Exhibit 4.8
Form 10-K 2001, Amendment No. 1
Headway Corporate Resources, Inc.
File No. 1-16025


                 HEADWAY CORPORATE RESOURCES, INC., as Issuer

                                       and

            STATE STREET BANK AND TRUST COMPANY, N.A., as Trustee


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


                              AMENDED AND RESTATED

                                    INDENTURE

                           Dated as of April 18, 2002

                         Effective as of March 31, 2002

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


                                   $10,000,000

                  Increasing Rate Senior Subordinated Notes
                                    Due 2006



<PAGE>




                                          v






                                TABLE OF CONTENTS

                                                                           Page

ARTICLE I.  DEFINITIONS AND INCORPORATION BY REFERENCE.......................1
      SECTION 1.01.  Definitions.............................................1
      SECTION 1.02.  Incorporation by Reference of TIA......................18
      SECTION 1.03.  Rules of Construction..................................19
ARTICLE II.  THE SECURITIES.................................................20
      SECTION 2.01.  Form and Dating........................................20
      SECTION 2.02.  Execution and Authentication...........................20
      SECTION 2.03.  Registrar and Paying Agent.............................21
      SECTION 2.04.  Paying Agent To Hold Assets in Trust...................21
      SECTION 2.05.  Securityholder Lists...................................22
      SECTION 2.06.  Transfer and Exchange..................................22
      SECTION 2.07.  Replacement Securities.................................23
      SECTION 2.08.  Outstanding Securities.................................23
      SECTION 2.09.  Treasury Securities....................................24
      SECTION 2.10.  Temporary Securities...................................24
      SECTION 2.11.  Cancellation...........................................24
      SECTION 2.12.  Defaulted Interest.....................................25
      SECTION 2.13.  Deposit of Monies......................................25
      SECTION 2.14.  CUSIP Number...........................................25
      SECTION 2.15.  Restrictive Legends....................................25
      SECTION 2.16.  Book Entry Provisions for Global Security..............25
      SECTION 2.17.  Special Transfer Provisions............................26
ARTICLE III.  REDEMPTION....................................................29
      SECTION 3.01.  Notices to Trustee.....................................29
      SECTION 3.02.  Selection of Securities To Be Redeemed.................29
      SECTION 3.03.  Notice of Redemption...................................29
      SECTION 3.04.  Effect of Notice of Redemption.........................30
      SECTION 3.05.  Deposit of Redemption Price............................31
      SECTION 3.06.  Securities Redeemed in Part............................31
ARTICLE IV.  COVENANTS......................................................31
      SECTION 4.01.  Payment of Securities..................................31
      SECTION 4.02.  Maintenance of Office or Agency........................31
      SECTION 4.03.  Corporate Existence....................................32
      SECTION 4.04.  Payment of Taxes and Other Claims......................32
      SECTION 4.05.  Maintenance of Properties and Insurance................32
      SECTION 4.06.  Compliance Certificates; Notice of Default.............33
      SECTION 4.07.  Compliance with Laws...................................34
      SECTION 4.08.  Financial Reports, Etc.................................34
      SECTION 4.09.  SEC Reports and Other Information......................35
      SECTION 4.10.  Waiver of Stay Extension or Usury Laws.................37
      SECTION 4.11.  Limitation on Indebtedness.............................37
      SECTION 4.12.  Limitation on Restricted Payments......................39

                                       i
<PAGE>

      SECTION 4.13.  Limitation on Dividends and Other Payment
            Restrictions Affecting Subsidiaries.............................40
      SECTION 4.14.  Limitation on Liens....................................40
      SECTION 4.15.  Limitation on Investments, Loans and
            Advances........................................................41
      SECTION 4.16.  Limitation on Transactions with Affiliates.............41
      SECTION 4.17.  Change of Control......................................41
      SECTION 4.18.  Disposition of Proceeds of Asset Sales.................43
      SECTION 4.19.  Limitation on Issuances and Sales of
            Preferred Stock by Subsidiaries.................................46
      SECTION 4.20.  Limitation on Liquidations, Dissolutions,
            Mergers and Consolidation.......................................46
      SECTION 4.21.  Net Worth..............................................46
      SECTION 4.22.  ERISA Compliance.......................................47
      SECTION 4.23.  Limitation on Acquisitions.............................47
      SECTION 4.24.  Certain Consolidated Ratios............................47
      SECTION 4.25.  Limitation on Hedging Obligations......................49
      SECTION 4.26.  Sale of Subsidiaries...................................49
      SECTION 4.27.  Conduct of Business....................................49
      SECTION 4.28.  Additional Guarantors..................................49
ARTICLE V. SUCCESSOR CORPORATION............................................49
      SECTION 5.01.  Consolidation, Merger, Conveyance, Transfer
            or Lease........................................................49
      SECTION 5.02.  Successor Entity Substituted...........................51
ARTICLE VI. DEFAULT AND REMEDIES............................................51
      SECTION 6.01.  Events of Default......................................51
      SECTION 6.02.  Acceleration...........................................53
      SECTION 6.03.  Other Remedies.........................................54
      SECTION 6.04.  Waiver of Past Defaults................................54
      SECTION 6.05.  Control by Required Holders............................54
      SECTION 6.06.  Limitation on Suits....................................54
      SECTION 6.07.  Rights of Holders To Receive Payment...................55
      SECTION 6.08.  Collection Suit by Trustee.............................55
      SECTION 6.09.  Trustee May File Proofs of Claim.......................55
      SECTION 6.10.  Priorities.............................................56
      SECTION 6.11.  Undertaking for Costs..................................56
      SECTION 6.12.  Rights and Remedies Cumulative.........................56
      SECTION 6.13.  Delay or Omission Not Waiver...........................57
ARTICLE VII.  TRUSTEE.......................................................57
      SECTION 7.01.  Duties of Trustee......................................57
      SECTION 7.02.  Rights of Trustee......................................58
      SECTION 7.03.  Individual Rights of Trustee...........................59
      SECTION 7.04.  Trustee's Disclaimer...................................59
      SECTION 7.05.  Notice of Default......................................59
      SECTION 7.06.  Reports by Trustee to Holders..........................59
      SECTION 7.07.  Compensation and Indemnity.............................60
      SECTION 7.08.  Replacement of Trustee.................................60

                                       ii
<PAGE>

      SECTION 7.09.  Successor Trustee by Merger, Etc.......................61
      SECTION 7.10.  Eligibility: Disqualification..........................62
      SECTION 7.11.  Preferential Collection of Claims Against
            Company.........................................................62
ARTICLE VIII.  DISCHARGE OF INDENTURE; DEFEASANCE...........................62
      SECTION 8.01.  Discharge of Indenture.................................62
      SECTION 8.02.  Legal Defeasance and Covenant Defeasance...............63
      SECTION 8.03.  Application of Trust Money.............................66
      SECTION 8.04.  Repayment to Company...................................66
      SECTION 8.05.  Reinstatement..........................................66
      SECTION 8.06.  Acknowledgment of Discharge by Trustee.................67
ARTICLE IX.  AMENDMENTS, SUPPLEMENTS AND WAIVERS............................67
      SECTION 9.01.  Without Consent of Holders.............................67
      SECTION 9.02.  With Consent of Holders................................68
      SECTION 9.03.  Compliance with TIA....................................69
      SECTION 9.04.  Revocation and Effect of Consents......................69
      SECTION 9.05.  Notation on or Exchange of Securities..................70
      SECTION 9.06.  Trustee To Sign Amendments, Etc........................70
ARTICLE X.  SUBORDINATION...................................................70
      SECTION 10.01.  Securities Subordinated to Senior
            Indebtedness....................................................70
      SECTION 10.02.  Suspension of Payment on Securities in
            Certain Events..................................................70
      SECTION 10.03.  Securities Subordinated to Prior Payment of
            All Senior Indebtedness on Dissolution, Liquidation
            or Reorganization of Company....................................72
      SECTION 10.04.  Holders to be Subrogated to Rights of
            Holders of Senior Indebtedness..................................73
      SECTION 10.05.  Obligations of the Company Unconditional..............73
      SECTION 10.06.  Trustee Entitled to Assume Payments Not
            Prohibited in Absence of Notice.................................74
      SECTION 10.07.  Application by Trustee of Assets Deposited
            with It.........................................................74
      SECTION 10.08.  No Waiver of Subordination Provisions.................75
      SECTION 10.09.  Holders Authorize Trustee to Effectuate
            Subordination of Notes..........................................75
      SECTION 10.10.  Right of Trustee to Hold Senior
            Indebtedness....................................................76
      SECTION 10.11.  This Article X Not To Prevent Events of
            Default.........................................................76
      SECTION 10.12.  No Fiduciary Duty of Trustee to Holders of
            Senior Indebtedness.............................................76
ARTICLE XI.  MISCELLANEOUS..................................................76
      SECTION 11.01.  TIA Controls..........................................76
      SECTION 11.02.  Notices...............................................77
      SECTION 11.03.  Communications by Holders with Other
            Holders.........................................................78
      SECTION 11.04.  Certificate and Opinion as to Conditions
            Precedent.......................................................78
      SECTION 11.05.  Statements Required in Certificate or
            Opinion.........................................................78
      SECTION 11.06.  Rules by Trustee, Paying Agent, Registrar.............79
      SECTION 11.07.  Legal Holidays........................................79
      SECTION 11.08.  Governing Law.........................................79

                                      iii
<PAGE>

      SECTION 11.09.  No Adverse Interpretation of Other
            Agreements......................................................79
      SECTION 11.10.  No Recourse Against Others............................80
      SECTION 11.11.  Successors............................................80
      SECTION 11.12.  Counterparts..........................................80
      SECTION 11.13.  Severability..........................................80
      SECTION 11.14.  Table of Contents, Headings. Etc......................80




                                       iv
<PAGE>


       Reconciliation and tie between the Trust Indenture Act of 1939 and
        this Amended and Restated Indenture, dated as of April 18, 2002:


--------------------------------------------------------------------------------
    Trust Indenture Act Section       Initially Reflected in Indenture Section
--------------------------------------------------------------------------------
      Section 309 (b)(9)                                7.10
--------------------------------------------------------------------------------
      Section 310 (a)(1)                                7.10
--------------------------------------------------------------------------------
                  (a)(2)                                7.10
--------------------------------------------------------------------------------
                  (a)(5)                                7.10
--------------------------------------------------------------------------------
                  (b)                                   7.10
--------------------------------------------------------------------------------
      Section 311 (a)                                   7.11
--------------------------------------------------------------------------------
                  (b)                                   7.11
--------------------------------------------------------------------------------
      Section 312 (a)                                   2.05
--------------------------------------------------------------------------------
                  (b)                                   11.03
--------------------------------------------------------------------------------
                  (c)                                   11.03
--------------------------------------------------------------------------------
      Section 313 (a)                                   7.06
--------------------------------------------------------------------------------
                  (b)                                   7.06
--------------------------------------------------------------------------------
                  (c)                                   7.06
--------------------------------------------------------------------------------
                  (d)                                   4.08
--------------------------------------------------------------------------------
      Section 314 (a)                                   11.02
--------------------------------------------------------------------------------
                  (c)(3)                                5.01
--------------------------------------------------------------------------------
      Section 315 (b)                                   11.02
--------------------------------------------------------------------------------
      Section 316 (b)                                   9.04
--------------------------------------------------------------------------------



                                       v
<PAGE>


     AMENDED AND RESTATED INDENTURE, dated as of April __, 2002 and effective as
of March  31,  2002,  between  HEADWAY  CORPORATE  RESOURCES  INC.,  a  Delaware
corporation  (the "Company"),  and STATE STREET BANK AND TRUST COMPANY,  N.A., a
national banking association, as Trustee (the "Trustee").

     Each party hereto agrees as follows for the benefit of each other party and
for the equal and  ratable  benefit of the Holders of the  Company's  Increasing
Rate Senior Subordinated Notes Due 2006:

                                   ARTICLE I.

                  DEFINITIONS AND INCORPORATION BY REFERENCE

     SECTION 1.01. Definitions.

     "Acquired  Indebtedness" means with respect to any person,  Indebtedness of
another  person  existing at the time such other Person  becomes a Subsidiary of
such  person or is  merged  with or into such  person  or a  Subsidiary  of such
Person,  and not incurred in connection  with, or in anticipation of, such other
person  becoming a  Subsidiary  of such  Person or the merger  with or into such
other Person.

     "Acquisition"  means the  acquisition of (i) a controlling  equity or other
ownership  interest  in another  Person  (including  the  purchase of an option,
warrant or convertible,  exchangeable or similar type security to acquire such a
controlling  interest  at  the  time  it  becomes  exercisable,  convertible  or
exchangeable by the holder thereof), whether by purchase of such equity or other
ownership  interest or upon  exercise of an option or warrant for, or conversion
or exchange of securities into, such equity or other ownership interest, or (ii)
assets of another Person which constitute all or any material part of the assets
of such Person or of a line or lines of business conducted by such Person.

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

     "Affiliate  Transaction"  means the conduct of business or any transactions
or series of transactions by the Company or any of its Subsidiaries  with or for
the benefit of any of their respective Affiliates.

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

     "Agent Members" has the meaning provided in Section 2.16.

     "Asset  Acquisition"  means  (i) any  capital  contribution  (by  means  of
transfer of cash or other property to others or payment for property or services
for the account or use of others,  or otherwise)  to, or purchase or acquisition

                                       1
<PAGE>

of Capital Stock in, any other Person by the Company or any of its Subsidiaries,
in either case  pursuant to which such Person shall  become a Subsidiary  of the
Company or any of its  Subsidiaries  or shall be merged with or into the Company
or any of its  Subsidiaries or (ii) any acquisition by the Company or any of its
Subsidiaries of the assets of any person which constitute  substantially  all of
an operating unit or business of such Person.

     "Asset Sale" means with respect to any Person, any direct or indirect sale,
issuance,   conveyance,   transfer,   lease,  assignment  or  other  disposition
(including,  without  limitation,  by merger or  consolidation or by exchange of
assets and whether by operation of law or otherwise) in a single  transaction or
series of  transactions,  made by such Person or a Subsidiary  of such Person to
any other Person of (i) any Capital  Stock of such Person or any  Subsidiary  of
such Person (whether structured as a sale, issuance or other disposition by such
Person or a Subsidiary  of such  Person) or (ii) any other  Property or asset of
such  Person  or any  Subsidiary  of  such  Person  (other  than  cash  or  Cash
Equivalents),  in each case,  other than  inventory  in the  ordinary  course of
business and other than isolated  transactions  (not  involving  Capital  Stock)
which do not exceed $500,000  individually and $1,000,000 during any consecutive
12 month  period.  With  respect to the Company and its  Subsidiaries,  the term
"Asset Sale" shall not include (a) any  disposition  of properties and assets of
the Company or any of its Subsidiaries  that is governed under and complies with
the requirements set forth in Article V hereof, (b) any sale by the Company to a
Wholly-Owned  Subsidiary of the Company or a sale by a Subsidiary of the Company
to the Company or to a Wholly-Owned  Subsidiary of the Company,  (c) any sale by
the Company of its Capital Stock pursuant to a Permitted Acquisition, or (d) the
sale, lease,  conveyance,  disposition or other transfer of all or substantially
all of the  assets  of the  Company  as  permitted  under  Section  5.01  or any
disposition that constitutes a Change of Control.

     "Asset Sale Offer" has the meaning provided in Section 4.17.

     "Asset Sale Payment Date" means,  with respect to any Excess  Proceeds from
an Asset  Sale,  the earlier of (x) (i) the 360th day  following  receipt of Net
Proceeds  (other than Net Equity  Proceeds)  and (ii) the 90th day following the
receipt of Net Equity Proceeds,  or (y) such earlier date on which an Asset Sale
Offer shall expire.

