------------------------------

               (a) This Indenture will be discharged and will cease to be of
further effect (except as to rights of registration of transfer or exchange of
Notes, which shall survive until all Notes have been cancelled) as to all
outstanding Notes when either:

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

               (2) (A) all Notes not delivered to the Trustee for cancellation
          otherwise have become due and payable or have been called for
          redemption pursuant to Section 3.07 and the Company has irrevocably
          deposited or cause to be deposited with the Trustee trust funds in
          trust in an amount of money sufficient to pay and discharge the entire
          Indebtedness (including all principal and accrued interest) on the
          Notes not theretofore delivered to the Trustee for cancellation;

               (B) the Company has paid all sums payable by it under this
          Indenture; and

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

               (D) the Company has delivered an Officers' Certificate and an
          Opinion of Counsel stating that all conditions precedent to
          satisfaction and discharge have been complied with.

               (b) Subject to Sections 8.01(e), 8.02 and 8.06 hereof, the
Company at any time may terminate (i) all its obligations under the Notes and
this Indenture ("legal defeasance option"), or (ii) all its obligations under
Sections 3.09, 4.03, 4.04(a), (b) and (c), 4.07, 4.08, 4.09, 4.10, 4.11, 4.12,
4.13, 4.14 or 5.01(a)(3) and 5.01(a)(4) and the operation of Sections
6.01(a)(4), 6.01(a)(5), 6.01(a)(6), 6.01(a)(7) and 6.01(a)(8) (as well as
6.01(a)(9) and 6.01(a)(10) hereof but only with respect to Significant
Subsidiaries) ("covenant defeasance option"). The Company may exercise its legal
defeasance option notwithstanding its prior exercise of its covenant defeasance
option.

               (c) If the Company exercises its legal defeasance option, payment
of the Notes may not be accelerated because of an Event of Default. If the
Company exercises its covenant defeasance option, payment of the Notes may not
be accelerated because of an Event of Default specified in Sections 6.01(a)(4),
(5), (6), (7), (8), (9) (with respect to Significant Subsidiaries only) or (10)
(with respect to Significant Subsidiaries only) or because of an Event of
Default specified in Section 6.01(a)(3) resulting from the failure of the
Company to comply with Section 5.01(a)(3).

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

               (e) Notwithstanding clauses (a) and (b) above, the Company's
obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 7.07, 7.08, 8.01, 8.04,
8.05 and 8.06 hereof and the obligations of each Guarantor under Article 10 in
respect thereof shall survive until the Notes have been paid in full.
Thereafter, the Company's obligations in Sections 7.07, 8.04 and 8.05 hereof and
the obligations of Guarantors under Article 10 in respect thereof shall survive.


                                       64
<PAGE>
Section 8.02.  Conditions to Defeasance.
               ------------------------

               (a) The Company may exercise its legal defeasance option or its
covenant defeasance option only if:

               (1) the Company irrevocably deposits in trust with the Trustee
          money or U.S. Government Obligations in amounts (including interest,
          but without consideration of any reinvestment of such interest) and
          maturities sufficient, but in the case of the legal defeasance option
          only, not more than such amounts (as certified by a nationally
          recognized firm of independent public accountants), to pay and
          discharge at their Stated Maturity (or such earlier redemption date as
          the Company shall have specified to the Trustee) the principal of,
          premium, if any, and interest on all outstanding Notes to maturity or
          redemption, as the case may be, and to pay all of the sums payable by
          it hereunder; provided that the Trustee shall have been irrevocably
          instructed to apply such money or the proceeds of such U.S. Government
          Obligations to the payment of said principal, premium, if any, and
          interest with respect to the Notes;

               (2) in the case of the legal defeasance option only, 91 days pass
          after the deposit is made and during the 91 day period no Default
          specified in Section 6.01(a)(9) or (10) hereof with respect to the
          Company or any Guarantor occurs which is continuing at the end of the
          period;

               (3) no Default has occurred and is continuing on the date of such
          deposit and after giving effect thereto;

               (4) the deposit does not constitute a default under any other
          agreement binding on the Company;

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

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

               (7) in the case of the covenant defeasance option, the Company
          shall have delivered to the Trustee an Opinion of Counsel to the
          effect that the Holders will not recognize income, gain or loss for
          Federal income tax purposes as a result of such covenant defeasance
          and will be subject to Federal income tax on the same amounts, in the
          same manner and at the same times as would have been the case if such
          covenant defeasance had not occurred; and


                                       65
<PAGE>
               (8) the Company delivers to the Trustee an Officers' Certificate
          and an Opinion of Counsel, each stating that all conditions precedent
          to the defeasance and discharge of the Notes as contemplated by this
          Article 8 have been complied with.

               (b) In order to have money available on a payment date to pay
principal, premium, if any, or interest on the Notes, the U.S. Government
Obligations deposited pursuant to preceding clause (a) shall be payable as to
principal or interest at least one Business Day before such payment date in such
amounts as shall provide the necessary money. U.S. Government Obligations shall
not be callable at the issuer's option.

               (c) Before or after a deposit, the Company may make arrangements
satisfactory to the Trustee for the redemption of Notes at a future date in
accordance with Article 3 hereof.

Section 8.03.  Application of Trust Money.
               --------------------------

               The Trustee shall hold in trust money or U.S. Government
Obligations deposited with it pursuant to this Article 8. It shall apply the
deposited money and the money from U.S. Government Obligations through the
Paying Agent and in accordance with this Indenture to the payment of principal,
premium, if any, and interest on the Notes.

Section 8.04.  Repayment to the Company.
               ------------------------

               (a) The Trustee and the Paying Agent shall promptly, and in any
event no later than five Business Days, pay to the Company upon written request
any excess money or securities held by them at any time; provided, however, that
the Trustee shall not pay any such excess to the Company unless the amount
remaining on deposit with the Trustee, after giving effect to such transfer are
sufficient to pay principal, premium, if any, and interest on the outstanding
Notes, which amount shall be certified as such by independent public
accountants.

               (b) The Trustee and the Paying Agent shall pay to the Company
upon written request any money held by them for the payment of principal,
premium, if any, or interest that remains unclaimed for two years after the date
upon which such payment shall have become due; provided, however, that the
Company shall have either caused notice of such payment to be mailed to each
Holder entitled thereto no less than 30 days prior to such repayment or within
such period shall have published (or at the expense of the Company, the Trustee
shall have caused to be published) such notice in a financial newspaper of
widespread circulation published in the City of New York. After payment to the
Company, Holders entitled to the money must look to the Company and the
Guarantors for payment as general creditors unless an applicable abandoned
property law designates another Person, and all liability of the Trustee and
such Paying Agent with respect to such money shall cease.

Section 8.05.  Indemnity for Government Obligations.
               ------------------------------------

               The Company and the Guarantors, jointly and severally, shall pay
and shall indemnify the Trustee against any tax, fee or other charge imposed on
or assessed against deposited U.S. Government Obligations or the principal and
interest received on such U.S. Government Obligations.

Section 8.06.  Reinstatement.
               -------------

               If the Trustee or Paying Agent is unable to apply any money or
U.S. Government Obligations in accordance with this Article 8 by reason of any
legal proceeding or by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such


                                       66
<PAGE>
application, the Company's and each of the Guarantor's Obligations under this
Indenture and the Notes and the Subsidiary Guarantees shall be revived and
reinstated as though no deposit had occurred pursuant to this Article 8 until
such time as the Trustee or Paying Agent is permitted to apply all such money or
U.S. Government Obligations in accordance with this Article 8; provided,
however, that if the Company or any Guarantor has made any payment of principal
of, premium, if any, or interest on any Notes because of the reinstatement of
its Obligations, the Company or any of the Guarantors, as the case may be, shall
be subrogated to the rights of the Holders to receive such payment from the
money or U.S. Government Obligations held by the Trustee or Paying Agent.