     "Attributable   Indebtedness"   means,  in  respect  of  a   Sale/Leaseback
Transaction,  as at the time of determination,  the present value (discounted at
the interest rate borne,  or to be borne, as the case may be, by the Securities,
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).

     "Authorized  Representative"  means  any of the  Chief  Executive  Officer,
President  and Chief  Operating  Officer or any  Senior  Vice  President  of the
Company,  or with respect to financial  matters only,  the Senior Vice President
and Director of Corporate Development,  Chief Financial Officer, Chief Operating
Officer or Treasurer of the Company, or any other person expressly designated by
the Board of Directors of the Company (or the appropriate  committee thereof) as
an Authorized Representative of the Company.

     "Bankruptcy  Law" means Title 11 of the U.S.  Code or any similar  Federal,
state or foreign law for the relief of debtors.

                                       2
<PAGE>

     "Board of  Directors"  means,  with  respect  to any  Person,  the board of
directors or other applicable  governing body of such Person or any committee of
the board of  directors  or of such other  governing  body of such  Person  duly
authorized,  with respect to any particular matter, to exercise the power of the
board of directors or other applicable 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.

     "Book-Entry Security" means a Security represented by a Global Security and
registered in the name of the nominee of the Depository.

     "Budget"  means the cash budget  delivered  by the  Borrower to the Holders
pursuant to Section 3(b) of the Limited Waiver and Amendment, as the same may be
amended, supplemented or otherwise modified from time to time in accordance with
the Limited Waiver and Amendment.

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

     "Capital   Expenditures"  means,  with  respect  to  the  Company  and  its
Subsidiaries  on a  consolidated  basis,  for any  period  the  sum of  (without
duplication)  (i)  all  expenditures   (whether  paid  in  cash  or  accrued  as
liabilities)  by the Company or any of its  Subsidiaries  during such period for
items that would be classified  as "property,  plant or equipment" or comparable
items on the  consolidated  balance  sheet of the Company and its  Subsidiaries,
including,  without  limitation,  all transactional costs incurred in connection
with such  expenditures  provided  the same have  been  capitalized,  excluding,
however,  the  amount of any  Capital  Expenditures  paid for with  proceeds  of
casualty insurance as evidenced in writing and submitted to the Trustee together
with any compliance certificate delivered pursuant to the Credit Agreement,  and
(ii) with respect to any Capital Lease entered into by the Company or any of its
Subsidiaries  during such period,  the capitalized amount of such Capital Lease,
all the foregoing in accordance with GAAP applied on a Consistent Basis.

     "Capital  Lease" means all leases which have been or should be  capitalized
in accordance with GAAP as in effect from time to time,  including Statement No.
13 of the Financial Accounting Standards Board and any successor thereof.

     "Capitalized  Lease  Obligation"  means any obligation to pay rent or other
amounts  under a lease of (or other  agreement  conveying  the right to use) any
property (whether real, personal or mixed) that is required to be classified and
accounted  for as a Capital  Lease and, for the purpose of this  Indenture,  the
amount of such obligation at any date shall be the capitalized amount thereof at
such date, determined in accordance with GAAP.

     "Capital  Stock"  means,  with  respect to any Person,  any and all shares,
interests,  participations,  rights in, or other equivalents (however designated
and whether voting or non-voting) of such Person's  capital stock or any form of

                                       3
<PAGE>

membership  interest,  as applicable,  whether  outstanding on the Issue Date or
issued  after  the Issue  Date,  and any and all  rights,  warrants  or  options
exercisable or exchangeable for or convertible into such capital stock.

     "Cash  Equivalents" means at any time (i) any evidence of Indebtedness with
a  maturity  of 180 days or less  issued or  directly  and fully  guaranteed  or
insured by the United States of America or any agency or instrumentality thereof
(provided  that the full  faith and  credit of the  United  States of America is
pledged in support thereof);  (ii) certificates of deposit or acceptances with a
maturity of 180 days or less of any  financial  institution  that is a member of
the Federal  Reserve  System having  combined  capital and surplus and undivided
profits of not less than $500,000,000; (iii) commercial paper with a maturity of
180 days or less issued by a  corporation  (except an  Affiliate of the Company)
organized  under the laws of any state of the United  States or the  District of
Columbia and rated at least A-1 by Standard & Poor's Corporation or at least P-1
by Moody's  Investors  Service,  Inc.;  (iv)  repurchase  agreements and reverse
repurchase  agreements  relating  to  marketable  direct  obligations  issued or
unconditionally  guaranteed  by the United  States  Government  or issued by any
agency thereof and backed by the full faith and credit of the United States,  in
each  case  maturing  within  one year from the date of  acquisition;  provided,
however,  that the terms of such agreements comply with the guidelines set forth
in the Federal Financial  Agreements of Depository  Institutions with Securities
Dealers and Others, as adopted by the Comptroller of the Currency; and (v) money
market  funds  investing  principally  in the types of  securities  described in
clauses (i) and (ii) above.

     "Certificate  of  Designations"  means  the  Certificate  of  Designations,
Preferences and Rights of the Series F Preferred  Stock,  and the Certificate of
Designations,  Preferences  and Rights of the Series G Preferred  Stock, as each
may at any time be amended, restated, supplemented or otherwise modified.

     "Change of  Control"  means a change of control of the  Company of a nature
that would be required  to be reported in response to Item 6(e) of Schedule  14A
of Regulation 14A promulgated under the Exchange Act, whether or not the Company
is  then  subject  to  such  reporting  requirement;   provided,  that,  without
limitation,  such a Change of Control  shall be deemed to have  occurred if: (i)
any  "person" (as defined in Sections  13(d) and 14(d) of the  Exchange  Act) or
"group"  (as such term is used in Section  13(d)(3) of the  Exchange  Act) other
than Permitted Holders is or becomes the "beneficial  owner" (as defined in Rule
13d-3 under the Exchange  Act),  directly or  indirectly,  of  securities of the
Company  representing  thirty percent (30%) or more of the combined voting power
of the Company's then outstanding securities; or (ii) if there shall cease to be
a majority of the Board of  Directors  of the Company  comprised  of  Continuing
Directors (as defined below); or (iii) the stockholders of the Company approve a
merger or consolidation of the Company with any other corporation,  other than a
merger or  consolidation  which  would  result in the voting  securities  of the
Company outstanding immediately prior thereto continuing to represent (either by
remaining  outstanding  or by being  converted  into  voting  securities  of the
surviving  entity) at least eighty percent (80%) of the combined voting power of
the voting  securities  of the  Company  or such  surviving  entity  outstanding
immediately after such merger or consolidation;  or (iv) if any recapitalization
event  occurs as a result  of which the  holders  of  voting  securities  of the

                                       4
<PAGE>

Company  outstanding  immediately  prior thereto and/or the Permitted Holders do
not continue to hold at least eighty percent (80%) of the combined  voting power
of the voting securities of the Company immediately after such  recapitalization
event;  or (v) the  stockholders  of the  Company  approve  a plan  of  complete
liquidation  of the Company or an agreement for the sale or  disposition  by the
Company of all or substantially  all of the Company's assets; or (vi) a majority
of the "named  executive  officers" set forth in the Company's most recent Proxy
Statement  or Annual  Report on Form  10-K or Form  10-KSB,  as the case may be,
cease to occupy such positions within a period of 365 consecutive  days. As used
herein,  "Continuing  Directors" means  individuals who as of the Effective Date
constitute  the Board of  Directors of the Company and any new  director(s)  (i)
whose  election  by the Board of  Directors  for the Company or  nomination  for
election  by the  Company's  stockholders  was  approved  by a vote of at  least
two-thirds (2/3) of the directors then still in office who either were directors
at the beginning of the period or whose  election or nomination for election was
previously so approved or (ii) were designated by the Permitted Holders.

     "Change of Control Date" has the meaning provided in Section 4.16.

     "Change of Control Offer" has the meaning provided in Section 4.16.

     "Change of Control Payment Date" has the meaning provided in Section 4.16.

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

     "Company  Order" means a written order or request signed in the name of the
Company by its President or a Vice President, and by its Treasurer, an Assistant
Treasurer,  its  Secretary  or an  Assistant  Secretary,  and  delivered  to the
Trustee.

     "Consistent  Basis"  in  reference  to the  application  of GAAP  means the
accounting  principles  observed in the period referred to are comparable in all
material  respects to those applied in the preparation of the audited  financial
statements  of the Company  contained  in the  Company's  Annual  Report on Form
10-KSB for the fiscal year ended December 31, 2001 filed with the Commission.

     "Consolidated   EBITDA"  means,   with  respect  to  the  Company  and  its
Subsidiaries  for any  Four-Quarter  Period  ending  on the date of  computation
thereof,  the sum of, without  duplication,  (i) Consolidated  Net Income,  (ii)
Consolidated  Interest Expense,  (iii) taxes on income,  (iv) amortization,  (v)
depreciation,  all  determined on a consolidated  basis in accordance  with GAAP
applied  on a  Consistent  Basis,  (vi)  goodwill  impairment  required  by FASB
141-142, to the extent the same is deducted from income to derive Net Income and
(vii)  Restructuring  Costs;   provided,   however,  that  with  respect  to  an
Acquisition  that is accounted  for as a "purchase",  for the four  Four-Quarter
Periods ending next following the date of such Acquisition,  Consolidated EBITDA
shall  include the results of  operations  of the Person or assets so  acquired,
which amounts  shall be  determined  on a historical  pro forma basis as if such
Acquisition had been consummated as a "pooling of interests"; provided, further,
however,  that  with  respect  to  disposition,   sale,  conveyance,   transfer,
liquidation  or  cessation  of  business of a  Subsidiary  of the Company or any
division,  operating  unit or other  business  unit of the  Company  during such
measurement period,  Consolidated EBITDA shall exclude the results of operations
of the Subsidiary  division,  operating unit or other business unit so disposed,
sold, conveyed, transferred, liquidated or the business of which has ceased.

                                       5
<PAGE>

     "Consolidated  Fixed Charge Ratio"  means,  with respect to the Company and
its Subsidiaries for the applicable period described below ending on the date of
computation  thereof,  the ratio of (i) Consolidated EBITDA for such period less
(without duplication) Capital Expenditures for such period, to (ii) Consolidated
Fixed Charges for such period.

     "Consolidated  Fixed  Charges"  means,  with respect to the Company and its
Subsidiaries for any Four-Quarter  Period (or other period of Fiscal Quarters as
provided in the definitions of "Consolidated  Fixed Charge Ratio") ending on the
date of computation thereof,  the sum of, without duplication,  (i) Consolidated
Interest Expense incurred during such period,  (ii) scheduled  principal amounts
of  Consolidated  Funded  Indebtedness  (other  than  the  principal  amount  of
borrowings  outstanding  under the Credit  Agreement)  paid during such  period,
(iii) Earnouts paid in cash during such period, and (iv) all Restricted Payments
made during such period,  all determined on a  consolidated  basis in accordance
with GAAP applied on a Consistent Basis.

     "Consolidated  Funded  Indebtedness" means, with respect to the Company and
its  Subsidiaries,  at  any  time  as  of  which  the  amount  thereof  is to be
determined,  the sum of (i)  Indebtedness  for Money Borrowed of the Company and
its  Subsidiaries  at such  time and (ii) the  face  amount  of all  outstanding
Letters  of  Credit  issued  for  the  account  of  the  Company  or  any of its
Subsidiaries and all obligations (to the extent not  duplicative)  arising under
such Letters of Credit,  all  determined on a  consolidated  basis in accordance
with GAAP applied on a Consistent Basis.

     "Consolidated  Interest  Coverage Ratio" means, with respect to the Company
and its Subsidiaries the ratio of (i) Consolidated  EBITDA to (ii)  Consolidated
Interest Expense for each Four-Quarter Period then ended.

     "Consolidated  Interest  Expense"  means,  with  respect  to any  period of
computation  thereof,  the  gross  interest  expense  of  the  Company  and  its
Subsidiaries,  including without limitation (i) the current amortized portion of
debt  discounts  to the extent  included  in gross  interest  expense,  (ii) the
current  amortized portion of all fees (including fees payable in respect of any
Hedging Obligation) payable in connection with the incurrence of Indebtedness to
the extent  included  in gross  interest  expense  (but not  including  any fees
incurred in  connection  with the Credit  Agreement  and this  Agreement  or the
termination  thereof),  and (iii) the portion of any payments made in connection
with  Capital  Leases  allocable  to  interest  expense,  all  determined  on  a
consolidated basis in accordance with GAAP applied on a Consistent Basis.

     "Consolidated Leverage Ratio" means, as of the date of computation thereof,
the ratio of (i) Consolidated Funded Indebtedness  determined as at such date to
(ii) Consolidated EBITDA for the Four-Quarter Period ending on (or most recently
ended prior to) such date.

     "Consolidated Net Income" means, for any period of computation thereof, the
gross revenues from  operations of the Company and its  Subsidiaries  (including
payments  received by the Company and its  Subsidiaries of (i) interest  income,
and (ii)  dividends  and  distributions  made in the  ordinary  course  of their
businesses  by  Persons  in  which  investment  is  permitted  pursuant  to this
Indenture and the Credit Agreement and not related to an  extraordinary  event),
less  all  operating  and   non-operating   expenses  of  the  Company  and  its
Subsidiaries  including taxes on income,  all determined on a consolidated basis

                                       6
<PAGE>

in accordance  with GAAP applied on a Consistent  Basis;  but excluding (for all
purposes other than  compliance  with Section 4.20) as income:  (a) net gains on
the sale,  conversion or other  disposition of capital assets,  (b) net gains on
the  acquisition,  retirement,  sale or other  disposition  of Capital Stock and
other  securities  of the  Company  or its  Subsidiaries,  (c) net  gains on the
collection  of  proceeds of life  insurance  policies,  (d) any  write-up of any
asset,  and (e) any  other  net gain or  credit  of an  extraordinary  nature as
determined in accordance with GAAP applied on a Consistent Basis.

     "Consolidated  Net Worth" means, as of any date on which the amount thereof
is  to  be  determined,   Consolidated   Shareholders'   Equity  minus  (without
duplication  of deductions  in respect of items already  deducted in arriving at
surplus and retained earnings) all reserves (other than contingency reserves not
allocated to any particular purpose),  including without limitation reserves for
depreciation,  depletion,  amortization,  obsolescence,  deferred  income taxes,
insurance and inventory  valuation all as determined on a consolidated  basis in
accordance with GAAP applied on a Consistent Basis.

     "Consolidated  Shareholders'  Equity"  means,  as of any date on which  the
amount thereof is to be  determined,  the sum of the following in respect of the
Company and its Subsidiaries  (determined on a consolidated  basis and excluding
any upward  adjustment  after the Issue Date due to revaluation of assets):  (i)
the  amount of issued and  outstanding  share  capital,  plus (ii) the amount of
additional  paid-in capital and retained earnings (or, in the case of a deficit,
minus the amount of such deficit), plus (iii) the amount of any foreign currency
translation adjustment (if positive,  or, if negative,  minus the amount of such
translation  adjustment),  minus  (iv) the amount of any  treasury  stock all as
determined in accordance with GAAP applied on a Consistent Basis.

     "Contingent  Obligation"  of any Person  means all  contingent  liabilities
required (or which, upon the creation or incurring  thereof,  would be required)
to be included in the financial statements  (including footnotes) of such Person
in accordance with GAAP applied on a Consistent Basis, including Statement No. 5
of the Financial  Accounting  Standards Board,  all Hedging  Obligations and any
obligation  of  such  Person   guaranteeing  or  in  effect   guaranteeing   any
Indebtedness,  dividend or other  obligation  of any other Person (the  "primary
obligor") in any manner,  whether directly or indirectly,  including obligations
of such Person however incurred:

     (1) to purchase such  Indebtedness  or other  obligation or any property or
assets constituting security therefor;

     (2) to  advance  or supply  funds in any  manner  (i) for the  purchase  or
payment of such Indebtedness or other obligation,  or (ii) to maintain a minimum
working  capital,  net worth or other  balance  sheet  condition  or any  income
statement condition of the primary obligor;

     (3) to grant or  convey  any  Lien,  charge  or  other  encumbrance  on any
property  or assets of such  Person to secure  payment of such  Indebtedness  or
other obligation;

     (4) to lease  property  or to  purchase  securities  or other  property  or
services  primarily  for the  purpose  of  assuring  the owner or holder of such
Indebtedness or obligation of the ability of the primary obligor to make payment
of such Indebtedness or other obligation; or

                                       7
<PAGE>

     (5) otherwise to assure the owner of the Indebtedness or such obligation of
the primary obligor against loss in respect thereof.

;  provided,  however,  in no event shall  Earnouts be a  Contingent  Obligation
hereunder.

     "Credit  Agreement" means the Amended and Restated Credit Agreement,  dated
as of the date hereof and  effective as of March 31, 2002,  entered into between
the  Company  and Bank of America,  N.A.,  as agent,  Fleet  National  Bank,  as
co-agent, and the lenders party thereto, providing for working capital and other
financing,  as the  same  may at any  time be  amended,  amended  and  restated,
supplemented  or  otherwise  modified,  including  any  refinancing,  refunding,
replacement or extension thereof permitted  hereunder which provides for working
capital and other financing, whether by the same or any other lender or group of
lenders.

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

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

     "Default Amount" shall have the meaning set forth in Section 6.02.

     "Depository"  means,  with respect to the Securities  issuable or issued in
one or more Book-Entry  Securities,  the Person specified in Section 2.02 as the
Depository  with respect to the Securities  until the successor  shall have been
appointed  and  becomes  such  pursuant  to the  applicable  provisions  of this
Indenture, and, thereafter, "Depository" shall mean or include such successor.

     "Disqualified  Stock" means with respect to any Person,  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,  in each case, at the option of the
holder thereof),  or upon the happening of any event,  matures or is mandatorily
redeemable,   pursuant  to  a  sinking  fund  obligation  or  otherwise,  or  is
exchangeable  for  Indebtedness,  or is  redeemable  at the option of the holder
thereof, in whole or in part, on or prior to the Maturity Date.

     "Domestic  Subsidiary" means a Subsidiary which is organized under the laws
of one of the states or territories comprising the United States of America.

     "Earnouts"  has the  specific  meaning  therefor  set  forth in each of the
Acquisition  Documents and collectively  means all such payments,  a schedule of
such Earnouts with respect to Acquisitions  consummated  prior to the Issue Date
is set forth on Schedule 5.35 to the Securities Purchase Agreement.

     "Effective Date" means March 31, 2002.

     "ERISA"  means the Employee  Retirement  Income  Security  Act of 1974,  as
amended from time to time.

     "Event of Default" has the meaning provided in Section 6.01.

                                       8
<PAGE>

     "Excess Proceeds" shall have the meaning set forth in Section 4.18.

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

     "Fair  Market  Value" or "fair 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 buyer, neither of
whom is under undue  pressure or  compulsion to complete the  transaction.  With
respect to any Person,  Fair Market  Value shall be  determined  by the Board of
Directors  of  such  Person  (and  with  respect  to the  Company  or any of its
Subsidiaries,  a majority of the Independent Directors of the Company) acting in
good faith and shall be evidenced by a Board Resolution thereof delivered to the
Trustee.

     "Financing"  means  the  consummation  of the  sale by the  Company  of the
Securities and $20,000,000 of the Series F Preferred Stock.

     "Financing   Documents"   means  this   Indenture,   the   Certificate   of
Designations,  the Stock Purchase Agreement,  the Registration Rights Agreement,
the Guaranty  Agreement,  the First  Limited  Waiver and  Amendment,  the Second
Limited Waiver,  the Mezzanine Warrants and any other document executed by or on
behalf of the Company in connection  with the Financing and any amendment of any
of the terms of the foregoing.

     "Fiscal  Quarter"  means a three  month  quarter of a Fiscal  Year and when
followed  by  reference  to a year,  means the  first,  second,  third or fourth
quarter of such Fiscal Year, as indicated.

     "Fiscal  Year" means the twelve month fiscal  period of the Company and its
Subsidiaries  commencing  on  January  1 of each  calendar  year and  ending  on
December 31 of such calendar year.

     "First Limited Waiver and Amendment"  means that certain Limited Waiver and
Amendment dated as of August 24, 2001 by and among the Company,  the Trustee and
the Holders, as the same may be amended, supplemented or otherwise modified from
time to time.

     "GAAP" means generally accepted accounting  principles in the United States
of America  as in effect as of the date  hereof  and as such  principles  may be
amended from time to time, including, without limitation, 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 may be  approved  by a  significant  segment of the  accounting
profession  of the  United  States,  which  are  applicable  as of the  date  of
determination.

     "GarMark" means GarMark Partners, L.P.

     "Global  Security"  means  a  Security  evidencing  all  or a  part  of the
Securities to be issued as Book-Entry  Securities,  issued to the  Depository in
accordance  with Section 2.02 and bearing the legend  prescribed in Exhibit B to
this Indenture.

                                       9
<PAGE>

     "Guarantor"   means  each  Domestic   Subsidiary  of  the  Company  now  or
hereinafter existing which has executed the Guaranty Agreement.

     "Guaranty  Agreement" means the Guaranty  Agreement,  dated as of March 19,
1998, by and among each of the Company's Domestic  Subsidiaries and the Trustee,
for the benefit of the  Holders,  substantially  in the form on Exhibit F to the
Securities Purchase Agreement, as amended, modified or supplemented from time to
time in accordance with the terms thereof, together with any exhibits, schedules
or attachments thereto.

     "Hedging  Obligations"  means any and all obligations of the Company or any
of its Subsidiaries, whether absolute or contingent and howsoever and whensoever
created, arising, evidenced or acquired (including all renewals,  extensions and
modifications  thereof  and  substitutions  therefor),  under  (i)  any  and all
agreements,  devices  or  arrangements  designed  to protect at least one of the
parties  thereto  from  the  fluctuations  of  interest  rates,  exchange  rates
(including  without  limitation  commodity  exchange  rates)  or  forward  rates
applicable  to  such  party's  assets,  liabilities  or  exchange  transactions,
including,  but  not  limited  to,  U.S.  dollar-denominated  or  cross-currency
interest  rate  exchange  agreements,   forward  currency  exchange  agreements,
commodity   exchange   agreements,   interest  rate  cap  or  collar  protection
agreements,  forward rate currency or interest rate options,  puts, warrants and
those  commonly known as interest rate "swap"  agreements;  and (ii) any and all
cancellations,  buybacks,  reversals,  terminations or assignments of any of the
foregoing.

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

     "IAI Global  Security"  means a permanent  global  security in a registered
form  representing  the  aggregate   principal  amount  of  Securities  sold  to
Institutional Accredited Investors.

     "Indebtedness" means, with respect to any person, without duplication,  (i)
any  liability,  contingent or otherwise,  of such Person (a) for borrowed money
(whether or not the  recourse  of the lender is to the whole of the  Property of
such  Person or only to a  portion  thereof),  (b)  evidenced  by bonds,  notes,
debentures  or similar  instruments  or  representing  the balance  deferred and
unpaid of any part of the purchase price of Property or other assets  (including
Investments)  or for the cost of  Property  or other  assets  constructed  or of
improvements  thereto  (including any obligation under or in connection with any
letter of credit related thereto), (c) under or in connection with any letter of
credit   issued  for  the  account  of  such  Person,   and  all  drafts  drawn,
reimbursement  obligations  or demands  for payment  thereunder,  or (d) for the
payment  of  money  relating  to any  Capitalized  Lease  Obligations;  (ii) any
liability of others of the kind described in the preceding  clause (i) which the
Person has  guaranteed  or which is  otherwise  its legal  liability;  (iii) any
liability,  contingent or otherwise,  secured by any Lien in respect of Property
of such Person,  whether or not the obligations  secured thereby shall have been
assumed by or shall otherwise be such Person's legal liability,  provided, that,
solely in the case of any  Indebtedness  of the type  described  in this  clause
(iii), recourse for the payment of which is limited to such Property, the amount
of such  Indebtedness  shall be deemed to be the lesser of the fair market value
of such Property or the amount of the  obligation  so secured;  and (iv) any and
all   deferrals,   renewals,   extensions  and  refundings  of,  or  amendments,

                                       10
<PAGE>

modifications  or supplements  to, any liability of the kind described in any of
the preceding  clauses (i), (ii) and (iii).  The amount of  Indebtedness  of any
Person  at any  date  shall  be the  outstanding  balance  at  such  date of all
unconditional  obligations as described above and the maximum  liability of such
Person in respect of any such contingent obligations at such date.

     "Indebtedness for Money Borrowed" means with respect to any Person, without
duplication,  all  indebtedness  in respect of money  borrowed  of such  Person,
including without  limitation all Capital Leases and the deferred purchase price
of any property or asset,  evidenced by a promissory  note,  bond,  debenture or
similar  written  obligations  for the payment of money  (including  conditional
sales or similar title retention agreements), other than trade payables incurred
in the ordinary course of business.

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

     "Independent  Director" means any director that (i) is not and has not been
an officer or employee of the  Company or any of its  Affiliates,  (ii) does not
have any  relationship  that,  in the opinion of the Board of  Directors  of the
Company  (exclusive of any such  Independent  Director),  would  interfere  with
his/her exercise of independent judgment in carrying out the responsibilities of
director  and (iii)  with  respect  to any  transaction  or  series  of  related
transactions,  does not have any material direct or indirect  financial interest
in or with respect to such transaction or series of related transactions.

     "Initial  Holder" means the Holders on the Issue Date and their  respective
Affiliates.

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

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

     "Internal Revenue Code" means the Internal Revenue Code of 1986, as amended
to the date hereof and from time to time hereafter.

     "Investment"  means,  with  respect to any  Person,  any direct or indirect
advance, loan or other extension of credit to (including any guarantee of a loan
or other  extension of credit) or investment  in,  capital  contribution  to (by
means of any  transfer  of cash or other  Property  to others or any payment for
Property  for the  account  or use of others  or  otherwise  including,  without
limitation,  amounts  paid in  advance  on  account  of the  purchase  price  of
merchandise  or  equipment  to be  delivered  within  one  year  of the  date of
advance),  or purchase  of Capital  Stock,  bonds,  notes,  debentures  or other
securities issued by, any other Person.

     "Issue Date" means the date of first issuance of the Securities  under this
Indenture.

     "Legal Holiday"  means,  with respect to a particular  place of payment,  a
Saturday,  a Sunday or a day on which banking institutions in New York, New York

                                       11
<PAGE>

or at such place of payment are authorized or obligated by law,  executive order
or governmental decree to be closed.

     "Lien"  means  any  mortgage,  lien,  pledge,  charge,  security  interest,
encumbrance, claim, hypothecation,  assignment for security, deposit arrangement
or  preference  or other  security  agreement of any kind or nature  whatsoever,
whether or not filed,  recorded or  otherwise  perfected  under  applicable  law
(including any conditional sale or other title retention agreement and any lease
deemed to constitute a security  interest).  For purposes hereof, a Person shall
be deemed to own subject to a Lien any  Property  which it has acquired or holds
subject  to the  interest  of a vendor or  lessor  under  any  conditional  sale
agreement, capital lease or other title retention agreement.

     "Material  Subsidiary" means, with respect to any person, any Subsidiary of
such person which would be a "significant  subsidiary"  pursuant to Article 1-02
of Regulation S-X.

     "Maturity Date" means March 19, 2006.

     "Mezzanine Preferred Stock" means the Series G Preferred Stock or any other
shares of  Preferred  Stock  into or for which the Series G  Preferred  Stock is
exchanged.

     "Mezzanine  Warrants" means the warrants issued to the Holders  pursuant to
the First Limited Waiver and Amendment and/or the Second Limited Waiver.

     "Minimum  Required  Holders"  means the Initial  Holders of at least thirty
percent  (30%) in  aggregate  principal  amount of the  outstanding  Securities;
provided that in the event that each Initial Holder,  other than GarMark,  shall
own less than 100% in the  aggregate  principal  of the  outstanding  Securities
owned by such  Initial  Holder on the Issue Date,  then such term shall mean the
Holder  or  Holders  of at least  thirty-five  percent  (35%)  of the  aggregate
principal amount of the outstanding Securities.

     "Moore"  means  Remington  Investment  Strategies,  L.P.  and Moore  Global
Investments, Ltd. or any of their Affiliates.

     "Multiemployer Plan" means a plan described in Section 3(37) of ERISA.

     "Net Cash  Proceeds"  means,  with  respect to any Asset Sale the  proceeds
thereof in the form of cash or Cash Equivalents,  including  payments in respect
of  deferred  payment  obligations  when  received  in the  form of cash or Cash
Equivalents  net of (i)  brokerage  commissions  and other  reasonable  fees and
expenses (including fees and expenses of counsel and investment bankers) related
to such Asset Sale;  (ii)  provisions for all taxes payable within one year as a
result of such Asset Sale; (iii) payments made to retire Indebtedness secured by
the assets  subject to such Asset Sale to the extent  required  pursuant  to the
terms of such  Indebtedness;  (iv)  appropriate  amounts to be  provided  by the
Company or any of its Subsidiaries,  as the case may be, as a reserve,  required
in accordance with GAAP against any liabilities  associated with such Asset Sale
and  retained  by the  Company or any of its  Subsidiaries,  as the case may be,
after  such  Asset  Sale,  including,  without  limitation,  pension  and  other
post-employment  benefit  liabilities,   liabilities  related  to  environmental

                                       12
<PAGE>

matters and liabilities under any  indemnification  obligations  associated with
such Asset Sale, provided,  however, that the amount of any such reserve at such
time that such  amount is no longer  required  to be  provided  as a reserve  in
accordance  with GAAP and is not applied to the liability for which such reserve
was established  shall be deemed Net Cash Proceeds;  and (v) any amount required
to be paid to any Person  owning a  beneficial  interest in the  Property  sold,
conveyed,   transferred,   leased  or   otherwise   disposed  of  in  an  amount
proportionate to such beneficial interest.

     "Net  Equity  Proceeds"  means,  with  respect  to an Asset  Sale,  the Net
Proceeds  therefrom  relating to the sale of Capital Stock by the Company or any
Subsidiary thereof.

     "Net  Proceeds"  means,  with  respect to any Person (a) in the case of any
sale of  Capital  Stock by such  Person or common  equity  contribution  to such
Person,  the  aggregate  net proceeds  received by such Person after  payment of
expenses,  commissions and the like, if any,  incurred in connection  therewith,
(b) in the  case  of the  issuance  of any  Indebtedness  by  such  Person,  the
aggregate  net  proceeds  received by such  Person,  after  payment of expenses,
commissions and the like incurred in connection therewith, or (c) in the case of
any exchange, exercise, conversion or surrender of outstanding securities of any
kind of the Company for or into shares of Capital  Stock of the Company which is
not  Disqualified  Stock,  the net  proceeds  received by the Company  upon such
exchange, exercise,  conversion or surrender (plus, with respect to the issuance
of any such securities  after the Issue Date, the net proceeds  received by such
Person upon the issuance of such securities),  less any and all payments made to
the holders,  e.g.,  on account of  fractional  shares,  and less all  expenses,
commissions and the like incurred by the Company in connection therewith.