                                    ARTICLE 9

                                   AMENDMENTS

Section 9.01.  Without Consent of Holders.
               --------------------------

               (a) Notwithstanding Section 9.02 of this Indenture, the Company
          and the Trustee may amend or supplement this Indenture, the Notes or
          the Subsidiary Guarantees without the consent of any Holder:

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

               (2) to provide for the assumption by a Successor Company of the
          Obligation of the Company or any Guarantor pursuant to Article 5
          hereof;

               (3) to provide for uncertificated Notes in addition to or in
          place of certificated Notes; provided, however, that the
          uncertificated Notes are issued in registered form for purposes of
          Section 163(f) of the Internal Revenue Code of 1986, as amended, or in
          a manner such that the uncertificated Notes are described in Section
          163(f)(2)(B) of the Internal Revenue Code of 1986, as amended;

               (4) to add guarantees with respect to the Notes;

               (5) to provide for the issuance of Additional Notes in accordance
          with the terms of this Indenture;

               (6) to secure the Notes;

               (7) to add to the covenants of the Company or the Guarantors for
          the benefit of the Holders or to surrender any right or power herein
          conferred upon the Company or the Guarantors;

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

               (9) to comply with the rules of any applicable securities
          depository;

               (10) to make any change that does not adversely affect the rights
          of any Holder in any respect; or

               (11) to evidence or provide for a replacement Trustee under
          Section 7.08 hereof;


                                       67
<PAGE>
provided, that the Company has delivered to the Trustee an Opinion of Counsel
stating that any such amendment or supplement complies with the provisions of
this Section 9.01.

               (b) Upon the request of the Company and the Guarantors
accompanied by Board Resolutions of their respective Boards of Directors
authorizing the execution of any such supplemental indenture, and upon receipt
by the Trustee of the documents described in Section 9.06 hereof, the Trustee
shall join with the Company and the Guarantors in the execution of any
supplemental indenture authorized or permitted by the terms of this Indenture
and to make any further appropriate agreements and stipulations which may be
therein contained, but the Trustee shall not be obligated to enter into such
supplemental indenture which affects its own rights, duties or immunities under
this Indenture or otherwise.

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

Section 9.02.  With Consent of Holders.
               -----------------------

               (a) The Company and the Trustee may amend or supplement this
Indenture, the Notes or the Subsidiary Guarantees with the written consent of
the Holders of not less than a majority in aggregate principal amount of the
Notes then outstanding (including consents obtained in connection with a tender
offer or exchange offer for the Notes) and any existing Default and its
consequences (including, without limitation, an acceleration of the Notes) or
compliance with any provision of this Indenture or the Notes may be waived with
the consent of the Holders of a majority in principal amount of the then
outstanding Notes (including consents obtained in connection with a tender offer
or exchange offer for the Notes). However, without the consent of each Holder
affected, an amendment, supplement or waiver under this Section 9.02 may not
(with respect to any Notes held by a non-consenting Holder):

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

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

               (3) reduce the principal of or extend the Stated Maturity of any
          Note;

               (4) reduce the premium payable upon the redemption or repurchase
          of any Note or change the time at which any Note may be redeemed in
          accordance with Section 3.07;

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

               (6) make any change in Section 6.04 or 6.07 hereof or in this
          Section 9.02(a); or

               (7) waive a Default or Event of Default in the payment of
          principal of premium, if any, or interest on, or redemption payment
          with respect to, any Note (excluding any principal or interest due
          solely as a result of the occurrence of a Declaration);

               (8) following the occurrence of an Asset Disposition or Change of
          Control, amend or modify the Company's obligation to repurchase Notes
          pursuant to Sections 4.10 and 4.14.


                                       68
<PAGE>
               (b) Upon the request of the Company and the Guarantors
accompanied by Board Resolutions of their respective Boards of Directors
authorizing the execution of any such supplemental indenture, and upon the
filing with the Trustee of evidence satisfactory to the Trustee of the consent
of the Holders as aforesaid, and upon receipt by the Trustee of the documents
described in Section 9.06 hereof, the Trustee shall join with the Company and
the Guarantors in the execution of such supplemental indenture unless such
supplemental indenture affects the Trustee's own rights, duties or immunities
under this Indenture or otherwise, in which case the Trustee may in its
discretion, but shall not be obligated to, enter into such supplemental
indenture.

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

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

Section 9.03.  Compliance with Trust Indenture Act.
               -----------------------------------

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

Section 9.04.  Revocation and Effect of Consents.
               ---------------------------------

               (a) Until an amendment, supplement or waiver becomes effective, a
consent to it by a Holder is a continuing consent by the Holder and every
subsequent Holder or portion of a Note that evidences the same debt as the
consenting Holder's Note, even if notation of the consent is not made on any
Note. However, any such Holder or subsequent Holder may revoke the consent as to
its Note if the Trustee receives written notice of revocation before the date
the waiver, supplement or amendment becomes effective. An amendment, supplement
or waiver becomes effective in accordance with its terms and thereafter binds
every Holder.

               (b) The Company may fix a record date for determining which
Holders must consent to such amendment, supplement or waiver. If the Company
fixes a record date, the record date shall be fixed at (i) the later of 30 days
prior to the first solicitation of such consent or the date of the most recent
list of Holders furnished to the Trustee prior to such solicitation pursuant to
Section 2.05 hereof, or (ii) such other date as the Company shall designate.

Section 9.05.  Notation on or Exchange of Securities.

               (a) Notes authenticated and delivered after the execution of any
supplemental indenture may bear a notation in form approved by the Trustee as to
any matter provided for in such amendment, supplement or waiver on any Note
thereafter authenticated. The Company in exchange for all Notes may issue and
the Trustee shall authenticate new Notes that reflect the amendment, supplement
or waiver.

               (b) Failure to make the appropriate notation or issue a new Note
shall not affect the validity and effect of such amendment, supplement or
waiver.


                                       69
<PAGE>
Section 9.06.  Trustee to Sign Amendments, Etc.
               -------------------------------

               The Trustee shall sign any amendment, waiver or supplemental
indenture authorized pursuant to this Article 9 if the amendment, waiver or
supplemental indenture does not adversely affect the rights, duties, liabilities
or immunities of the Trustee. If it does, the Trustee may, but need not, sign
it. In signing or refusing to sign such amendment, waiver or supplemental
indenture, the Trustee shall be entitled to receive and, subject to Section
7.01, shall be fully protected in relying upon, in addition to the documents
required by Section 11.04, an Officers' Certificate and an Opinion of Counsel as
conclusive evidence that such amendment, waiver or supplemental indenture is
authorized or permitted by this Indenture, that it is not inconsistent herewith,
and that it will be valid and binding upon the Company in accordance with its
terms.

                                   ARTICLE 10

                       SUBSIDIARY GUARANTEE OF SECURITIES

Section 10.01. Subsidiary Guarantee.
               --------------------

               (a) Each Guarantor hereby jointly and severally irrevocably and
unconditionally guarantees, as a primary obligor and not a surety, to each
Holder of a Note now or hereafter authenticated and delivered by the Trustee and
to the Trustee and its successors and assigns, irrespective of the validity and
enforceability of this Indenture, the Notes or the Obligations of the Company
hereunder or thereunder, (i) the due and punctual payment of the principal,
premium, if any, interest (including post-petition interest in any proceeding
under any Bankruptcy Law whether or not an allowed claim in such proceeding) on
overdue principal, premium, if any, and interest, if lawful on such Note, and
(ii) all other monetary Obligations payable by the Company under this Indenture
(including under Section 7.07 hereof) and the Notes (all of the foregoing being
hereinafter collectively called the "Guaranteed Obligations"), when and as the
same shall become due and payable, whether by acceleration thereof, call for
redemption or otherwise (including amounts that would become due but for the
operation of the automatic stay under Section 362(a) of the Bankruptcy Code), in
accordance with the terms of any such Note and of this Indenture, subject,
however, in the case of (i) and (ii) above, to the limitations set forth in
Section 10.04 hereof.

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

               (c) Each Guarantor agrees that it shall not be entitled to, and
hereby irrevocably waives, any right of subrogation in relation to the Holders
or the Trustee in respect of any Guaranteed Obligations. Each Guarantor further
agrees that, as between such Guarantor, on the one hand, and the Holders and the
Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations may
be accelerated as provided in Article 6 for the purposes of such Guarantor's
Subsidiary Guarantee herein, notwithstanding any stay, injunction or other
prohibition preventing such acceleration in respect of the Guaranteed
Obligations, and (y) in the event of any Declaration of acceleration of such
Guaranteed Obligations as provided in Article 6 hereof, such Guaranteed
Obligations (whether or not due and payable) shall forthwith become due and
payable by such Guarantor for the purpose of this Article 10.