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

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

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

     "Officers'  Certificate"  means,  with respect to any Person, a certificate
signed by two Officers (one of whom shall be the Chief Financial  Officer) or by
an Officer and either an Assistant  Treasurer or an Assistant  Secretary of such
Person and  otherwise  complying  with the  requirements  of Sections  11.04 and
11.05.

     "Opinion  of Counsel"  means a written  opinion  from legal  counsel who is
acceptable to the Trustee  complying with the requirements of Sections 11.04 and
11.05.  Unless  otherwise  required  by the TIA,  the  legal  counsel  may be an
employee of or counsel to the Company.

     "Paying Agent" has the meaning provided in Section 2.03.

                                       13
<PAGE>

     "Permitted  Acquisition"  means each Acquisition  effected with the consent
and approval of the Board of Directors  of the Person being  acquired,  and with
the duly obtained  approval of such  shareholders  or other holders of equity or
other  ownership  interest as such Person may be required to obtain,  so long as
the prior written consent of the Required Holders has been obtained.

     "Permitted  Holders"  means the initial  purchasers of the  Securities  and
their respective Affiliates.

     "Permitted   Investments"  means  (i)  obligations  of  the  United  States
government  due  within one year;  (ii)  certificates  of deposit or  Eurodollar
deposits  due within one year with a financial  institution  that is a member of
the Federal  Reserve  System having  combined  capital and surplus and undivided
profits of at least  $500,000,000 or more; (iii) commercial paper rated at least
A-1 by  Standard  & Poor's  Corporation  or at least  P-1 by  Moody's  Investors
Service,  Inc.;  (iv) debt of any state or political  subdivision  that is rated
among the two highest rating categories obtainable from either Standard & Poor's
Corporation or Moody's Investors  Service,  Inc. and is due within one year; (v)
repurchase  agreements and reverse repurchase  agreements relating to marketable
direct  obligations  issued or  unconditionally  guaranteed by the United States
Government  or issued by any  agency  thereof  and  backed by the full faith and
credit of the United States, in each case maturing within one year from the date
of acquisition; provided, however, that the terms of such agreements comply with
the  guidelines  set forth in the Federal  Financial  Agreements  of  Depository
Institutions  with Securities  Dealers and Others, as adopted by the Comptroller
of the  Currency;  and  (vi)  Investments  represented  by  Hedging  Obligations
permitted to be made pursuant to Section 4.25.

     "Permitted  Liens" means,  with respect to any Person,  any Lien arising by
reason of (a) any judgment,  decree or order of any court,  so long as such Lien
is being contested in good faith and is adequately  bonded,  and any appropriate
legal  proceedings  which may have been duly  initiated  for the  review of such
judgment,  decree or order shall not have been finally  terminated or the period
within which such proceedings may be initiated shall not have expired; (b) Liens
arising by  operation  of law for taxes,  assessments,  governmental  charges or
claims  not yet  delinquent  or  which  are  being  contested  in good  faith by
appropriate  proceedings  promptly instituted and diligently  conducted and if a
reserve  or  other  appropriate  provision,  if any,  as shall  be  required  in
conformity  with GAAP shall have been made  therefore and  enforcement is stayed
and which Liens are not yet enforceable  against other  creditors;  (c) security
for payment of  workers'  compensation  or other  insurance  or social  security
legislation;  (d) security for the performance of tenders, contracts (other than
contracts for the payment of money) or leases  (including any Capitalized  Lease
Obligations,  provided that such Capitalized  Lease Obligations are permitted to
be  incurred  pursuant  to the terms of Section  4.11  hereof)  incurred  in the
ordinary  course  of  business;  (e)  deposits  to secure  public  or  statutory
obligations,  or in lieu of surety, performance or appeal bonds, entered into in
the ordinary course of business;  (f) Liens arising by operation of law in favor
of  carriers,  warehousemen,   landlords,  mechanics,   materialmen,   laborers,
employees or  suppliers,  incurred in the  ordinary  course of business for sums
which  are  not  yet  delinquent  or  are  being  contested  in  good  faith  by
negotiations or by appropriate  proceedings which suspend the collection thereof

                                       14
<PAGE>

and if a reserve or other appropriate provision, if any, as shall be required in
conformity  with GAAP shall have been made  therefor and which Liens are not yet
enforceable against other creditors;  (g) easements,  rights-of-way,  zoning and
similar  covenants  and  restrictions  and other similar  encumbrances  or title
defects which, in the aggregate, are not substantial in amount, and which do not
in any case materially detract from the value of the Property subject thereto or
materially interfere with the ordinary conduct of the business of the Company or
any of its Subsidiaries; (h) Liens arising in the ordinary course of business in
favor of custom and revenue  authorities to secure payment of custom duties; (i)
Liens existing as of the Effective Date; and (j) Liens securing the Indebtedness
of the Company and its Subsidiaries pursuant to Section 4.11(b) hereof.

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

     "Physical Securities" has the meaning set forth in Section 2.02.

     "Plan" means an employment  benefit plan within the meaning of Section 3(3)
of ERISA.

     "Preferred  Stock" means,  with respect to any Person,  any and all shares,
interests,  participations  or other  equivalents  (however  designated) of such
Person's preferred or preference stock,  whether now outstanding or issued after
the Effective Date, and including, without limitation, all classes and series of
preferred or preference stock of such Person.

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

     "Private  Placement  Legend"  means the legend  initially  set forth on the
Securities as set forth in Exhibit A.

     "Property" or "property" means any assets or property of any kind or nature
whatsoever,  real, personal or mixed (including  fixtures),  whether tangible or
intangible.

     "Qualified  Institutional  Buyer" or "QIB" shall have the meaning specified
in Rule 144A under the Securities Act.

      "Record Date" means the Record Dates specified in the Securities; provided
that if any such date is a Legal Holiday, the Record Date shall be the first day
immediately preceding such specified day that is not a Legal Holiday.

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

     "Redemption  Price" when used with  respect to any Security to be redeemed,
means the price fixed for such  redemption  pursuant to this  Indenture  and the
Securities; provided that the Redemption Price prior to the first anniversary of
the Issue Date is 105% of the Principal of the Securities to be redeemed.

     "Registrar" has the meaning provided in Section 2.03.

                                       15
<PAGE>

     "Registration  Rights Agreement" means the Registration Rights Agreement by
and among the Company and the  investors  named  therein,  dated as of March 19,
1998, as the same may be amended,  supplemented or otherwise  modified from time
to time in accordance with the terms thereof.

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

     "Regulation  S  Global  Security"  means a  permanent  global  security  in
registered form  representing the aggregate  principal amount of Securities sold
in reliance on Regulation S.

     "Representative"  means the trustee,  agent or representative in respect of
any Senior Indebtedness and shall mean NationsBank, National Association in such
capacity,  until such time as it is no longer the representative pursuant to the
terms of the Credit Agreement;  provided,  however, that if, and for so long as,
any Senior Indebtedness lacks such a representative, then the Representative for
such Senior Indebtedness shall at all times constitute the holders of a majority
in outstanding  principal  amount of such Senior  Indebtedness in respect of any
Senior Indebtedness.

     "Required  Holders"  means (i) the  Initial  Holders  holding  at least (A)
seventy  percent  (70%) of the  aggregate  principal  amount of the  outstanding
Securities  or  (B)  two  thirds  of  the  aggregate  principal  amount  of  the
outstanding  Securities on or after the date upon which Moore owns less than one
hundred  percent (100%) of the  Securities  acquired by it on the Issue Date, or
(ii) in the event that each of the Initial  Holders,  other than GarMark,  shall
own less than  fifty  percent  (50%) of the  aggregate  principal  amount of the
outstanding Securities owned by such Initial Holder on the Issue Date, then such
term shall mean the  Holders of at least a majority of the  aggregate  principal
amount of outstanding Securities.

     "Restricted  Payment"  means any of the following:  (i) the  declaration or
payment  of any  dividend  or any other  distribution  on  Capital  Stock of the
Company or any of its Subsidiaries or any payment made to the direct or indirect
holders (in their  capacities as such) of Capital Stock of the Company or any of
its Subsidiaries  (other than (x) dividends or  distributions  payable solely in
Capital Stock (other than  Disqualified  Stock),  in options,  warrants or other
rights to  purchase  Capital  Stock  (other  than  Disqualified  Stock) or as an
accretion  to  the   liquidation   preference   of  Capital  Stock  (other  than
Disqualified  Stock), (y) in the case of Subsidiaries of the Company,  dividends
or distributions  payable to the Company or to a Wholly-Owned  Subsidiary of the
Company),  (ii) the purchase,  redemption or other acquisition or retirement for
value of any Capital Stock of the Company or any of its Subsidiaries,  (iii) the
making of any  principal  payment on, or the purchase,  defeasance,  repurchase,
redemption or other acquisition or retirement for value,  prior to any scheduled
maturity,  scheduled  repayment  or  scheduled  sinking  fund  payment,  of  any
Indebtedness  of the Company  which is  subordinated  in right of payment to the
Securities  (other than  Indebtedness of the Company acquired in anticipation of
satisfying a sinking fund obligation,  principal  installment or final maturity,
in each  case due  within  one year of the  date of  acquisition),  and (iv) the
making of any Investment other than pursuant to clause (i), (ii), (iv) or (v) of
Section 4.15 hereof.

     "Restricted Security" has the meaning set forth in Rule l44(a)(3) under the
Securities Act.

                                       16
<PAGE>

     "Restructuring  Costs" means any reasonable,  out-of-pocket costs, fees and
expenses incurred in connection with the preparation,  execution and delivery of
this Amended and Restated Indenture,  the Second Limited Waiver or the amendment
and restatement of the Credit Agreement entered into on or about the date hereof
and  any  other  agreement   contemplated  hereby  or  thereby  to  be  executed
substantially concurrently with this Amended and Restated Indenture,  including,
but only to the extent  not set forth in the  Budget  (as  defined in the Credit
Agreement  as in effect on the date  hereof)  delivered  prior to the  Effective
Date,  any costs,  fees and expenses  relating to management  and other employee
retention agreements.

     "Sale/Leaseback  Transaction" means any direct or indirect arrangement with
any person  providing for the leasing to the Company or any of its  Subsidiaries
of any real or tangible  personal  property  (except for leases between or among
the Company and any of its Subsidiaries), which property or similar property has
been or is to be sold or transferred  by the Company or such  Subsidiary to such
person in contemplation of such leasing.

     "SEC" means the Securities and Exchange Commission.

     "Second  Limited  Waiver" means that certain Second Limited Waiver dated as
of the date hereof,  by and among the Company,  the Trustee and the Holders,  as
the same may be amended, supplemented or otherwise modified from time to time.

     "Securities" means, the Company's Increasing Rate Senior Subordinated Notes
due 2006, as amended or  supplemented  from time to time in accordance  with the
terms  hereof,  that are issued  pursuant  to the terms and  conditions  of this
Indenture.

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

     "Senior  Debt Other  Default"  has the meaning  provided  in Section  10.02
hereof.

     "Senior Debt Payment  Default"  has the meaning  provided in Section  10.02
hereof.

     "Senior  Indebtedness" means all Indebtedness and other amounts owing under
the Credit  Agreement or any  refinancing,  refunding,  replacement or extension
thereof.

     "Series F Preferred Stock" means the Series F Convertible  Preferred Stock,
par value $.0001, of the Company, that was issued on the Issue Date and later in
exchange for an equal number of shares of Series G Preferred Stock.

     "Series G Preferred Stock" means the Series G Convertible  Preferred Stock,
par value $.0001, of the Company.

     "Securities  Purchase Agreement" means the Securities Purchase Agreement by
and among the Company and the  investors  named  therein,  dated as of March 19,
1998, as the same may be amended,  supplemented or otherwise  modified from time
to time in accordance with the terms thereof.

                                       17
<PAGE>

     "Subsidiary"  means with respect to any Person (i) a corporation a majority
of whose Capital Stock with voting power, under ordinary circumstances, to elect
directors is at the time,  directly or indirectly,  owned by such Person, by one
or  more  Subsidiaries  of  such  Person  or by  such  Person  and  one or  more
Subsidiaries  of such Person or (ii) any other Person (other than a corporation)
in which such Person, one or more Subsidiaries of such Person or such Person and
one or more subsidiaries of such Person, directly or indirectly, individually or
with another Person,  at the date of determination  thereof,  has (a) at least a
majority  ownership interest or (b) the power to elect or direct the election of
a majority of the directors or other governing body of such Person.

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

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

     "Trust Officer" means any officer of the Trustee assigned by the Trustee to
administer its corporate trust matters.

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

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

     "Voting  Power" means with respect to any Person,  the power under ordinary
circumstances,  pursuant to the  ownership  of shares of any class or classes of
Capital Stock, to elect at least a majority of the board of directors,  managers
or trustees of such Person  (irrespective  of whether or not, at the time, stock
of any other class or classes shall have, or might have,  voting power by reason
of the happening of any contingency).

     "Warrants"  means the Series E Warrants  issued by the Company  pursuant to
that certain Warrant  Purchase  Agreement dated as of May 31, 1996, as hereafter
amended.

     "Wholly-Owned  Subsidiary"  means with respect to any Person any Subsidiary
of such person, 100% of the Capital Stock of which (other than shares of Capital
Stock  representing any director's  qualifying  shares or investments by foreign
nationals mandated by applicable law) is owned by such Person, by a Wholly-Owned
Subsidiary  of such  Person  or by  such  Person  and  one or more  Wholly-Owned
Subsidiaries of such Person.

     SECTION 1.02. Incorporation by Reference of TIA.

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

     "Commission" means the SEC.

                                       18
<PAGE>

     "indenture securities" means the Securities.

     "indenture security holder" means a Holder or a Security holder.

     "indenture to be qualified" means this Indenture.

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

     "obligor"  on the  indenture  securities  means  the  Company  or any other
obligor on the Securities.

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

     SECTION 1.03. Rules of Construction.

          (a) Unless the context otherwise requires:

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

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

               (iii) "or" is not exclusive;

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

               (v) provisions apply to successive events and transactions;

               (vi) the words "include" and "including"  shall be deemed to mean
          "include, without limitation," and "including, without limitation";

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

               (viii)  references  to Sections or Articles  means  references to
          such Section or Article in this  Indenture,  unless stated  otherwise;
          and

               (ix)  references to sections of or rules under the Securities Act
          shall be  deemed  to  include  substitute,  replacement  or  successor
          sections or rules adopted by the SEC from time to time.

                                       19
<PAGE>

                                  ARTICLE II.

                                 THE SECURITIES

     SECTION 2.01.     Form and Dating.

     The Securities and the Trustee's certificate of authentication with respect
thereto shall be substantially in the form of Exhibit A hereto,  which is hereby
incorporated in and expressly made a part of this Indenture.  The Securities may
have notations,  legends or endorsements  required by law, stock exchange rules,
usage or agreement to which the Company is subject, including without limitation
the legends  set forth in  Exhibits A and B hereto.  The Company and the Trustee
shall approve the form of the Securities and any notation, legend or endorsement
on them. Each Security shall be dated the date of its authentication, shall bear
interest from the Issue Date and shall be payable on the Interest  Payment Dates
and the Maturity Date.

     The terms and provisions contained in the Securities shall constitute,  and
are  hereby  expressly  made,  a part  of  this  Indenture  and,  to the  extent
applicable, the Company and the Trustee, by their execution and delivery of this
Indenture, expressly agree to such terms and provisions and to be bound thereby.

     SECTION 2.02. Execution and Authentication.

     One  Officer  shall  sign  (who  shall  have been  duly  authorized  by all
requisite  corporate  actions)  the  Securities  for the  Company  by  manual or
facsimile  signature.  If an Officer  whose  signature  is on a Security  was an
Officer at the time of such  execution  but no longer  holds that  office at the
time the Trustee authenticates the Security,  the Security shall nevertheless be
valid.  A  Security  shall not be valid  until an  authorized  signatory  of the
Trustee manually signs the certificate of  authentication  on the Security.  The
signature shall be conclusive  evidence that the Security has been authenticated
under this Indenture.