               (d) Each Guarantor also agrees to pay any and all costs and
expenses (including reasonable attorneys' fees) incurred by the Trustee or any
Holder in enforcing any rights under this Article 10.


                                       70
<PAGE>
               (e) The Subsidiary Guarantee set forth in this Article 10 shall
not be valid or become obligatory for any purpose with respect to a Note until
the certificate of authentication on such Note shall have been signed by or on
behalf of the Trustee.

Section 10.02. Execution and Delivery of Subsidiary Guarantee.
               ----------------------------------------------

               (a) To evidence each Guarantor's Subsidiary Guarantee set forth
in this Article 10, each Guarantor hereby agrees that a notation of such
Subsidiary Guarantee shall be placed on each Note authenticated and delivered by
the Trustee.

               (b) This Indenture shall be executed on behalf of each Guarantor,
and an Officer of each Guarantor shall sign the notation of the Subsidiary
Guarantee on the Notes by manual or facsimile signature. If an Officer whose
signature is on this Indenture or the notation of Subsidiary Guarantee no longer
holds that office at the time the Trustee authenticates the Note on which the
Subsidiary Guarantee is endorsed, the Subsidiary Guarantee shall be valid
nevertheless. Each Guarantor hereby agrees that the Subsidiary Guarantee set
forth in Section 10.01 hereof shall remain in full force and effect
notwithstanding any failure to endorse on each Note a notation of the Subsidiary
Guarantee.

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

Section 10.03. Subsidiary Guarantee Unconditional, etc.
               ---------------------------------------

               Upon failure of payment when due of any Guaranteed Obligation for
whatever reason, each Guarantor will be obligated to pay the same immediately.
Each Guarantor hereby agrees that its obligations hereunder shall be continuing,
absolute and unconditional, irrespective of: the recovery of any judgment
against the Company or any Guarantor; any extension, renewal, settlement,
compromise, waiver or release in respect of any obligation of the Company under
this Indenture or any Note, by operation of law or otherwise; any modification
or amendment of or supplement to this Indenture or any Note; any change in the
corporate existence, structure or ownership of the Company, or any insolvency,
bankruptcy, reorganization or other similar proceeding affecting the Company or
its assets or any resulting release or discharge of any obligation of the
Company contained in this Indenture or any Note; the existence of any claim,
set-off or other rights which any Guarantor may have at any time against the
Company, the Trustee, any Holder or any other Person, whether in connection
herewith or any unrelated transactions; provided that nothing herein shall
prevent the assertion of any such claim by separate suit or compulsory
counterclaim; any invalidity or unenforceability relating to or against the
Company for any reason of this Indenture or any Note, or any provision of
applicable law or regulation purporting to prohibit the payment by the Company
of the principal, premium, if any, or interest on any Note or any other
Guaranteed Obligation; or any other act or omission to act or delay of any kind
by the Company, the Trustee, any Holder or any other Person or any other
circumstance whatsoever which might, but for the provisions of this paragraph,
constitute a legal or equitable discharge of the Guarantors' obligations
hereunder. Each Guarantor hereby waives diligence, presentment, demand of
payment, filing of claims with a court in the event of insolvency or bankruptcy
of the Company, any right to require a proceeding first against the Company,
protest, notice and all demand whatsoever and covenants that this Subsidiary
Guarantee will not be discharged except by the complete performance of the
obligations contained in the Notes, this Indenture and in this Article 10. Each
Guarantor's obligations hereunder shall remain in full force and effect until
this Indenture shall have terminated and the principal of and interest on the
Notes and all other Guaranteed Obligations shall have been paid in full. If at
any time any payment of the principal of or interest on any Note or any other
payment in respect of any Guaranteed Obligation is rescinded or must be
otherwise restored or returned upon the insolvency, bankruptcy or reorganization


                                       71
<PAGE>
of the Company or otherwise, each Guarantor's obligations hereunder with respect
to such payment shall be reinstated as though such payment had been due but not
made at such time, and this Article 10, to the extent theretofore discharged,
shall be reinstated in full force and effect. Each Guarantor irrevocably waives
any and all rights to which it may be entitled, by operation of law or
otherwise, upon making any payment hereunder to be subrogated to the rights of
the payee against the Company with respect to such payment or otherwise to be
reimbursed, indemnified or exonerated by the Company in respect thereof.

Section 10.04.  Limitation of Guarantor's Liability.
                -----------------------------------

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

Section 10.05.  Contribution.
                ------------

                In order to provide for just and equitable contribution among
the Guarantors, the Guarantors agree, inter se, that in the event any payment or
distribution is made by any Guarantor (a "Funding Guarantor") under the
Subsidiary Guarantee, such Funding Guarantor shall be entitled to a contribution
from all other Guarantors in a pro rata amount based on the Adjusted Net Assets
of each Guarantor (including the Funding Guarantor) for all payments, damages
and expenses Incurred by that Funding Guarantor in discharging the Company's
obligations with respect to the Notes or any other Guarantor's obligations with
respect to the Subsidiary Guarantee.

Section 10.06.  Release.
                -------

                In the event of either (1) the issuance or sale of Capital Stock
of a Guarantor which results in the Guarantor no longer being a Subsidiary of
the Company, (2) a Guarantor becoming an Unrestricted Subsidiary or (3) the sale
of all or substantially all of the assets of a Guarantor pursuant to an Asset
Disposition which complies with the provisions set forth in Section 4.10, the
applicable Guarantor's Subsidiary Guarantee will be released without any further
action required on the part of the Trustee or any Holder; provided, however,
that any such termination shall occur if and only to the extent that all
Obligations of each Guarantor under all of its guarantees of, and under all of
its pledges of assets or other security interests which secure, Indebtedness of
the Company and the other Guarantors shall also terminate upon such release,
sale or transfer; provided, further, that without limiting the foregoing, any
proceeds received by the Company or any Subsidiary of the Company from such
transaction shall be applied as provided in Section 4.10 and Section 3.09. The
Trustee shall deliver an appropriate instrument evidencing such release upon
receipt of a request by the Company accompanied by an Officers' Certificate
certifying as to the compliance with this Section 10.06. Any Guarantor not so
released remains liable for the full amount of principal, premium, if any, and
interest on the Notes as provided in this Article 10.

Section 10.07.  Additional Guarantors.
                ---------------------

                Any Person that was not a Guarantor on the date of this
Indenture may (or shall in the case of each Subsidiary (other than Unrestricted
Subsidiaries) created or acquired by the Company after the Issue Date) become a


                                       72
<PAGE>
Guarantor by executing and delivering to the Trustee (a) a supplemental
indenture in form and substance satisfactory to the Trustee, which subjects such
Person to the provisions of this Indenture as a Guarantor and (b) an Opinion of
Counsel to the effect that such supplemental indenture has been duly authorized
and executed by such Person and constitutes the legal, valid, binding and
enforceable obligation of such Person (subject to such customary exceptions
concerning creditors' rights and equitable principles as may be acceptable to
the Trustee in its discretion). The Subsidiary Guarantee of each Person
described in this Section 10.07 shall apply to all Notes theretofore executed
and delivered, notwithstanding any failure of such Notes to contain a notation
of such Subsidiary Guarantee thereon.

Section 10.08.  Successors and Assigns.
                ----------------------

                This Article 10 shall be binding upon each Guarantor and its
successors and assigns and shall inure to the benefit of the successors and
assigns of the Trustee and the Holders and, in the event of any transfer or
assignment of rights by any Holder or the Trustee, the rights and privileges
conferred upon that party in this Indenture and in the Notes shall automatically
extend to and be vested in such transferee or assignee, all subject to the terms
and conditions of this Indenture.

                                   ARTICLE 11

                                  MISCELLANEOUS

Section 11.01.  Trust Indenture Act Controls.
                ----------------------------

                If any provision of this Indenture limits, qualifies or
conflicts with another provision which is required to be included in this
Indenture by the TIA, the required provision shall control. Until such time as
this Indenture becomes qualified under the TIA, the Company, the Guarantors and
the Trustee shall be deemed subject to and governed by the TIA as if this
Indenture were so qualified on the date hereof.