     The Trustee  shall  authenticate  Securities  for  original  issue up to an
aggregate  principal amount of Ten Million dollars  ($10,000,000) upon a written
order of the Company in the form of an Officers'  Certificate to a Trust Officer
directing the Trustee to  authenticate  the Securities  and certifying  that all
conditions  precedent to the issuance of the  Securities  contained  herein have
been  complied  with.  Upon the  written  order of the Company in the form of an
Officers' Certificate, the Trustee shall authenticate Securities in substitution
of  Securities  issued  on the  Issue  Date to  reflect  any name  change of the
Company.  The aggregate  principal amount of Securities  outstanding at any time
may not exceed Ten Million dollars  ($10,000,000)  except as provided in Section
2.07 hereof.

     The Principal and interest on Book-Entry Securities shall be payable to the
Depository or its nominee,  as the case may be, as the sole registered owner and
the sole holder of the Book-Entry Securities  represented thereby. The Principal
of and interest on Securities in certificated form ("Physical Securities") shall
be payable at the office of the Paying Agent.

     The Trustee may appoint an  authenticating  agent reasonably  acceptable to
the  Company  to  authenticate  Securities.  Unless  otherwise  provided  in the
appointment,  an authenticating  agent may authenticate  Securities whenever the

                                       20
<PAGE>

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 the Company and Affiliates of the Company.

     The Securities shall be issuable only in registered form without coupons in
denominations of $100,000 and any integral multiple of $1,000 in excess thereof.

     If the  Securities  are to be  issued  in the  form of one or  more  Global
Securities,  then the Company shall  execute and the Trustee shall  authenticate
and deliver one or more Global  Securities that (i) shall represent and shall be
in minimum  denominations of $1,000, (ii) shall be registered in the name of the
Depository  for such  Global  Security  or  Securities  or the  nominee  of such
Depository,  (iii)  shall be  delivered  to the  Trustee as  custodian  for such
Depository or pursuant to such  Depository's  instructions,  and (iv) shall bear
the legend set forth in Exhibit B.

     SECTION 2.03. Registrar and Paying Agent.

     The Company shall maintain an office or agency in the Borough of Manhattan,
The City of New York,  where (a) Securities may be presented or surrendered  for
registration of transfer or for exchange (the  "Registrar"),  (b) Securities may
be presented or surrendered  for payment (the "Paying  Agent"),  and (c) notices
and  demands  to or upon the  Company  in  respect  of the  Securities  and this
Indenture may be served. The Company may also from time to time designate one or
more  other  offices  or  agencies  where the  Securities  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,  The City of New York, for such  purposes.  Neither
the Company nor any  Affiliate  of the Company  shall act as Paying  Agent.  The
Registrar  shall keep a register of the  Securities  and of their  transfer  and
exchange.  The  Company,  upon  notice to the  Trustee,  may appoint one or more
co-Registrars and one or more additional paying agents reasonably  acceptable to
the Trustee.  The term "Paying Agent" includes any additional  paying agent. The
Company initially appoints the Trustee as Registrar,  Paying Agent and agent for
service  of  notices  or demands  in  connection  with the  Securities  and this
Indenture  until such time as the Trustee has  resigned or a successor  has been
appointed. Securities, notices and demands may be delivered to the Trustee at 61
Broadway,   15th  Floor,  New  York,  New  York  10006,  Attn:  Corporate  Trust
Department.

     The Company shall enter into an appropriate agency agreement with any Agent
not a party to this Indenture,  which agreement shall incorporate the provisions
of the TIA. The agreement  shall implement the provisions of this Indenture that
relate to such Agent.  The Company shall promptly notify the Trustee of the name
and address of any such Agent.  If the Company  fails to maintain a Registrar or
Paying Agent, the Trustee shall act as such and shall be entitled to appropriate
compensation in accordance with Section 7.07 hereof.

     SECTION 2.04. Paying Agent To Hold Assets in Trust.

     The Company shall require each Paying Agent other than the Trustee to agree
in writing  that each  Paying  Agent  shall hold in trust for the benefit of the
Holders or the Trustee  all assets  held by the Paying  Agent for the payment of
Principal  of, or interest  on, the  Securities  (whether  such assets have been

                                       21
<PAGE>

distributed  to it by the Company or any other obligor on the  Securities),  and
shall notify the Trustee of any Default by the Company (or any other  obligor on
the  Securities) in making any such payment.  The Trustee may at any time during
the  continuance of any Default by the Company in making any such payment,  upon
written  request to a Paying Agent,  require such Paying Agent to distribute all
assets held by it to the Trustee and to account for any assets distributed.  The
Company at any time may require a Paying Agent to distribute  all assets held by
it to the Trustee and account for any assets disbursed. Upon distribution to the
Trustee of all  assets  that shall  have been  delivered  by the  Company to the
Paying Agent, the Paying Agent shall have no further liability for such assets.

     SECTION 2.05. Securityholder Lists.

     The  Trustee  shall  preserve  in  as  current  a  form  as  is  reasonably
practicable  the most recent list  available to it of the names and addresses of
the Holders and shall otherwise comply with TIA ss.312(a). If the Trustee is not
the  Registrar,  the Company  shall  furnish to the Trustee five (5) days before
each Record Date and at such other times as the Trustee may request in writing a
list as of such date and in such form as the Trustee may  reasonably  require of
the names and addresses of the Holders,  which list may be  conclusively  relied
upon by the Trustee, and the Company shall otherwise comply with TIA ss.312(a).

     SECTION 2.06. Transfer and Exchange.

     When  Securities in  certificated  form are presented to the Registrar or a
co-Registrar  with a request from the Holder thereof to register the transfer of
such Securities or to exchange such Securities for an equal principal  amount of
Securities of other authorized denominations,  the Registrar or co-Registrar, as
the case may be,  shall  register the transfer or make the exchange as requested
if its requirements for such transaction are met;  provided,  however,  that the
Securities  surrendered  for  registration of transfer or exchange shall be duly
endorsed or accompanied by a written instrument of transfer in form satisfactory
to the  Company and the  Registrar,  or  co-Registrar,  as the case may be, duly
executed by the Holder  thereof or such  Holder's  attorney  duly  authorized in
writing. To permit  registrations of transfers and exchanges,  the Company shall
execute by manual or  facsimile  signature  and  issue,  and the  Trustee  shall
authenticate  new  Securities  evidencing  such  transfer  or  exchange  at  the
Registrar's  or  co-Registrar's  request,  as the case may be. No service charge
shall be made for any registration of transfer or exchange,  but the Company may
require  payment  of a sum  sufficient  to cover  any  transfer  tax or  similar
governmental  charge  payable  in  connection  therewith  (other  than  any such
transfer  taxes  or  similar  governmental  charge  payable  upon  exchanges  or
transfers  pursuant to Section 2.02,  2.07, 2.10, 3.06, 4.17, 4.18 or 9.05). The
Registrar or  co-Registrar  shall not be required to register the transfer of or
exchange  of any  Security  (i)  during a period  beginning  at the  opening  of
business  fifteen  (15) days  before the  mailing of a notice of  redemption  of
Securities  and ending at the close of business  on the day of such  mailing and
(ii) selected for redemption in whole or in part pursuant to Article III, except
the unredeemed portion of any Security being redeemed in part.

     Notwithstanding any other provision of this Section 2.06, a Global Security
representing Book-Entry Securities may not be transferred in whole except by the
Depository to a nominee of the  Depository or by a nominee of the  Depository to

                                       22
<PAGE>

the Depository or another  nominee of the Depository or by the Depository or any
such  nominee  to  a  successor  depository  or  a  nominee  of  such  successor
depository.

     Notwithstanding  the foregoing,  no Global Security shall be registered for
transfer or exchange,  or authenticated and delivered,  whether pursuant to this
Section 2.06,  Section 2.07, 2.10 or 3.06 or otherwise,  in the name of a person
other than the Depository for such Global  Security or its nominee until (i) the
Depository  notifies  the Company  that it is unwilling or unable to continue as
Depository for such Global  Security or if at any time the Depository  ceases to
be a  clearing  agency  registered  under  the  Exchange  Act,  and a  successor
depository  is not appointed by the Company  within  thirty (30) days,  (ii) the
Company  executes  and  delivers  to the  Trustee a Company  Order that all such
Global  Securities  shall be exchangeable or (iii) there shall have occurred and
be continuing an Event of Default.

     Except as provided  above,  any Security  authenticated  and delivered upon
registration  of  transfer  or, or in  exchange  for,  or in lieu of, any Global
Security,  whether pursuant to this Section 2.06,  Section 2.07, 2.10 or 3.06 or
otherwise,  shall also be a Global  Security  and bear the legend  specified  in
Exhibit B.

     SECTION 2.07. Replacement Securities.

     If a mutilated  Security is  surrendered to the Trustee or the Registrar or
if the Company and the Trustee  receive  evidence to their  satisfaction  of the
destruction,  loss or theft of any  Security,  the  Company  shall issue and the
Trustee,  upon receipt of a Company  Order,  shall  authenticate  a  replacement
Security if the  Trustee's  requirements  are met. If required by the Trustee or
the  Company,  such Holder must provide an  indemnity  bond or other  indemnity,
sufficient  in the judgment of both the Company and the Trustee,  to protect the
Company,  the Trustee or any Agent from any loss which any of them may suffer if
a Security is  replaced.  The Company and the Trustee may charge such Holder for
their  respective  reasonable,  out-of-pocket  expenses in replacing a Security,
including  reasonable fees and expenses of counsel.  Every replacement  Security
shall  constitute an additional  obligation of the Company and shall be entitled
to all benefits of this  Indenture  equally and  proportionately  with all other
Securities duly issued hereunder.

     SECTION 2.08. Outstanding Securities.

     Securities  outstanding at any time are all the  Securities  that have been
authenticated  by the Trustee except those canceled by it, those delivered to it
for cancellation and those described in this Section as not outstanding.  Except
as set forth in  Section  2.09,  a  Security  does not  cease to be  outstanding
because the Company or any of its Affiliates holds the Security.

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

                                       23
<PAGE>

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

     If on a Redemption  Date or the  Maturity  Date the Paying Agent holds U.S.
Legal  Tender  sufficient  to pay all of the  Principal  and interest due on the
Securities payable on that date and is not prohibited from paying such Principal
and interest due on such date, then on and after such date such Securities cease
to be outstanding and interest on them ceases to accrue.

     SECTION 2.09. Treasury Securities.

     In  determining  whether the Holders of the  required  principal  amount of
Securities  have  concurred  in any  declaration  of  acceleration  or notice of
default or direction, waiver or consent or any amendment,  modification or other
change to this Indenture, the Securities owned by the Company or an Affiliate of
the Company shall be  disregarded  as though they were not  outstanding,  except
that, for the purposes of determining  whether the Trustee shall be protected in
relying on any such  direction,  waiver or  consent,  only  Securities  that the
Trustee knows are so owned shall be disregarded.

     SECTION 2.10. Temporary Securities.

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

     SECTION 2.11. Cancellation.

     The  Company  at  any  time  may  deliver  Securities  to the  Trustee  for
cancellation.  The  Registrar  and the Paying Agent shall forward to the Trustee
any Securities  surrendered to them for  registration  of transfer,  exchange or
payment.  The Trustee, or at the direction of the Trustee,  the Registrar or the
Paying Agent (other than the Company or a  Subsidiary),  and no one else,  shall
cancel  and,  pursuant  to a Company  Order,  shall  dispose  of all  Securities
surrendered for  registration  of transfer,  exchange,  payment,  replacement or
cancellation  and  certification  of their  destruction  (subject  to the record
retention  requirements  of the Exchange  Act) shall be delivered to the Company
unless, by a Company order, the Company shall direct that canceled Securities be
returned  to it.  Subject  to  Section  2.07,  the  Company  may not  issue  new
Securities  to replace  Securities  that it has paid or delivered to the Trustee
for  cancellation.  If the Company  shall  acquire any of the  Securities,  such
acquisition   shall  not  operate  as  a  redemption  or   satisfaction  of  the
Indebtedness  represented  by such  Securities  unless  and  until  the same are
surrendered to the Trustee for cancellation pursuant to this Section 2.11.

                                       24
<PAGE>

     SECTION 2.12. Defaulted Interest.

     If the Company  defaults in a payment of  interest  on the  Securities,  it
shall,  unless the Trustee fixes  another  record date pursuant to Section 6.10,
pay the defaulted interest,  plus (to the extent lawful) any interest payable on
the  defaulted  interest to the persons who are Holders on a subsequent  special
record date,  which date shall be a Business Day at least five (5) Business Days
prior to the payment date,  in each case at the rate provided in the  Securities
and in Section  4.01  hereof.  The  Company  shall fix or cause to be fixed such
special record date and payment date in a manner reasonably  satisfactory to the
Trustee.  At least fifteen (15) days before the subsequent  special record date,
the Company shall mail or cause to be mailed to each Holder,  with a copy to the
Trustee,  a notice that states the  subsequent  special record date, the payment
date  and the  amount  of  defaulted  interest,  and  interest  payable  on such
defaulted  interest,  if any, to be paid.  The  Company  may also pay  defaulted
interest in any other lawful manner.

     SECTION 2.13. Deposit of Monies.

     On or before  10:00 a.m. on each  Interest  Payment  Date and the  Maturity
Date,  as the case may be, the Company  shall  deposit or cause to be  deposited
with the Paying  Agent,  in  immediately  available  funds,  U.S.  Legal  Tender
sufficient to make cash payments,  if any, due on such Interest  Payment Date or
the  Maturity  Date,  as the case may be, in a timely  manner  that  permits the
Trustee to remit  payment to the Holders on such  Interest  Payment  Date or the
Maturity Date, as the case may be.

     SECTION 2.14. CUSIP Number.

     The Company in issuing the  Securities  may use one or more CUSIP  numbers,
and if so, the Trustee  shall use the CUSIP  numbers in notices of redemption or
exchange as a  convenience  to Holders;  provided that any such notice may state
that no  representation  is made as to the  correctness or accuracy of the CUSIP
number  printed in the notice or on the  Securities,  and that  reliance  may be
placed only on the other identification numbers printed on the Securities.

     SECTION 2.15. Restrictive Legends.

     Each Global  Security and Physical  Security that  constitutes a Restricted
Security shall bear the Private Placement Legend on the face thereof until after
the second anniversary of the later of the Issue Date and the last date on which
the Company or any  Affiliate of the Company was the owner of such  Security (or
any  predecessor  security) (or such shorter period of time as permitted by Rule
144(k) under the Securities Act or any successor provision  thereunder) (or such
longer period of time as may be required  under the Securities Act or applicable
state  securities  laws  in the  opinion  of  counsel  for the  Company,  unless
otherwise agreed by the Company and the Holder thereof).

     Each Global Security shall also bear the legend as set forth in Exhibit B.

                                       25
<PAGE>

     SECTION 2.16. Book Entry Provisions for Global Security.

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

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

          (c) In  connection  with any  transfer or exchange of a portion of the
     beneficial  interest in a Global Security to beneficial  owners pursuant to
     paragraph  (b) of this Section 2.16,  the  Registrar  shall (if one or more
     Physical  Securities are to be issued) reflect on its books and records the
     date and a decrease in the principal amount of such Global Securities in an
     amount  equal to the  principal  amount of the  beneficial  interest in the
     Global  Security to be  transferred,  and the Company shall execute and the
     Trustee shall authenticate and deliver,  one or more Physical Securities of
     like tenor and amount.

          (d) In connection  with the transfer of an entire  Global  Security to
     beneficial  owners  pursuant to paragraph  (b) of this Section  2.16,  such
     Global  Security  shall be  deemed to be  surrendered  to the  Trustee  for
     cancellation,   and  the  Company  shall  execute  and  the  Trustee  shall
     authenticate  and  deliver,  to each  beneficial  owner  identified  by the
     Depository in exchange for its beneficial  interest in the Global Security,
     an equal  aggregate  principal  amount of Physical  Security of  authorized
     denominations.

          (e) Any Physical Security constituting a Restricted Security delivered
     in exchange for an interest in a Global Security  pursuant to paragraph (c)
     or (d) of  this  Section  2.16  shall,  except  as  otherwise  provided  by
     paragraphs  (a)(i)(x) and (d) of Section 2.17,  bear the Private  Placement
     Legend.

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

                                       26
<PAGE>

          SECTION 2.17. Special Transfer Provisions.

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

               (i) The  Registrar  shall  register  the transfer of any Security
          constituting a Restricted Security, whether or not such Security bears
          the Private Placement  Legend, if (x) the requested  transfer is after
          the second  anniversary  of the Issue Date  (provided,  however,  that
          neither  the  Company  nor any  Affiliate  of the Company has held any
          beneficial interest in such Security,  or portion thereof, at any time
          on or prior to the second anniversary of the Issue Date) or (y) (1) in
          the case of a transfer to an Institutional  Accredited  Investor which
          is not a QIB (excluding Non-U.S. Persons), the proposed transferee has
          delivered to the Registrar a certificate  substantially in the form of
          Exhibit  C  hereto  or (2) in the  case of a  transfer  to a  Non-U.S.
          Person,  the proposed  transferor  has  delivered  to the  Registrar a
          certificate substantially in the form of Exhibit C hereto; and

               (ii)  if the  proposed  transferee  is an  Agent  Member  and the
          Securities  to be  transferred  consist of Physical  Securities  which
          after  transfer  are to be  evidence  by an interest in the IAI Global
          Security or  Regulation  S Global  Security,  as the case may be, upon
          receipt  by  the  Registrar  of  (x)  written  instructions  given  in
          accordance with the  Depository's  and the Registrar's  procedures and
          (y) the  appropriate  certificate,  if any,  required by clause (y) of
          paragraph  (i) above,  the Registrar  shall  register the transfer and
          reflect  on its  books and  records  the date and an  increase  in the
          principal amount of the IAI Global Security to be transferred, and the
          Trustee shall cancel the Physical Securities so transferred; and

               (iii) if the proposed  transferor  is an Agent Member  seeking to
          transfer  an  interest  in a  Global  Security,  upon  receipt  by the
          Registrar  of  (x)  written  instructions  given  in  accordance  with
          Depository's  and the  Registrar's  procedures and (y) the appropriate
          certificate,  if any,  required by clause (y) of paragraph  (i) above,
          the Registrar shall register the transfer and reflect on its books and
          records  the date and (a) a decrease  in the  principal  amount of the
          Global  Security from which such interests are to be transferred in an
          amount  equal  to be the  principal  amount  of the  Securities  to be
          transferred  and (B) an  increase in the  principal  amount of the IAI
          Global Security or the Regulation S Global  Security,  as the case may
          be, in an amount equal to the principal amount of the Securities to be
          transferred.

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

               (i) the Registrar  shall  register the transfer of any Restricted
          Security if such transfer is being made by a proposed  transferor  who
          has checked the box provided for on the form of Security  stating,  or
          has otherwise  advised the Company and the Registrar in writing,  that
          the sale has been made in compliance  with the provisions of Rule 144A
          to a transferee who has signed the  certification  provided for on the
          form of Security stating, or has otherwise advised the Company and the
          Registrar in writing,  that it is purchasing  the Security for its own
          account  or an  account  with  respect  to  which  it  exercises  sole
          investment discretion and that it and any such account is a QIB within
          the  meaning of Rule  144A,  and is aware that the sale to it is being
          made in reliance on Rule 144A and  acknowledges  that it has  received

                                       27
<PAGE>

          such information regarding the Company as it has requested pursuant to
          Rule 144A or has determined not to request such  information  and that
          it is  aware  that  the  transferor  is  relying  upon  its  foregoing
          representations  in order to claim  the  exemption  from  registration
          provided by Rule 144A; and

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

               (iii) if the proposed  transferor  is an Agent Member  seeking to
          transfer an interest in the IAI Global  Security or the  Regulation  S
          Global Security, upon receipt by the Registrar of written instructions
          given  in  accordance  with  the   Depository's  and  the  Registrar's
          procedures,  the Registrar  shall register the transfer and reflect on
          its books and  records  the date and (A) a decrease  in the  principal
          amount of the IAI Global Security or the Regulation S Global Security,
          as the case may be, in an amount equal to the principal  amount of the
          Securities  to be  transferred  and (B) an increase  in the  principal
          amount of the  Global  Security  in an amount  equal to the  principal
          amount of the Securities to be transferred.

          (c)  Restrictions  on  Transfer  and  Exchange  of Global  Securities.
     Notwithstanding  any other provisions of this Indenture,  a Global Security
     may not be  transferred as a whole except by the Depository to a nominee of
     the  Depository or by a nominee of the  Depository to the Depository or any
     such  nominee to a  successor  Depository  or a nominee  of such  successor
     Depository.

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

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

     The Registrar shall retain copies of all letters, notices and other written
communications  received  pursuant to Section  2.16 or this  Section  2.17.  The
Company  shall have the right to inspect  and make  copies of all such  letters,

                                       28
<PAGE>

notices  or other  written  communications  at any  reasonable  time  during the
Registrar's  normal business hours upon the giving of reasonable  written notice
to the Registrar.

          (f) Transfers of Securities  Held by Affiliates.  Any  certificate (i)
     evidencing  a Security  that has been  transferred  to an  Affiliate of the
     Company  within  two (2) years  after the Issue  Date,  as  evidenced  by a
     notation on the Assignment Form for such transfer or in the  representation
     letter  delivered in respect thereof or (ii) evidencing a Security that has
     been  acquired  from  an  Affiliate  (other  than  by  an  Affiliate)  in a
     transaction or a chain of transactions  not involving any public  offering,
     shall,  until two (2) years after the last date on which the Company or any
     Affiliate of the Company was an owner of such Security,  in each case, bear
     the Private Placement Legend,  unless otherwise agreed by the Company (with
     written notice thereof to the Trustee).

                                  ARTICLE III.

                                   REDEMPTION

     SECTION 3.01. Notices to Trustee.

     If the Company elects to redeem  Securities  pursuant to paragraph 5 of the
Securities,  it shall  notify the Trustee and the Paying Agent in writing of the
Redemption Date, the Redemption Price and the principal amount of the Securities
to be redeemed and whether it wants the Trustee to give notice of  redemption to
the Holders (at the Company's  expense) at least  forty-five (45) days (unless a
shorter  notice  shall be  satisfactory  to the Trustee) but not more than sixty
(60) days before the  Redemption  Date,  together with an Officers'  Certificate
stating that such  redemption will comply with the conditions  contained  herein
and in the  Securities.  Any such  notice may be  canceled  at any time prior to
notice of such  redemption  being mailed to any Holder and shall thereby be void
and of no effect.  Notwithstanding  anything  set forth in this Article III, the
Company shall at all times comply with Article X hereof.

     SECTION 3.02. Selection of Securities To Be Redeemed.

     If less than all of the  Securities  are to be redeemed,  the Trustee shall
select the  Securities  to be redeemed  pro rata in  proportion  to the relative
number of  Securities  of each Holder.  The Trustee shall make the selection not
more than  sixty  (60)  days and not less  than  thirty  (30)  days  before  the
Redemption Date from the Securities  outstanding  and not previously  called for
redemption.  The  Trustee  shall  promptly  notify the Company in writing of the
Securities selected for redemption and, in the case of any Security selected for
partial redemption,  the principal amount thereof to be redeemed.  Provisions of
this  Indenture  that apply to Securities  called for  redemption  also apply to
portions of Securities called for redemption.

                                       29
<PAGE>

     SECTION 3.03. Notice of Redemption.

     At least  thirty  (30) days but not more  than  sixty  (60)  days  before a
Redemption  Date,  the Company  shall mail a notice of redemption by first class
mail to each Holder whose  Securities  are to be redeemed at the address of such
Holder appearing in the Security  register  maintained by the Registrar.  At the
Company's  request,  the  Trustee  shall  give the notice of  redemption  in the
Company's  name and at the Company's  expense.  Each notice of redemption  shall
identify the Securities to be redeemed and shall state:

               (i) the Redemption Date;

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

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

               (iv) that Securities called for redemption must be surrendered to
          the Paying Agent to collect the Redemption Price and accrued interest,
          if any;

               (v) that,  unless the Company  defaults in making the  redemption
          payment  or such  redemption  payment  is  prevented  for any  reason,
          interest on Securities  called for redemption  ceases to accrue on and
          after the Redemption Date, and the only remaining right of the Holders
          of such Securities is to receive payment of the Redemption  Price upon
          surrender to the Paying Agent of the Securities redeemed;

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

               (vii) if any Security is being  redeemed in part,  the portion of
          the principal  amount of such Security to be redeemed and that,  after
          the  Redemption  Date,  and upon  surrender  of such  Security,  a new
          Security or Securities in the aggregate  principal amount equal to the
          unredeemed  portion  thereof  will be  issued  without  charge  to the
          Security holder;

               (viii) the CUSIP  number,  if any,  relating  to such  Securities
          pursuant to Section 2.14 hereof; and

               (ix) that the notice is being sent  pursuant to this Section 3.03
          and pursuant to the optional redemption provisions of the Securities.

     SECTION 3.04. Effect of Notice of Redemption.

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

                                       30
<PAGE>

     Notice of redemption shall be deemed to be given when mailed to each Holder
in the manner herein provided whether or not the Holder receives such Notice. In
any event, failure to give such notice, or any defect therein,  shall not affect
the validity of the proceedings for the redemption of any other Security.

     SECTION 3.05. Deposit of Redemption Price.

     On or prior to each  Redemption  Date,  the Company  shall deposit with the
Paying Agent U.S.  Legal Tender  sufficient to pay the  Redemption  Price of all
Securities to be redeemed on that date. Upon the written request of the Company,
the Paying Agent shall  promptly  return to the Company any U.S. Legal Tender so
deposited  which is not required for that purpose  except with respect to monies
owed as obligations to the Trustee pursuant to Article VII.

     If the  Company  complies  with the  preceding  paragraph,  interest on the
Securities  to be  redeemed  will cease to accrue on the  applicable  Redemption
Date, whether or not such Securities are presented for payment.  If any Security
called  for  redemption  shall not be so paid  upon  surrender  for  redemption,
interest will be paid, from the Redemption  Date until such Redemption  Price is
paid,  on the unpaid  Principal  of and on any  interest not paid on such unpaid
Principal, in each case, at the rate provided in the Securities.

     SECTION 3.06. Securities Redeemed in Part.

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

                                  ARTICLE IV.

                                   COVENANTS

     SECTION 4.01. Payment of Securities.

     The Company  shall pay the  Principal of and interest on the  Securities on
the dates and in the manner  provided in the Securities and this  Indenture.  An
installment  of Principal of or interest on the  Securities  shall be considered
paid on the date it is due if the  Trustee  or Paying  Agent  holds on that date
U.S. Legal Tender  designated for and sufficient to pay the  installment  and/or
interest then due and is not  prohibited  from paying such  installment  on such
date.

     The Company  shall pay  interest on (i) overdue  Principal  at the rate set
forth in the second paragraph of paragraph 1 of the Securities, and (ii) overdue
installments of interest at the same rate, to the extent lawful.

     SECTION 4.02. Maintenance of Office or Agency.

     The Company  shall  maintain in the Borough of  Manhattan,  The City of New
York,  the office or agency  required under Section 2.03. The Company shall give
prior 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

                                       31
<PAGE>

such  required  office or agency or shall fail to furnish the  Trustee  with the
address thereof, such presentations,  surrenders,  notices and demands described
in such  Section  2.03 may be made or served at the  address of the  Trustee set
forth in Section 2.03.

     The Company may also from time to time  designate one or more other offices
or agencies where the Securities 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,  The City of New York,  for such  purposes.  The  Company  shall give
prompt 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.  The Company
hereby initially  designates the corporate trust office of the Trustee set forth
in Section 2.03 as such office.

     SECTION 4.03. Corporate Existence.

     Except as otherwise  permitted by Article V, the Company  shall do or cause
to be done all things  necessary  to preserve  and keep in full force and effect
its existence and the existence of each of its Subsidiaries,  in accordance with
the respective  organizational documents of each of them and the rights (charter
and  statutory) and  franchises of the Company and its  Subsidiaries;  provided,
however,  that the Company  shall not be required to  preserve,  with respect to
itself, any right or franchise, and with respect to any of its Subsidiaries, any
such existence, right or franchise, if (a) the Board of Directors of the Company
shall determine reasonably and in good faith that the preservation thereof is no
longer  desirable in the conduct of the business of the Company and (b) the loss
thereof is not adverse in any material respect to the Holders.

     SECTION 4.04. Payment of Taxes and Other Claims.

     The  Company  shall and shall  cause  each of its  Subsidiaries  to, pay or
discharge  or cause to be paid or  discharged,  before  the  same  shall  become
delinquent,  (i) all taxes,  assessments  and  governmental  charges  (including
withholding taxes and any penalties,  interest and additions to taxes) levied or
imposed upon it or any of its  Subsidiaries  or  properties  of it or any of its
Subsidiaries, and (ii) all lawful claims for labor, materials and supplies that,
if  unpaid,  might by law  become a Lien upon the  property  of it or any of its
Subsidiaries;  provided,  however, that the Company shall not be required to pay
or discharge or cause to be paid or discharged any such tax, assessment,  charge
or claim if either (a) the amount,  applicability  or validity  thereof is being
contested in good faith by appropriate  proceedings and an adequate  reserve has
been established  therefor to the extent required by GAAP, or (b) the failure to
make such  payment  or  effect  such  discharge  (together  with all other  such
failures) would not have a material adverse effect on the financial condition or
results of operations of the Company and its Subsidiaries, taken as a whole.

     SECTION 4.05. Maintenance of Properties and Insurance.

          (a) The  Company  shall  cause  all  Properties  used or useful in the
     conduct of its  business or the business of any of its  Subsidiaries  to be
     maintained and kept in satisfactory condition, repair and working order and
     supplied  with  all  necessary  equipment  and  shall  cause to be made all
     necessary  repairs,  renewals,  replacements,  betterments and improvements

                                       32
<PAGE>

     thereof,  all as in its  judgment  may be  necessary,  so that the business
     carried on in  connection  therewith  may be  properly  and  advantageously
     conducted  at all times unless the failure to so maintain  such  properties
     (together with all other such failures)  would not have a material  adverse
     effect on the  financial  condition or results of operations of the Company
     and its Subsidiaries taken as a whole;  provided,  however, that nothing in
     this Section 4.05 shall prevent the Company or any of its  Subsidiary  from
     discontinuing  the operation or  maintenance  of any of such  properties or
     disposing of any of them if such  discontinuance  or disposal is either (i)
     in the ordinary course of business,  (ii) in the good faith judgment of the
     Board of Directors of the Company or the  Subsidiary  concerned,  or of the
     senior  officers  of the  Company or such  Subsidiary,  as the case may be,
     desirable in the conduct of the business of the Company or such Subsidiary,
     as the case may be, or (iii) is otherwise permitted by this Indenture.