Section 11.02.  Notices.
                -------

                (a) Any notice or communication by the Company, any Guarantor or
the Trustee to the other is duly given if in writing and delivered in person or
mailed by first class mail (registered or certified, return receipt requested),
confirmed facsimile transmission or overnight air courier guaranteeing next day
delivery, to the other's address:

                     If to the Company or any of the Guarantors:

                               North Atlantic Trading Company, Inc.
                               257 Park Avenue South, 7th Floor
                               New York, NY  10010-7304
                               Attention:  Chief Financial Officer

                     If to the Trustee:

                               Wells Fargo Bank Minnesota, N.A.
                               Corporate Trust Department
                               213 Court Street
                               Suite 703
                               Middletown, CT 06457


                                       73
<PAGE>
                (b) The Company or the Trustee, by notice to the other, may
designate additional or different addresses for subsequent notices or
communications.

                (c) All notices and communications (other than those sent to
Holders) shall be deemed to have been duly given: at the time delivered by hand,
if personally delivered; five Business Days after being deposited in the mail,
postage prepaid, if mailed; when receipt acknowledged, if by facsimile
transmission; and the next Business Day after timely delivery to the courier, if
sent by overnight air courier guaranteeing next day delivery.

                (d) Any notice or communication to a Holder shall be mailed by
first class mail, postage prepaid, to its address shown on the register kept by
the Registrar. Any notice or communication shall also be so mailed to any Person
described in TIA ss. 313(c), to the extent required by the TIA. Failure to mail
a notice or communication to a Holder or any defect in it shall not affect its
sufficiency with respect to other Holders.

                (e) If a notice or communication is mailed to any Person in the
manner provided above within the time prescribed, it is duly given, whether or
not the addressee receives it.

                (f) If the Company mails a notice or communication to Holders,
it shall mail a copy to the Trustee and each Agent at the same time.

Section 11.03.  Communication by Holders with Other Holders.
                -------------------------------------------

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

Section 11.04.  Certificate and Opinion as to Conditions Precedent.
                --------------------------------------------------

                Upon any request or application by the Company and/or any of the
Guarantors to the Trustee to take any action under this Indenture, the Company
and/or any of the Guarantors, as the case may be, shall furnish to the Trustee:

               (1) an Officer's Certificate in form and substance reasonably
          satisfactory to the Trustee (which shall include the statements set
          forth in Section 11.05 hereof) stating that, in the opinion of the
          signers, all conditions precedent and covenants, if any, provided for
          in this Indenture relating to the proposed action have been satisfied
          (except with regard to an authentication order pursuant to Section
          2.02(c) hereof, which shall require a certificate of two Officers);
          and

               (2) an Opinion of Counsel in form and substance reasonably
          satisfactory to the Trustee (which shall include the statements set
          forth in Section 11.05 hereof) stating that, in the opinion of such
          counsel, all such conditions precedent and covenants have been
          satisfied.

Section 11.05.  Statements Required in Certificate or Opinion.
                ---------------------------------------------

                Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than a certificate
provided pursuant to TIAss. 314(a)(4)) shall include:

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


                                       74
<PAGE>
               (2) a brief statement as to the nature and scope of the
          examination or investigation upon which the statements or opinions
          contained in such certificate or opinion are based;

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

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

           With respect to matters of fact, an Opinion of Counsel may rely on an
Officer's Certificate, certificates of public officials or reports or opinions
of experts.

Section 11.06.  Rules by Trustee and Agents.
                ---------------------------

                The Trustee may make reasonable rules for action by or at a
meeting of Holders. The Registrar or Paying Agent may make reasonable rules and
set reasonable requirements for its functions.

Section 11.07.  Legal Holidays.
                --------------

                A "Legal Holiday" is a Saturday, a Sunday or a day on which
banking institutions in New York City, or at a place of payment are authorized
or obligated by law, regulation or executive order to remain closed. If a
payment date is a Legal Holiday at a place of payment, payment may be made at
that place on the next succeeding day that is not a Legal Holiday, and no
interest shall accrue for the intervening period.

Section 11.08.  No Recourse Against Others.
                --------------------------

                No past, present or future director, officer, employee, agent,
manager, stockholder or partner of the Company, any Guarantor or any of their
respective predecessors shall have any liability for any Obligations of the
Company or any Guarantor under the Notes, the Subsidiary Guarantees or this
Indenture or for any claim based on, in respect of, or by reason of such
Obligations or their creation. Each Holder by accepting a Note waives and
releases all such liability. This waiver and release are part of the
consideration for issuance of the Notes.

Section 11.09.  Duplicate Originals.
                -------------------

                The parties may sign any number of copies of this Indenture. One
signed copy is enough to prove this Indenture.

Section 11.10.  Governing Law.
                -------------

                This Indenture and the Notes shall be governed by, and construed
in accordance with, the laws of the State of New York but without giving effect
to applicable principles of conflicts of law to the extent that the application
of the laws of another jurisdiction would be required thereby.

Section 11.11.  No Adverse Interpretation of Other Agreements.
                ---------------------------------------------

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


                                       75
<PAGE>
Section 11.12.  Successors.
                ----------

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

Section 11.13.  Severability.
                ------------

                In case any provision in this Indenture or in the Notes shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

Section 11.14.  Counterpart Originals.
                ---------------------

                This Indenture may be executed in any number of counterparts,
each of which so executed shall be an original, but all of them together
represent the same agreement.

Section 11.15.  Table of Contents, Headings, Etc.
                --------------------------------

                The Table of Contents, Cross-Reference Table and Headings of the
Articles and Sections of this Indenture have been inserted for convenience of
reference only, are not to be considered a part of this Indenture and shall in
no way modify or restrict any of the terms or provisions hereof.




                                       76
<PAGE>
                IN WITNESS WHEREOF, the parties hereto have caused this
Indenture to be duly executed as of the date first written above.



                                     NORTH ATLANTIC TRADING COMPANY, INC.



                                     By: /s/ David I. Brunson
                                        ----------------------------------------
                                         Name:  David I. Brunson
                                         Title: President and Chief Financial
                                                Officer


                                     FRED STOKER & SONS, INC.


                                     By: /s/ David I. Brunson
                                        ----------------------------------------
                                         Name:  David I. Brunson
                                         Title: Executive Vice President and
                                                Chief Financial Officer


                                     INTERNATIONAL FLAVORS & TECHNOLOGY, INC.



                                     By: /s/ David I. Brunson
                                        ----------------------------------------
                                         Name:  David I. Brunson
                                         Title: Executive Vice President and
                                                Chief Financial Officer

                                     NATIONAL TOBACCO COMPANY, LP


                                     By:  North Atlantic Trading Company, Inc.,
                                          its General Partner


                                     By: /s/ David I. Brunson
                                        ----------------------------------------
                                         Name:  David I. Brunson
                                         Title: Executive Vice President and
                                                Chief Financial Officer

                                     NATIONAL TOBACCO FINANCE CORPORATION


                                     By: /s/ David I. Brunson
                                        ----------------------------------------
                                         Name:  David I. Brunson
                                         Title: Executive Vice President and
                                                Chief Financial Officer

                                       77
<PAGE>
                                     NORTH ATLANTIC CIGARETTE COMPANY, INC.


                                     By: /s/ David I. Brunson
                                        ----------------------------------------
                                         Name:  David I. Brunson
                                         Title: Executive Vice President and
                                                Chief Financial Officer

                                     NORTH ATLANTIC OPERATING COMPANY, INC.



                                     By: /s/ David I. Brunson
                                        ----------------------------------------
                                         Name:  David I. Brunson
                                         Title: Executive Vice President and
                                                Chief Financial Officer

                                     RBJ SALES, INC.


                                     By: /s/ David I. Brunson
                                        ----------------------------------------
                                         Name:  David I. Brunson
                                         Title: Executive Vice President and
                                                Chief Financial Officer

                                     SELECT TOBACCO BRANDS, INC.


                                     By: /s/ David I. Brunson
                                        ----------------------------------------
                                         Name:  David I. Brunson
                                         Title: Executive Vice President and
                                                Chief Financial Officer

                                     STOKER, INC.


                                     By: /s/ David I. Brunson
                                        ----------------------------------------
                                         Name:  David I. Brunson
                                         Title: Executive Vice President and
                                                Chief Financial Officer


                                       78
<PAGE>
                                     WELLS FARGO BANK MINNESOTA, NATIONAL
                                      ASSOCIATION, as Trustee

                                     By: /s/ Joseph P. O'Donnell
                                        ----------------------------------------
                                         Name:  Joseph P. O'Donnell
                                         Title: Assistant Vice President






                                       79
<PAGE>
                                                                       EXHIBIT A

                                                                       CUSIP No:

                                 (Front of Note)
No. 1                                                           $_______________



                      NORTH ATLANTIC TRADING COMPANY, INC.
                          9 1/4% Senior Notes due 2012


           NORTH ATLANTIC TRADING COMPANY, INC., a Delaware corporation promises
to pay to Cede & Co., as nominee of the Depository Trust Company, or its
registered assigns, the principal sum of $ [ ] on March 1, 2012.

               Interest Payment Dates: [ ] and [ ], commencing [ ], 200[ ].

               Record Dates: [ ] and [ ] (whether or not a Business Day).

               Additional provisions of this Note are set forth on the other
               side of this Note.

                                       Dated:

                                            NORTH ATLANTIC TRADING COMPANY, INC.



                                            By: ________________________________


TRUSTEE'S CERTIFICATE
OF AUTHENTICATION

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

WELLS FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION, as Trustee


By:_______________________________
   Authorized Officer




                                      A-1
<PAGE>
                                (Reverse of Note)

                           9 1/4% SENIOR NOTE DUE 2012


           Capitalized terms used herein have the meanings assigned to them in
the Indenture (as defined below) unless otherwise indicated.

           1. Interest. North Atlantic Trading Company, Inc., a Delaware
corporation (the "Company"), promises to pay interest on the principal amount of
this Note at the rate and in the manner specified below. The Company shall pay,
in cash, interest and additional interest, if any, on the principal amount of
this Note at the rate per annum of 9 1/4%. The Company will pay interest and
additional interest, if any, semiannually in arrears on March 1 and September 1
of each year (each an "Interest Payment Date"), commencing September 1, 2004, or
if any such day is not a Business Day on the next succeeding Business Day.
Interest will be computed on the basis of a 360-day year consisting of twelve
30-day months. Interest shall accrue from the most recent Interest Payment Date
to which interest has been paid or, if no interest has been paid, from the date
of the original issuance of the Notes. To the extent lawful, the Company shall
pay interest on overdue principal at the rate of 1% per annum in excess of the
then applicable interest rate on the Notes; it shall pay interest on overdue
installments of interest (without regard to any applicable grace periods) at the
same rate to the extent lawful.

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

           3. Paying Agent and Registrar. Initially, the Trustee will act as
Paying Agent and Registrar. The Company may change any Paying Agent or Registrar
without prior notice to any Holder. The Company may act in any such capacity.

           4. Indenture. The Company issued the Notes under an Indenture, dated
as of February 17, 2004 (the "Indenture"), among the Company, the Guarantors and
the Trustee. The terms of the Notes include those stated in the Indenture and
those made part of the Indenture by reference to the TIA as in effect on the
date the Indenture is qualified. The Notes are subject to all such terms, and
Holders are referred to the Indenture and the TIA for a statement of such terms.
The terms of the Indenture shall govern any inconsistencies between the
Indenture and the Notes.

           5. Optional Redemption. (a) On and after March 1, 2008, the Notes
will be redeemable, at the Company's option, in whole at any time or in part
from time to time, upon not less than 30 nor more than 60 days' prior notice, at
the following redemption prices (expressed in percentages of principal amount),
if redeemed during the 12-month period commencing March 1 of the years set forth
below, plus accrued and unpaid interest to the redemption date (subject to the
right of holders of record on the relevant record date to receive interest due
on the relevant Interest Payment Date):


                                      A-2
<PAGE>
                                                    REDEMPTION
YEAR                                                  PRICE
-------------------------------------------------   -----------
2008.............................................    104.625%
2009.............................................    102.313%
2010 and thereafter..............................    100.000%

           (b) Prior to March 1, 2008, the Company may redeem the Notes, at its
option, in whole at any time or in part from time to time, upon not less than 30
nor more than 60 days' prior notice, at a redemption price equal to 100% of the
principal amount of the Notes redeemed plus the Applicable Premium as of, and
accrued and unpaid interest to, the applicable redemption date (subject to the
right of the holders of record on the relevant record date to receive interest
due on the relevant Interest Payment Date).

           (c) At any time prior to March 1, 2007, the Company may, at its
option, redeem up to 35% of the aggregate principal amount of the Notes with the
Net Cash Proceeds of one or more Equity Offerings by Parent or the Company so
long as there is a Public Market at the time of such redemption, at a redemption
price equal to 109.250% of the principal amount thereof, plus accrued and unpaid
interest thereon, if any, to the date of redemption; provided, however, that
after any such redemption at least 65% of the aggregate principal amount of the
Notes issued under this Indenture remains outstanding. In order to effect the
foregoing redemption with the proceeds of any Equity Offering, the Company shall
make such redemption not more than 60 days after the consummation of any such
Equity Offering.

           6. Mandatory Redemption. Except as set forth in Sections 4.10 and
4.14 of the Indenture, the Notes are not subject to mandatory redemption or
sinking fund payments.

           7. Repurchase at Option of Holder. (a) Upon the occurrence of a
Change of Control each Holder will have the right to require the Company to
repurchase all or any part of such Holder's Notes at a purchase price in cash
equal to 101% of the principal amount thereof plus accrued and unpaid interest,
if any, to the date of purchase (subject to the right of holders of record on
the relevant Record Date to receive interest due on the relevant Interest
Payment Date). Within 30 days following any Change of Control, the Company shall
mail a notice to each Holder with a copy to the Trustee stating: (i) that a
Change of Control has occurred and that such Holder has the right to require the
Company to purchase such Holder's Notes at a purchase price in cash equal to
101% of the principal amount thereof plus accrued and unpaid interest, if any,
to the date of purchase (subject to the right of holders of record on a Record
Date to receive interest on the relevant Interest Payment Date), (ii) the
repurchase date (which shall be no earlier than 30 days nor later than 60 days
from the date such notice is mailed); and (iii) the procedures determined by the
Company, consistent with the Indenture, that a Holder must follow in order to
have its Notes purchased.

           (b) If the Company or a Subsidiary consummates any Asset Disposition,
and when the aggregate amount of Excess Proceeds from such an Asset Disposition
exceeds $10 million, the Company shall be required to make a Net Proceeds Offer
in the manner described in the Indenture.

           8. Notice of Redemption. Notice of redemption shall be mailed at
least 30 but no more than 60 days before the redemption date to each Holder
whose Notes are to be redeemed at its registered address. Notes may be redeemed
in part but only in whole multiples of $1,000, unless all of the Notes held by a
Holder are to be redeemed. On and after the redemption date, interest ceases to
accrue on Notes or portions of them called for redemption.


                                      A-3
<PAGE>
           9. Denominations, Transfer, Exchange. The Notes are in registered
form without coupons in denominations of $1,000 and integral multiples of
$1,000. The transfer of Notes may be registered and Notes may be exchanged as
provided in the Indenture. The Registrar and the Trustee may require a Holder
among other things, to furnish appropriate endorsements and transfer documents
and to pay any taxes and fees required by law or permitted by the Indenture. The
Registrar need not exchange or register the transfer of any Note or portion of a
Note selected for redemption. Also, it need not exchange or register the
transfer of any Notes during a period beginning at the opening of business on a
Business Day 15 days before the day of any selection of Notes to be redeemed and
ending at the close of business on the day of selection or during the period
between a Record Date and the corresponding Interest Payment Date. This Note
represents the aggregate principal amount of outstanding Notes from time to time
endorsed hereon and the aggregate principal amount of outstanding Notes
represented hereby may from time to time be reduced or increased, as
appropriate, to reflect exchanges and redemptions.