          (b) The Company shall provide or cause to be provided,  for itself and
     each of its Subsidiaries,  insurance (including appropriate self-insurance)
     against  loss or damage of the kinds that,  in the  reasonable,  good faith
     opinion of the Company are adequate and  appropriate for the conduct of the
     business of the Company and such  Subsidiaries  in a prudent  manner,  with
     reputable  insurers or with the  government of the United States of America
     or an  agency  or  instrumentality  thereof,  in such  amounts,  with  such
     deductibles,  and by such methods as shall be customary, in the reasonable,
     good faith opinion of the Company,  for companies similarly situated in the
     industry,  unless the failure to provide such insurance  (together with all
     other  such  failures)  would  not have a  material  adverse  effect on the
     financial  condition  or  results  of  operations  of the  Company  and its
     Subsidiaries, taken as a whole.

          (c) The Company shall and shall cause each of its Subsidiaries to keep
     proper books of record and account, in which full and correct entries shall
     be made of all  financial  transactions  and the assets and business of the
     Company and each Subsidiary in accordance with GAAP consistently applied to
     the Company and its Subsidiaries taken as a whole.

     SECTION 4.06. Compliance Certificates; Notice of Default.

          (a) The Company shall  deliver to the Trustee,  within sixty (60) days
     after the end of each of the  Company's  first three  fiscal  quarters  and
     within  ninety (90) days after the end of the  Company's  fiscal  year,  an
     Officers' Certificate stating that a review of the Company's activities and
     the activities of its  Subsidiaries  during the preceding fiscal period has
     been made under the  supervision  of the  signing  Officers  with a view to
     determining  whether it 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 knowledge,  the
     Company during such preceding fiscal period has kept,  observed,  performed
     and  fulfilled  each and every  such  covenant  and no  Default or Event of
     Default  occurred  during such  period and at the date of such  certificate
     there is no Default or Event of Default that has occurred and is continuing
     or,  if such  signers  do know of such  Default  or Event of  Default,  the
     certificate  shall  describe the Default or Event of Default and its status
     with  particularity  and what  action the  Company has taken or proposes to
     take with respect thereto. The Officers' Certificate shall also include all
     calculations   necessary  to  show  covenant   compliance.   The  Officers'
     Certificate  shall also  notify the  Trustee  should the  Company  elect to
     change the manner in which it fixes its fiscal year end.

                                       33
<PAGE>

          (b) So long as (and to the  extent) not  contrary to the then  current
     recommendations of the American Institute of Certified Public  Accountants,
     the Company shall deliver to the Trustee  within ninety (90) days after the
     end of each fiscal year a written statement by a nationally recognized firm
     of independent public accountants  stating (A) that their audit examination
     has included a review of the terms of this  Indenture and the Securities as
     they relate to accounting  matters,  and (B) whether,  in  connection  with
     their audit examination,  any Default or Event of Default has come to their
     attention  and if such a  Default  or  Event of  Default  has come to their
     attention, specifying the nature and period of existence thereof.

          (c) The Company will deliver to the Trustee promptly, and in any event
     within ten (10) days after the Company  becomes aware or should  reasonably
     have become aware of the occurrence of any Default or Event of Default,  an
     Officers'  Certificate  describing such Default or Event of Default and its
     status with particularity and what action the Company is taking or proposes
     to take with respect thereto.

     SECTION 4.07. Compliance with Laws.

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

     SECTION 4.08. Financial Reports, Etc.

          (a) As soon as practical and in any event within 90 days after the end
     of each Fiscal Year of the Company, deliver or cause to be delivered to the
     Trustee   and  each  Holder  (i)  audited   consolidated   and   unaudited,
     Company-prepared  consolidating  balance  sheets  of the  Company  and  its
     Subsidiaries as at the end of such Fiscal Year, and the notes thereto (with
     respect to audited  statements only), and the related audited  consolidated
     and  unaudited,  Company-prepared  consolidating  statements  of income and
     stockholders' equity and related consolidated statements of cash flows, and
     the respective notes thereto (with respect to audited statements only), for
     such Fiscal Year,  setting forth (other than for consolidating  statements)
     comparative  financial  statements  for  the  preceding  Fiscal  Year,  all
     prepared in  accordance  with GAAP with such changes from prior  periods as
     required by GAAP and noted in the auditor's opinion delivered therewith and
     containing, with respect to the consolidated financial statements, opinions
     of Ernst & Young,  or  other  such  "Big 5"  independent  certified  public
     accountants,  which are  unqualified as to the scope of the audit performed
     and as to the  "going  concern"  status  of the  Company  and  without  any
     exception  not  acceptable  to the  Holders  (other  than  a  qualification
     regarding the impending  maturing of the  Indebtedness due under the Credit
     Agreement  in  effect  as of  the  date  hereof,  it  being  agreed  such a
     qualification  shall  not by  itself  prevent a  financial  statement  from
     satisfying the  requirements of this subsection  (a)),  provided,  however,
     that such financial  statements and related deliveries for Fiscal Year 2001

                                       34
<PAGE>

     may be delivered on or before April 30, 2001,  and (ii) a certificate of an
     Authorized  Representative,  which  shall  be in the  form  of  Exhibit  D,
     demonstrating compliance with Section 4.24;

          (b) as soon as practical and in any event within 45 days after the end
     of each Fiscal Quarter  (except the last Fiscal Quarter of the Fiscal Year)
     deliver to the Trustee and each Holder (i) consolidated  and  consolidating
     balance  sheets of the Company and its  Subsidiaries  as at the end of such
     Fiscal Quarter, and the related  consolidated and consolidating  statements
     of income and stockholders'  equity and related  consolidated  statement of
     cash  flows  for  such  Fiscal  Quarter  in  each  case  setting  forth  in
     comparative form consolidated  figures for the corresponding  period of the
     preceding  Fiscal Year and  accompanied  by a certificate  of an Authorized
     Representative to the effect that such financial  statements present fairly
     the financial position of the Company and its Subsidiaries as of the end of
     such fiscal period and the results of their  operations  and the changes in
     their  financial  position for such fiscal period,  in conformity  with the
     standards set forth in GAAP with respect to interim  financial  statements,
     and  (ii)  a  certificate  of  an  Authorized   Representative   containing
     computations for such Fiscal Quarter  comparable to that required  pursuant
     to Section 4.08(a)(ii);

          (c) together with each delivery of the financial  statements  required
     by Section 4.08(a)(i), deliver to the Trustee and each Holder a letter from
     the Company's  accountants  specified in Section 4.08(a)(i) stating that in
     performing  the  audit  necessary  to render an  opinion  on the  financial
     statements  delivered under Section 4.08(a)(i),  they obtained no knowledge
     of any Default or Event of Default by the Company in the fulfillment of the
     terms and provisions of this Indenture  insofar as they relate to financial
     matters (which at the date of such statement  remains  uncured);  or if the
     accountants have obtained  knowledge of such Default or Event of Default, a
     statement specifying the nature and period of existence thereof; and

          (d) promptly upon their becoming available to the Company, the Company
     shall  deliver to the  Trustee and each Holder a copy of (i) all regular or
     special reports or effective  registration  statements which the Company or
     any Subsidiary  shall file with the Securities and Exchange  Commission (or
     any successor thereto) or any securities exchange, (ii) any proxy statement
     distributed  by  the  Company  or  any  Subsidiary  to  its   shareholders,
     bondholders or the financial community in general, and (iii) any management
     letter or other  report  submitted  to the  Company  or any  Subsidiary  by
     independent  accountants in connection with any annual,  interim or special
     audit of the Company or any  Subsidiary  except for agreed upon  procedures
     reports for compliance under  third-party  agreements,  reports on employee
     benefit plan financial  statements and reports with respect to tax advisory
     matters.

     The Trustee and the Holders are hereby  authorized to deliver a copy of any
such financial or other information  delivered hereunder to any Affiliate of any
Holder,  to any Governmental  Authority having  jurisdiction over the Trustee or
any of the Holders  pursuant to any written request  therefor or in the ordinary
course of  examination  of loan files,  to any other Person who shall acquire or
consider the assignment of, or acquisition of any participation interest in, any
Obligation permitted by this Indenture.

                                       35
<PAGE>

     SECTION 4.09. SEC Reports and Other Information.

          (a) To the extent  permitted by applicable law or regulation,  whether
     or not the  Company is subject  to Section  13(a) or 15(d) of the  Exchange
     Act,  the  Company  shall file with the SEC the annual  reports,  quarterly
     reports and other  documents  which the Company would have been required to
     file with the SEC pursuant to such Sections  13(a) and 15(d) if the Company
     were so subject, such documents to be filed with the SEC on or prior to the
     respective  dates (the "Required  Filing Dates") by which the Company would
     have  been  required  so to file  such  documents  if the  Company  were so
     subject. The Company shall comply with its reporting and filing obligations
     under the applicable federal securities laws. The Company shall also in any
     event (x) within  fifteen  (15) days after each  Required  Filing  Date (i)
     transmit by mail to all Holders, as their names and addresses appear in the
     register of Securities  maintained by the  Registrar,  without cost to such
     Holders  and (ii) file with the  Trustee,  copies  of the  annual  reports,
     quarterly  reports and other  documents  which the Company  would have been
     required to file with the SEC  pursuant to Sections  13(a) and 15(d) of the
     Exchange Act if the Company were subject to such Sections and (y) if filing
     such  documents  by the  Company  with the SEC is not  permitted  under the
     Exchange Act, promptly upon written request supply copies of such documents
     to any prospective  Holder.  In any event, such annual reports will contain
     consolidated  financial  statements  and notes  thereto,  together  with an
     opinion thereon expressed by an independent  public accounting firm with an
     established national reputation and management's discussion and analysis of
     financial  condition and results of operations,  and such quarterly reports
     will contain unaudited condensed  consolidated financial statements for the
     first three  quarters  of each  fiscal  year.  Upon  qualification  of this
     Indenture  under the TIA, the Company shall also comply with the provisions
     of TIA ss.314(a).

          (b) At any time when the Company is not subject to Section 13 or 15(d)
     of the  Exchange  Act,  upon the  request  of a Holder,  the  Company  will
     promptly  furnish or cause to be furnished such information as is specified
     pursuant to Rule  144A(d)(4)  under the  Securities  Act (or any  successor
     provision  thereto) to such Holder or to a  prospective  purchaser  of such
     Security  designated by such Holder, as the case may be, in order to permit
     compliance by such Holder with Rule 144A under the Securities Act.

          (c) The Company  shall,  at all times  following the  Effective  Date,
     provide to each Holder and the Trustee  promptly,  and in any event  within
     one Business Day, copies of any reports and other  information  provided to
     the Lenders and the Agent pursuant to the Credit Agreement.

          (d) The Company shall,  and shall cause its Subsidiaries to, cooperate
     with and give full and  complete  access and make  available to the Trustee
     and the  Holders and  representatives  retained by any of them from time to
     time,  on a daily  basis,  the books and  records  of the  Company  and its
     Subsidiaries  and other  information  relating to the business or financial
     affairs of the Company and its Subsidiaries (including, without limitation,
     agreements and documents  pertaining to any  receivables or payables),  and
     the operating  management of the Company and its  Subsidiaries  shall meet,
     upon  request,  with the Trustee  and the  Holders to discuss,  among other
     things,  the financial and operating  performance and business plans of the
     company  and its  Subsidiaries.  The  Company  shall,  and shall  cause its
     Subsidiaries to, give full and complete access to such other information as

                                       36
<PAGE>

     the Trustee or the Holders may  reasonably  request from time to time,  and
     shall  cooperate  and  consult  with,  and  provide to the  Trustee and the
     Holders all such information.

     SECTION 4.10. Waiver of Stay Extension or Usury Laws.

     The Company  covenants  (to the extent that it may  lawfully do so) that it
will not at any time insist upon,  plead, or in any manner  whatsoever  claim or
take the benefit or advantage  of, any stay or extension law or any usury law or
other law that would  prohibit  or forgive  the  Company  from paying all or any
portion of the  Principal  of or  interest  on the  Securities  as  contemplated
herein,  wherever  enacted,  now or at any time hereafter in force, or which may
affect the covenants or the  performance of this  Indenture;  and (to the extent
that it may lawfully do so) the Company hereby  expressly  waives all benefit or
advantage  of any such law,  and  covenants  that it will not  hinder,  delay or
impede the execution of any power herein granted to the Trustee, but will suffer
and  permit  the  execution  of every  such power as though no such law had been
enacted.

     SECTION 4.11. Limitation on Indebtedness.

     The  Company  shall  not,  and  shall  not  cause  or  permit  any  of  its
Subsidiaries to, directly or indirectly, create, incur, assume, issue, guarantee
or in any manner  become  liable  for or with  respect  to the  payment  of, any
Attributable Indebtedness or Indebtedness (including any Acquired Indebtedness),
except that the Company and its  Subsidiaries  may incur (each of which shall be
given independent effect):

          (a)  Indebtedness  of  the  Company  evidenced  by the  Securities  or
     otherwise arising under this Indenture;

          (b) Indebtedness of the Company and its Subsidiaries  outstanding from
     time to time pursuant to the Credit Agreement not to exceed at any one time
     $73,687,000 in the aggregate,  minus the amount of Indebtedness pursuant to
     the Credit  Agreement  repaid  after the  Effective  Date with the Net Cash
     Proceeds from an Asset Sale pursuant to Section 4.18;

          (c)  Indebtedness of the Company and its  Subsidiaries  outstanding on
     the  Effective  Date;  provided,  none of the  instruments  and  agreements
     evidencing or governing  such  Indebtedness  shall be amended,  modified or
     supplemented  after the Issue  Date to change  any terms of  subordination,
     payment of  Principal,  interest,  fees or other  amounts due, or rights of
     conversion,  put,  exchange or other similar rights or any other covenants,
     terms or conditions  thereof to be less  favorable to the Holders than such
     terms, rights and conditions as is effect on the Effective Date.