           10. Persons Deemed Owners. Prior to due presentment of a Note for
registration of transfer and subject to the Indenture, the Company, the Trustee,
any Paying Agent or any Registrar may deem and treat the Person in whose name
any Note shall be registered upon the register of Notes kept by the Registrar as
the absolute owner of such Note (whether or not such Note shall be overdue and
notwithstanding any notation of the ownership or other writing thereon made by
anyone other than the Company, any Registrar or any co-registrar) for the
purpose of receiving payments of principal of or interest on such Note and for
all other purposes; and none of the Company, the Trustee, any Paying Agent, any
Registrar or any co-registrar shall be affected by any notice to the contrary.

           11. Amendments and Waivers. Subject to certain exceptions provided in
the Indenture, the Indenture or the Notes may be amended with the consent of the
Holders of a majority in principal amount of the then outstanding Notes, and any
existing Default or Event of Default (except a payment default) may be waived
with the consent of the Holders of a majority in principal amount of the then
outstanding Notes. Without the consent of any Holder the Indenture or the Notes
may be amended to, among other things, cure any ambiguity, defect or
inconsistency, to comply with the requirements of the Commission in order to
effect or maintain qualification of the Indenture under the TIA or to make any
change that does not adversely affect the rights of any Holder.

           12. Defaults and Remedies. If an Event of Default occurs and is
continuing, the Trustee or the Holders of at least 25% in principal amount of
the then outstanding Notes may declare the unpaid principal of, and any accrued
and unpaid interest on, all the Notes to be due and payable immediately;
provided, that in the case of an Event of Default arising from certain events of
bankruptcy or insolvency with respect to the Company or any Guarantor, all
outstanding Notes shall become due and payable immediately without further
action or notice. Holders may not enforce the Indenture or the Notes except as
provided in the Indenture. The Trustee may require indemnity satisfactory to it
before it enforces the Indenture or the Notes. Subject to certain limitations,
Holders of a majority in principal amount of the then outstanding Notes may
direct the Trustee in its exercise of any trust or power. The Trustee may
withhold from Holders notice of any continuing default (except a default in
payment of principal or interest) if it determines that withholding notice is in
their interests. The Company must furnish an annual compliance certificate to
the Trustee.

           13. Trustee Dealings with the Company. The Trustee under the
Indenture, in its individual or any other capacity may make loans to, accept
deposits from, and perform services for the Company, the Guarantors or any
Affiliate of the Company or the Guarantors, and may otherwise deal with the
Company, the Guarantors and their respective Affiliates as if it were not
Trustee.


                                      A-4
<PAGE>
           14. Restrictive Covenants. The Indenture imposes certain limitations
on the ability of the Company and its Restricted Subsidiaries to, among other
things, incur additional Indebtedness, make payments in respect of its Capital
Stock or certain Indebtedness, enter into transactions with Affiliates, create
dividend or other payment restrictions affecting Subsidiaries, merge or
consolidate with any other Person, sell, assign, transfer, lease, convey or
otherwise dispose of all or substantially all of its assets or adopt a plan of
liquidation. Such limitations are subject to a number of important
qualifications and exceptions provided for in the Indenture. The Company must
annually report to the Trustee on compliance with such limitations.

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

           16. Defeasance. Subject to certain conditions provided for in the
Indenture, the Company at any time may terminate some or all of its obligations
under the Notes and the Indenture if the Company deposits with the Trustee money
or U.S. Government Obligations for the payment of principal, premium (if any)
and interest on the Notes to redemption or maturity, as the case may be.

           17. Registration Rights. (a) Pursuant to a Registration Rights
Agreement among the Company, the Guarantors and the Initial Purchasers named
therein (the "Registration Rights Agreement"), the Company and the Guarantors
will be obligated to consummate an Exchange Offer pursuant to which the Holder
of this Note shall have the right to exchange this Note for Notes which have
been registered under the Securities Act, in like principal amount and having
substantially identical terms as the Notes.

           (b) In the event that (i) within 90 days after the Issue Date of the
Notes, the Exchange Offer Registration Statement has not been filed with the
Commission, (ii) within 180 days after the Issue Date of the Notes, the Exchange
Offer Registration Statement has not been declared effective, (iii) within 210
days after the Issue Date of the Notes, the Exchange Offer has not been
consummated, (iv) the Shelf Registration Statement is required to be filed but
it is not filed or declared effective within the time periods required by the
Registration Rights Agreement, or (v) after either the Exchange Offer
Registration Statement or the Shelf Registration Statement has been declared
effective, such Registration Statement thereafter ceases to be effective or
usable (subject to certain exceptions) in connection with resales of Notes or
Exchange Notes in accordance with and during the period specified in the
Registration Rights Agreement (each such event referred to in clauses (1)
through (v) hereof, a "Registration Default"), additional interest will accrue
on the aggregate principal amount of the Notes and the Exchange Notes (in
addition to the stated interest thereon) from and including the date on which
any such Registration Default has occurred to but excluding the date on which
all Registration Defaults have been cured. Additional interest will accrue at an
initial rate of 0.25% per annum, which rate shall increase by 0.25% per annum
for each subsequent 90-day period during which such Registration Default
continues up to a maximum of 1.0% per annum. The Company shall notify the
Trustee of any additional interest, and the amount of such additional interest,
due to the Holders.

           18. Governing Law. This Indenture and the Notes shall be governed by,
and construed in accordance with, the laws of the State of New York but without
giving effect to applicable principles of conflicts of law to the extent that
the application of the laws of another jurisdiction would be required thereby.

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

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



                                      A-5
<PAGE>
           The Company will furnish to any Holder upon written request and
without charge a copy of the Indenture. Request may be made to:

                               North Atlantic Trading Company, Inc.
                               257 Park Avenue South, 7th Floor
                               New York, NY 10010-7304
                               Attn: Chief Financial Officer







                                      A-6
<PAGE>
                            FORM OF NOTATION ON NOTE
                        RELATING TO SUBSIDIARY GUARANTEE

                              SUBSIDIARY GUARANTEE


           The Guarantors (as defined in the Indenture referred to in the Note
upon which this notation is endorsed and each hereinafter referred to as a
"Guarantor," which term includes any successor Person under the Indenture) (i)
have jointly and severally irrevocably and unconditionally guaranteed as a
primary obligor and not a surety (such guarantee by each Guarantor being
referred to herein as the "Subsidiary Guarantee"), (a) the due and punctual
payment of the principal, premium, if any, and interest on the Notes, whether at
Stated Maturity or interest payment date, by acceleration, call for redemption
or otherwise, (b) the due and punctual payment of interest on the overdue
principal of and interest, if any, on the Notes, to the extent lawful, (c) the
due and punctual performance of all other monetary Obligations of the Company
under the Indenture and the Notes to the Holders or the Trustee, all in
accordance with the terms set forth in Article 10 of the Indenture and (d) in
case of any extension of time of payment or renewal of any Notes or any such
Obligations, the same will be promptly paid in full when due or performed in
accordance with the terms of the extension or renewal, whether at Stated
Maturity by acceleration or otherwise and (ii) have agreed to pay any and all
costs and expenses (including reasonable attorneys' fees) incurred by the
Trustee or any Holder in enforcing any rights under this Subsidiary Guarantee.

           The Obligations of each Guarantor to the Holders and to the Trustee
pursuant to this Subsidiary Guarantee and the Indenture are expressly set forth
in Article 10 of the Indenture and reference is hereby made to the Indenture for
the precise terms of this Subsidiary Guarantee.

           No stockholder, officer, director or incorporator, as such, past,
present or future of any Guarantor shall have any liability under this
Subsidiary Guarantee by reason of his or its status as such stockholder,
officer, director or incorporator.

           This is a continuing Subsidiary Guarantee and, except as otherwise
expressly provided for in Section 10.06 of the Indenture, shall remain in full
force and effect and shall be binding upon the Guarantor and its successors and
assigns until full and final payment of all of the Company's Obligations under
the Notes and the Indenture and shall inure to the benefit of the successors and
assigns of the Trustee and the Holders and, in the event of any transfer or
assignment of rights by any Holder or the Trustee, the rights and privileges
herein conferred upon that party shall automatically extend to and be vested in
such transferee or assignee, all subject to the terms and conditions hereof.
This is a Subsidiary Guarantee of payment and not of collectability.

           This Subsidiary Guarantee shall not be valid or obligatory for any
purpose until the certificate of authentication on the Note upon which this
Subsidiary Guarantee is noted shall have been executed by the Trustee under the
Indenture by the manual signature of one of its authorized officers.

           THE TERMS OF ARTICLE 10 OF THE INDENTURE ARE INCORPORATED HEREIN BY
REFERENCE.

           Capitalized terms used herein have the same meanings given in the
Indenture unless otherwise indicated.


                                      A-7
<PAGE>
                                     Guarantors:

                                     FRED STOKER & SONS, INC.


                                     By: _______________________________________
                                         Name:
                                         Title:


                                     INTERNATIONAL FLAVORS & TECHNOLOGY, INC.



                                     By: _______________________________________
                                         Name:
                                         Title:


                                     NATIONAL TOBACCO COMPANY, LP


                                     By:  North Atlantic Trading Company, Inc.,
                                          its General Partner


                                     By: _______________________________________
                                         Name:
                                         Title:


                                     NATIONAL TOBACCO FINANCE CORPORATION


                                     By: _______________________________
                                         Name:
                                         Title:


                                     NORTH ATLANTIC CIGARETTE COMPANY, INC.


                                     By: _______________________________________
                                         Name:
                                         Title:


                                      A-8
<PAGE>
                                     NORTH ATLANTIC OPERATING COMPANY, INC.



                                     By: _______________________________________
                                         Name:
                                         Title:


                                     RBJ SALES, INC.


                                     By: _______________________________________
                                         Name:
                                         Title:


                                     SELECT TOBACCO BRANDS, INC.


                                     By: _______________________________________
                                         Name:
                                         Title:


                                     STOKER, INC.


                                     By: _______________________________________
                                         Name:
                                         Title:



                                      A-9
<PAGE>
                                 ASSIGNMENT FORM

To assign this Note, fill in the form below: (I) or (we) assign and transfer
this Note to

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

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

  (Print or type assignee's name, address and zip code) and irrevocably appoint
_______________________________________________________________________________.
agent to transfer this Note on the books of the Company.  The agent may
substitute another to act for him.

Date:______________

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

Signature Guarantee: (Signatures must be guaranteed by an "eligible guarantor
institution" meeting the requirements of the Registrar, which requirements will
include membership or participation in the Securities Transfer Agents Medallion
Program ("STAMP") or such other "signature guarantee program" as may be
determined by the Registrar in addition to, or in substitution for, STAMP, all
in accordance with the Securities Exchange Act of 1934, as amended.)



                                      A-10
<PAGE>
                     OPTION OF NOTEHOLDER TO ELECT PURCHASE


           If you want to elect to have all or any part of this Note purchased
by the Company pursuant to Section 4.10 or Section 4.14 of the Indenture check
the appropriate box:

____ Section 4.10    _____ Section 4.14

           If you want to have only part of the Note purchased by the Company
pursuant to Section 4.10 or Section 4.14 of the Indenture, state the amount you
elect to have purchased:

$________________

Date:____________

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

Signature Guarantee:

_____________________________
(Signatures must be guaranteed by an "eligible guarantor institution" meeting
the requirements of the Registrar, which requirements will include membership or
participation in the Securities Transfer Agents Medallion Program ("STAMP") or
such other "signature guarantee program" as may be determined by the Registrar
in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.)




                                      A-11
<PAGE>
              SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

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

<TABLE>
<C>                    <C>                      <C>                         <C>                           <C>

                                 AMOUNT OF                  AMOUNT OF           PRINCIPAL AMOUNT OF THIS
                                DECREASE IN                INCREASE IN            GLOBAL NOTE FOLLOWING     SIGNATURE OF AUTHORIZED
                             PRINCIPAL AMOUNT            PRINCIPAL AMOUNT             SUCH DECREASE          OFFICER OF TRUSTEE OR
 DATE OF EXCHANGE           OF THIS GLOBAL NOTE        OF THIS GLOBAL NOTE            (OR INCREASE)             NOTE CUSTODIAN
 ----------------           -------------------        -------------------            -------------             --------------




</TABLE>




                                      A-12
<PAGE>
                                                                       EXHIBIT B


                         FORM OF CERTIFICATE OF TRANSFER


North Atlantic Trading Company, Inc.
257 Park Avenue South
New York, NY  10010

[Registrar address block]

           Re:  9 1/4% Senior Notes due 2012
                ----------------------------

               Reference is hereby made to the Indenture, dated as of February
17, 2004 (the "Indenture"), between North Atlantic Trading Company, Inc., a
Delaware corporation, as issuer (the "Company") and Wells Fargo Bank Minnesota,
National Association, as trustee. Capitalized terms used but not defined herein
shall have the meanings given to them in the Indenture.

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

                             [CHECK ALL THAT APPLY]

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

               2. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL
INTEREST IN THE REGULATION S GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO
REGULATION S. The Transfer is being effected pursuant to and in accordance with
Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor
hereby further certifies that (i) the Transfer is not being made to a person in
the United States and (x) at the time the buy order was originated, the
Transferee was outside the United States or such Transferor and any Person
acting on its behalf reasonably believed and believes that the Transferee was
outside the United States or (y) the transaction was executed in, on or through
the facilities of a designated offshore securities market and neither such
Transferor nor any Person acting on its behalf knows that the transaction was
prearranged with a buyer in the United States, (ii) no directed selling efforts
have been made in contravention of the requirements of Rule 903(b) or Rule
904(b) of Regulation S under the Securities Act and (iii) the transaction is not
part of a plan or scheme to evade the registration requirements of the
Securities Act. Upon consummation of the proposed transfer in accordance with
the terms of the Indenture, the transferred beneficial interest or Definitive
Note will be subject to the restrictions on Transfer enumerated in the Private
Placement Legend printed on the applicable Regulation S Global Note and/or the
applicable Definitive Note and in the Indenture and the Securities Act.


                                      B-1
<PAGE>
               3. [ ] CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A
BENEFICIAL INTEREST IN THE IAI GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO ANY
PROVISION OF THE SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S. The
Transfer is being effected in compliance with the transfer restrictions
applicable to beneficial interests in Restricted Global Notes and Restricted
Definitive Notes and pursuant to and in accordance with the Securities Act and
any applicable blue sky securities laws of any state of the United States, and
accordingly the Transferor hereby further certifies that (check one):

               (a) [ ] such Transfer is being effected pursuant to and in
          accordance with Rule 144 under the Securities Act;

                                       or

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

                                       or

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

                                       or

               (d) [ ] such Transfer is being effected to an Institutional
          Accredited Investor and pursuant to an exemption from the registration
          requirements of the Securities Act other than Rule 144A, Rule 144 or
          Rule 904, and the Transferor hereby further certifies that it has not
          engaged in any general solicitation within the meaning of Regulation D
          under the Securities Act and the Transfer complies with the transfer
          restrictions applicable to beneficial interests in a Restricted Global
          Note or Restricted Definitive Notes and the requirements of the
          exemption claimed, which certification is supported by (1) a
          certificate executed by the Transferee in the form of Exhibit D to the
          Indenture and (2) if such Transfer is in respect of a principal amount
          of Notes at the time of transfer of less than $250,000, an Opinion of
          Counsel provided by the Transferor or the Transferee (a copy of which
          the Transferor has attached to this certification), to the effect that
          such Transfer is in compliance with the Securities Act. Upon
          consummation of the proposed transfer in accordance with the terms of
          the Indenture, the transferred beneficial interest or Definitive Note
          will be subject to the restrictions on transfer enumerated in the
          Private Placement Legend printed on the applicable IAI Global Note
          and/or the applicable Definitive Notes and in the Indenture and the
          Securities Act.

               4. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL
INTEREST IN AN UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED DEFINITIVE NOTE.

               (a) [ ] CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The
          Transfer is being effected pursuant to and in accordance with Rule 144
          under the Securities Act and in compliance with the transfer
          restrictions contained in the Indenture and any applicable blue sky
          securities laws of any state of the United States and (ii) the
          restrictions on transfer contained in the Indenture and the Private


                                      B-2
<PAGE>
          Placement Legend are not required in order to maintain compliance with
          the Securities Act. Upon consummation of the proposed Transfer in
          accordance with the terms of the Indenture, the transferred beneficial
          interest or Definitive Note will no longer be subject to the
          restrictions on transfer enumerated in the Private Placement Legend
          printed on the Restricted Global Notes, on Restricted Definitive Notes
          and in the Indenture.

               (b) [ ] CHECK IF TRANSFER IS PURSUANT TO REGULATION S. (i) The
          Transfer is being effected pursuant to and in accordance with Rule 903
          or Rule 904 under the Securities Act and in compliance with the
          transfer restrictions contained in the Indenture and any applicable
          blue sky securities laws of any state of the United States and (ii)
          the restrictions on transfer contained in the Indenture and the
          Private Placement Legend are not required in order to maintain
          compliance with the Securities Act. Upon consummation of the proposed
          Transfer in accordance with the terms of the Indenture, the
          transferred beneficial interest or Definitive Note will no longer be
          subject to the restrictions on transfer enumerated in the Private
          Placement Legend printed on the Restricted Global Notes, on Restricted
          Definitive Notes and in the Indenture.

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

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

                                     [Insert Name of Transferor]


                                     By: _______________________________________
                                         Name:
                                         Title:


Dated:  _______________________




                                      B-3
<PAGE>
                       ANNEX A TO CERTIFICATE OF TRANSFER

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

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

          (a)  [ ] a beneficial interest in the:

               (i)   [ ] 144A Global Note (CUSIP _________), or

               (ii)  [ ] Regulation S Global Note (CUSIP _________), or

               (iii) [ ] IAI Global Note (CUSIP _________); or

          (b)  [ ] a Restricted Definitive Note.

          2.   After the Transfer the Transferee will hold:

                                   [CHECK ONE]

          (a)  [ ] a beneficial interest in the:

               (i)   [ ] 144A Global Note (CUSIP _________), or

               (ii)  [ ] Regulation S Global Note (CUSIP _________), or

               (iii) [ ] IAI Global Note (CUSIP _________), or

               (iv)  [ ] Unrestricted Global Note (CUSIP _________); or

          (b)  [ ] a Restricted Definitive Note; or

          (c)  [ ] an Unrestricted Definitive Note,

          in accordance with the terms of the Indenture.



                                      B-4
<PAGE>
                                                                       EXHIBIT C

                         FORM OF CERTIFICATE OF EXCHANGE


North Atlantic Trading Company, Inc.
257 Park Avenue South
New York, NY  10010

[Registrar address block]

                        Re: 9 1/4% Senior Notes due 2012
                            ----------------------------

                              (CUSIP ____________)

               Reference is hereby made to the Indenture, dated as of February
17, 2004 (the "Indenture"), between North Atlantic Trading Company, Inc., a
Delaware corporation, as issuer (the "Company") and Wells Fargo Bank Minnesota,
National Association, as trustee. Capitalized terms used but not defined herein
shall have the meanings given to them in the Indenture.

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

               1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL
INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR
BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE

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

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


                                      C-1
<PAGE>
               (c) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
          BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with
          the Owner's Exchange of a Restricted Definitive Note for a beneficial
          interest in an Unrestricted Global Note, the Owner hereby certifies
          (i) the beneficial interest is being acquired for the Owner's own
          account without transfer, (ii) such Exchange has been effected in
          compliance with the transfer restrictions applicable to Restricted
          Definitive Notes and pursuant to and in accordance with the Securities
          Act, (iii) the restrictions on transfer contained in the Indenture and
          the Private Placement Legend are not required in order to maintain
          compliance with the Securities Act and (iv) the beneficial interest is
          being acquired in compliance with any applicable blue sky securities
          laws of any state of the United States.

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

               2. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL
INTERESTS IN RESTRICTED GLOBAL NOTES FOR RESTRICTED DEFINITIVE NOTES OR
BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES

               (a) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A
          RESTRICTED GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE. In connection
          with the Exchange of the Owner's beneficial interest in a Restricted
          Global Note for a Restricted Definitive Note with an equal principal
          amount, the Owner hereby certifies that the Restricted Definitive Note
          is being acquired for the Owner's own account without transfer. Upon
          consummation of the proposed Exchange in accordance with the terms of
          the Indenture, the Restricted Definitive Note issued will continue to
          be subject to the restrictions on transfer enumerated in the Private
          Placement Legend printed on the Restricted Definitive Note and in the
          Indenture and the Securities Act.

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


                                      C-2
<PAGE>
               This certificate and the statements contained herein are made for
your benefit and the benefit of the Company.

                                         [Insert Name of Owner]


                                          By: __________________________________
                                              Name:
                                              Title:


Dated:  ______________________






                                      C-3
<PAGE>
                       ANNEX A TO CERTIFICATE OF EXCHANGE

          1.   The Owner currently owns and proposes to exchange the following:

                                   [CHECK ONE]

          (a)  [ ] a beneficial interest in the:

               (i)   [ ] 144A Global Note (CUSIP _________), or

               (ii)  [ ] Regulation S Global Note (CUSIP _________), or

               (iii) [ ] IAI Global Note (CUSIP _________), or

          (b)  [ ] a Restricted Definitive Note.

          2.   After the exchange the Owner will hold:

                                   [CHECK ONE]

          (a)  a beneficial interest in the:

               (i)   [ ] 144A Global Note (CUSIP _________), or

               (ii)  [ ] Regulation S Global Note (CUSIP _________), or

               (iii) [ ] IAI Global Note (CUSIP _________), or

               (iv)  [ ] Unrestricted Global Note (CUSIP _________), or

          (b)  [ ] a Restricted Definitive Note; or

          (c)  [ ] an Unrestricted Definitive Note.

          3.   The Owner requests that Definitive Notes be registered in the
               following name:

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

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

                    and sent to the Owner at the following address:

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

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



                                      C-4
<PAGE>
                                                                       EXHIBIT D


                            FORM OF CERTIFICATE FROM
                   ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR


North Atlantic Trading Company, Inc.
257 Park Avenue South, 7th Floor
New York, NY  10010

[Registrar address block]

           Re:   9 1/4% Senior Notes due 2012
                 ----------------------------

                Reference is hereby made to the Indenture, dated as of February
17, 2004 (the "Indenture"), between North Atlantic Trading Company, Inc., a
Delaware corporation, as issuer (the "Company") and Wells Fargo Bank Minnesota,
National Association, as trustee. Capitalized terms used but not defined herein
shall have the meanings given to them in the Indenture.

                In connection with our proposed purchase of $____________
aggregate principal amount of:

               (a) [ ] a beneficial interest in a Global Note, or

               (b) [ ] a Definitive Note,

                we confirm that:

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

                2. We understand that the offer and sale of the Notes have not
been registered under the Securities Act, and that the Notes and any interest
therein may not be offered or sold except as permitted in the following
sentence. We agree, on our own behalf and on behalf of any accounts for which we
are acting as hereinafter stated, that if we should sell the Notes or any
interest therein, we will do so only (A) to the Company or any subsidiary
thereof, (B) in accordance with Rule 144A under the Securities Act to a
"qualified institutional buyer" (as defined therein), (C) to an institutional
"accredited investor" (as defined below) that, prior to such transfer, furnishes
(or has furnished on its behalf by a U.S. broker-dealer) to you and to the
Company a signed letter substantially in the form of this letter and, if such
transfer is in respect of a principal amount of Notes, at the time of transfer
of less than $250,000, an Opinion of Counsel in form reasonably acceptable to
the Company to the effect that such transfer is in compliance with the
Securities Act, (D) outside the United States in accordance with Rule 904 of
Regulation S under the Securities Act, (E) pursuant to the provisions of Rule
144(k) under the Securities Act or (F) pursuant to an effective registration
statement under the Securities Act, and we further agree to provide to any
person purchasing the Definitive Note or beneficial interest in a Global Note
from us in a transaction meeting the requirements of clauses (A) through (E) of
this paragraph a notice advising such purchaser that resales thereof are
restricted as stated herein.


                                      D-1
<PAGE>
                3. We understand that, on any proposed resale of the Notes or
beneficial interest therein, we will be required to furnish to you and the
Company such certifications, legal opinions and other information as you and the
Company may reasonably require to confirm that the proposed sale complies with
the foregoing restrictions. We further understand that the Notes purchased by us
will bear a legend to the foregoing effect.

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

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

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

                                         [Insert Name of Accredited Investor]



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


Dated:  ______________________





                                      D-2