          (d) purchase money  Indebtedness  of the Company  described in Section
     4.14(d)  not to  exceed  an  aggregate  outstanding  amount  at any time of
     $500,000;

          (e) Indebtedness of the Company,  in an aggregate principal amount not
     to exceed  $2,000,000 if, (x) immediately  after giving pro forma effect to
     the incurrence  thereof, no Default or Event of Default shall have occurred
     and (y) all such  Indebtedness is subordinated,  on terms acceptable to the
     Holders, to all Indebtedness due under the Securities;

                                       37
<PAGE>

          (f)  Indebtedness of a Subsidiary of the Company issued to and held by
     the Company or a Wholly-Owned Subsidiary of the Company; provided, however,
     that any  transfer  of such  Indebtedness  (other  than to the Company or a
     Wholly-Owned  Subsidiary of the Company) shall be deemed,  in such case, to
     constitute a new incurrence of such Indebtedness by the issuer thereof;

          (g)  Indebtedness  of the  Company  owed to or held by a  Wholly-Owned
     Subsidiary  of the Company that is unsecured and  subordinated  in right of
     payment to the Securities;  provided, however, that any subsequent issuance
     or  transfer  of  any  Capital  Stock  which  results  in  any  such  other
     Wholly-Owned  Subsidiary  ceasing to be a  Wholly-Owned  Subsidiary  of the
     Company, or any transfer of such Indebtedness (other than to a Wholly-Owned
     Subsidiary  of the  Company),  shall be deemed in each case to constitute a
     new incurrence of such Indebtedness by the Company;

          (h) Indebtedness  represented by Hedging Obligations of the Company or
     its  Subsidiaries  with  respect  to  Indebtedness  of the  Company  or its
     Subsidiaries  (which  Indebtedness  is  otherwise  permitted to be incurred
     under  this  Section  4.11 and  which  Hedging  Obligations  are  otherwise
     permitted  to be incurred  under  Section  4.25) to the extent the notional
     principal amount of such Hedging  Obligations does not exceed the principal
     amount of the Indebtedness to which such Hedging Obligations relate;

          (i)  any  replacements,   renewals,  refinancings  and  extensions  of
     Indebtedness  incurred  under  clauses (a), (b), (c), (d), (e), (f) and (g)
     above  provided that (i) any such  replacement,  renewal,  refinancing  and
     extension (x) shall not provide for any mandatory redemption,  amortization
     or sinking fund requirement in an amount greater than or at a time prior to
     the  amounts  and  times  specified  in the  Indebtedness  being  replaced,
     renewed, refinanced or extended and (y) shall be contractually subordinated
     to the Securities at least to the extent,  if at all, that the Indebtedness
     being  replaced,  renewed,  refinanced  or extended is  subordinate  to the
     Securities,  (ii) any such  Indebtedness  of any person  must be  replaced,
     refinanced or extended with Indebtedness  incurred by such person or by the
     Company,  (iii) the principal amount of Indebtedness  incurred  pursuant to
     this clause (i) (or, if such Indebtedness  provides for an amount less than
     the principal  amount  thereof to be due and payable upon a declaration  of
     acceleration  of the maturity  thereof,  the  original  issue price of such
     Indebtedness)  shall not  exceed the sum of the  principal  amount (or with
     respect  to  Indebtedness  which  provides  for an  amount  less  than  the
     principal  amount  thereof  to be due and  payable  upon a  declaration  of
     acceleration  of the  maturity  thereof,  the  accreted  value  thereof) of
     Indebtedness  so replaced,  renewed,  refinanced or extended,  plus accrued
     interest,  the amount of any premium required to be paid in connection with
     such replacement,  renewal,  refinancing or extension pursuant to the terms
     of such Indebtedness or the amount of any premium reasonably  determined by
     the  Company  as  necessary  to  accomplish  such   replacement,   renewal,
     refinancing or extension by means of a tender offer or privately negotiated
     purchase  and the  amount  of fees  and  expenses  incurred  in  connection
     therewith, (iv) the covenants,  terms and conditions of any such extension,
     renewal,  refunding or  refinancing  Indebtedness  (and of any agreement or
     instrument  entered into in connection  therewith) are no less favorable to

                                       38
<PAGE>

     the Holders than the terms of the  Indebtedness  as in effect prior to such
     action, and (v) immediately prior to and immediately after giving effect to
     any such extension,  renewal, refunding or refinancing, no Default or Event
     of Default shall have occurred and be continuing; and

          (j)  the   endorsement  of  negotiable   instruments  for  deposit  or
     collection or similar transactions in the ordinary course of business.

     SECTION 4.12. Limitation on Restricted Payments.

     The  Company  will not,  and will not  permit any of its  Subsidiaries  to,
directly or indirectly,  make any Restricted Payment,  unless at the time of and
after giving effect to such Restricted Payment:

          (a) no  Default  or  Event  of  Default  shall  have  occurred  and be
     continuing or occur as a consequence thereof;

          (b) the Company could incur at least $1.00 of Indebtedness pursuant to
     clause (e) of Section 4.11 hereof; and

          (c) the aggregate of all  Restricted  Payments  declared or made after
     the Issue Date through and  including the date of such  Restricted  Payment
     does not exceed  50% of the  Company's  Consolidated  Net Income (or in the
     event such  Consolidated Net Income shall be a deficit,  minus 100% of such
     deficit) from and including  April 1, 1998 to and including the last day of
     the  fiscal  quarter  immediately  preceding  the  date of such  Restricted
     Payment.

     The  provisions  of this Section 4.12 shall not prohibit (i) the payment of
any dividend  within sixty (60) days after the date of declaration  thereof,  if
such payment would comply with the  provisions of this  Indenture at the date of
the  declaration  of such payment,  (ii) the retirement of any shares of Capital
Stock of the Company or  Indebtedness  of the Company which is  subordinated  in
right of payment to the  Securities by  conversion  into, or by an exchange for,
shares of Capital Stock of the Company that are not Disqualified Stock or out of
the  Net  Proceeds  of  the  substantially  concurrent  sale  (other  than  to a
Subsidiary  of the  Company)  of other  shares  of  Capital  Stock  (other  than
Disqualified  Stock) of the Company,  and (iii) the  redemption or retirement of
Indebtedness  of the Company  which is  subordinated  in right of payment to the
Securities in exchange for, by conversion into, or out of the Net Proceeds of, a
substantially concurrent sale of subordinated Indebtedness of the Company (other
than to a Subsidiary of the Company) that is contractually subordinated in right
of payment to the  Securities at least to the same extent that the  Indebtedness
being redeemed or retired is subordinated to the Securities.

     In determining the amount of Restricted  Payments  permissible under clause
(c) above,  amounts  expended  pursuant  to clauses  (i) and (ii) above shall be
included as Restricted Payments.

     Not later than the date of making any  Restricted  Payment  (other than the
dividend payments on the Mezzanine  Preferred Stock),  the Company shall deliver
to the Trustee an Officers'  Certificate stating that such Restricted Payment is

                                       39
<PAGE>

permitted  and setting forth the basis upon which the  calculations  required by
this  Section  4.12 were  computed,  which  calculations  may be based  upon the
Company's latest available financial statements.

     So long as no  Default  or Event of  Default  shall  have  occurred  and be
continuing,  or occur as a consequence  thereof,  the provisions of this Section
4.12 shall not prohibit the  declaration or payment of the dividends  payable on
the Mezzanine Preferred Sock as set forth in the Certificate of Designations.

     SECTION  4.13.  Limitation  on  Dividends  and Other  Payment  Restrictions
Affecting Subsidiaries.

     The  Company  will not,  and will not  permit any of its  Subsidiaries  to,
directly or indirectly,  create or otherwise  cause or suffer to exist or become
effective  or enter  into any  agreement  with any person  that would  cause any
consensual  encumbrance  or  restriction  of  any  kind  on the  ability  of any
Subsidiary of the Company to (a) pay  dividends,  in cash or otherwise,  or make
any  other  distributions  on  its  Capital  Stock  or  any  other  interest  or
participation  in, or measured by, its profits owned by, or pay any Indebtedness
owed to, the Company or any of its  Subsidiaries,  (b) make loans or advances to
the Company or any of its  Subsidiaries or (c) transfer any of its Properties to
the  Company  or any  of its  Subsidiaries,  except,  in  each  case,  for  such
encumbrances or  restrictions  existing under or contemplated by or by reason of
(i) any  restrictions  existing  under the Credit  Agreement as in effect on the
Effective  Date,  (ii)  any  restrictions  existing  under  any  agreement  that
refinances,  replaces,  amends or extends an agreement  containing a restriction
permitted by clause (i) above;  provided  that the terms and  conditions  of any
such  restrictions  are not  materially  less  favorable  to the  holders of the
Securities  than those  under or  pursuant to the  agreement  being  refinanced,
replaced,  amended or extended  or (iii)  customary  non-assignment  or sublease
provisions of any agreement of the Company or its Subsidiaries.

     SECTION 4.14. Limitation on Liens.

     Other than  Permitted  Liens,  the Company shall not, and the Company shall
not permit, cause or suffer any of its Subsidiaries to, create, incur, assume or
suffer to exist any Lien,  charge or other  encumbrance of any kind with respect
to any  property  or assets now owned or  hereafter  acquired  by it,  which (a)
secures  Indebtedness  of the  Company  subordinated  in right of payment to the
Securities, unless the Securities are secured by a Lien on such property that is
senior to such Lien, (b) secures Indebtedness of the Company which is pari passu
in right of payment with the Securities,  unless the Securities are secured by a
Lien on such  Property  that is equal and  ratable  with such Lien,  (c) secures
Indebtedness incurred to refinance Indebtedness which has been secured by a Lien
permitted  under this  Indenture  and is permitted to be  refinanced  under this
Indenture,  to the extent such Liens extend to or cover  Property of the Company
or any of its  Subsidiaries  not  securing the  Indebtedness  so  refinanced  or
increase  the  extent  of such  Liens,  or (d)  purchase  money  Liens to secure
Indebtedness  permitted  under  this  Indenture  (or as  extended  or renewed as
permitted  under this  Indenture) and incurred to purchase fixed assets,  unless
such Indebtedness  represents not less than  seventy-five  percent (75%) and not
more than one hundred  percent (100%) of the purchase price of such assets as of
the date of purchase  thereof and no Property other than the assets so purchased
secures such Indebtedness.

                                       40
<PAGE>

     Notwithstanding  the  foregoing,  Liens shall be  permitted by the previous
clauses  (a) and (b) only to the extent  that any  Indebtedness  secured by such
Liens is incurred pursuant to and in accordance with this Indenture.

     SECTION 4.15. Limitation on Investments, Loans and Advances.

     The Company shall not make, and shall not permit any of its Subsidiaries to
make,  any  Investment,  except:  (i)  Investments  by the Company or any of its
Subsidiaries in any  Wholly-Owned  Subsidiary of the Company that is a Guarantor
(including any such Investment pursuant to which a Person becomes a Wholly-Owned
Subsidiary  of the Company) or in the Company by any of its  Subsidiaries;  (ii)
Investments  represented  by  receivables  created or acquired  in the  ordinary
course of business or the settlement of such  receivables in the ordinary course
of business;  (iii)  Investments  permitted to be made pursuant to Section 4.12;
(iv) Investments represented by advances to employees, officers and directors of
the Company or its  Subsidiaries  made in the  ordinary  course of business  and
consistent  with  reasonable  and customary  business  practices;  (v) Permitted
Investments; (vi) Investments permitted to be made with the Net Cash Proceeds of
Asset Sales pursuant to Section 4.18;  (vii)  Investments  existing on the Issue
Date which are set forth on Schedule 5.36 to the Securities  Purchase Agreement;
(viii)  Investments in Hedging  Obligations  permitted  under Section 4.25; (ix)
Investments  represented  by loans  or  advances  after  the  Effective  Date to
Subsidiaries   which  are  not  Guarantors   provided  that  (y)  the  aggregate
outstanding  principal amount of such  Investments  shall not at any time exceed
$500,000 and (z) the repayment of such Investments is subordinated to the rights
of the  Holders  under  this  Indenture  and the  Guaranty  Agreements;  and (x)
Investments  permitted  to be made  pursuant  to  Section  4.11(e)  and  Section
4.11(f).

     SECTION 4.16. Limitation on Transactions with Affiliates.

     The  Company  will not,  and will not permit,  cause or suffer,  any of its
Subsidiaries to, participate in an Affiliate  Transaction,  except in good faith
and on terms that are no less  favorable to the Company or such  Subsidiary,  as
the case may be,  than  those  that could  have been  obtained  in a  comparable
transaction  on an arm's  length  basis  from a person not an  Affiliate  of the
Company or such Subsidiary.  With respect to any Affiliate Transaction (and each
series of related Affiliate  Transactions  which are similar or part of a common
plan)  involving   aggregate  payments  or  other  market  value  in  excess  of
$1,000,000,  the Company shall deliver an Officers'  Certificate  to the Trustee
certifying  that such  Affiliate  Transaction  (or series of  related  Affiliate
Transactions)  complies with the foregoing  provisions  and that such  Affiliate
Transaction  (or series of related  Affiliate  Transactions)  was  approved by a
majority of the Independent  Directors of the Company and the Board of Directors
of the Company as a whole.  Notwithstanding the foregoing,  the restrictions set
forth in this  Section  4.15  shall not apply to (i) any  employment  agreement,
consulting agreement and indemnification obligations entered into by the Company
or any of its  Subsidiaries  in the ordinary  course of business and  consistent
with the past  practice of the Company or such  Subsidiary,  (ii) the payment of
reasonable  and customary fees to directors of the Company who are not employees
of the Company,  and (iv)  transactions  permitted under Sections 4.11, 4.12 and
4.15 hereof.

                                       41
<PAGE>

     SECTION 4.17. Change of Control.

          (a) Upon the  occurrence  of a Change  of  Control  (the  date of such
     occurrence being the "Change of Control Date"), the Company shall notify or
     cause to be notified  the Holders in writing of such  occurrence  and shall
     make an offer to purchase  (the "Change of Control  Offer"),  on a Business
     Day (the "Change of Control  Payment  Date") not later than sixty (60) days
     following the Change of Control Date,  all Securities  then  outstanding at
     the  Redemption  Price plus  accrued  and unpaid  interest,  if any, to the
     Change of Control  Payment  Date.  The Change of Control Offer shall remain
     open for at least twenty (20) Business  Days and until 5:00 p.m.,  New York
     City time, on the Business Day next preceding the Change of Control Payment
     Date.  Within ten (10) days after the Change of Control Date  requiring the
     Company to make a Change of Control  Offer  pursuant to this Section  4.17,
     the Company shall so notify the Trustee.  Such notice shall be  accompanied
     by an Officers'  Certificate  setting forth the  circumstances and relevant
     facts   regarding  such  Change  of  Control.   In  connection   with  such
     notification to the Trustee,  the Company may instruct the Trustee to give,
     at the cost and expense of the Company,  the notice required to be given by
     clause (b) below.

          (b) Notice of a Change of Control  Offer shall be sent, by first class
     mail,  to each  Holder  not less than  twenty-five  (25) days nor more than
     forty-five (45) days before the Change of Control Payment Date, with copies
     to the Trustee, which notice shall,  consistent with the provisions of this
     Section 4.17,  govern the terms of the Change of Control Offer. Such notice
     shall  contain all  instructions  and  materials  necessary  to enable such
     Holders to tender  Securities  pursuant to the Change of Control  Offer and
     shall state:

               (i) that the Change of Control  Offer is being made  pursuant  to
          this Section 4.17 and that all  Securities  properly  tendered will be
          accepted for payment;

               (ii) the  Redemption  Price  (including  the  amount  of  accrued
          interest) and the Change of Control Payment Date;

               (iii) that any  Security  not  tendered  will  continue to accrue
          interest in accordance with the terms thereof;

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

               (v) that Holders electing to have a Security  purchased  pursuant
          to a Change  of  Control  Offer  will be  required  to  surrender  the
          Security,  with the form entitled "Option of Holder to Elect Purchase"
          on the last page of the Security completed, to the Paying Agent at the
          address  specified  in the notice  prior to 5:00  p.m.,  New York City
          time, on the Business Day prior to the Change of Control Payment Date;

               (vi) that Holders will be entitled to withdraw  their election if
          the Paying  Agent  receives,  not later than 5:00 p.m.,  New York City
          time, on the Business Day prior to the Change of Control Payment Date,
          a telegram,  telex, facsimile transmission or letter setting forth the
          name of the Holder,  the principal amount of the Securities the Holder
          delivered for purchase, the Security certificate number (if any) and a
          statement  that such Holder is  withdrawing  its election to have such
          Security purchased;

                                       42
<PAGE>

               (vii) that Holders whose  Securities  are purchased  only in part
          will be issued  new  Securities  in a  principal  amount  equal to the
          unpurchased portion of the Securities surrendered; and

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

          (c) On or before the Change of Control Payment Date, the Company shall
     (i) accept for payment  Securities or portions thereof tendered pursuant to
     the Change of Control Offer,  (ii) deposit with the Paying Agent U.S. Legal
     Tender  sufficient to pay the purchase price of all Securities so tendered,
     and (iii) deliver to the Trustee  Securities  so accepted  together with an
     Officers'  Certificate  stating the  Securities  or portions  thereof being
     purchased  by the  Company.  The Paying  Agent shall  promptly  mail to the
     Holders  of  Securities  so  accepted  payment  in an  amount  equal to the
     Redemption  Price, and the Trustee shall promptly  authenticate and mail to
     such Holders new Securities  equal in principal  amount to any  unpurchased
     portion of the Securities surrendered. The Paying Agent shall, upon written
     request,  return to the Company any U.S.  Legal Tender not required to fund
     the payment for  Securities  accepted  for payment by the  Company.  If any
     Security  called for  redemption  shall not be so paid upon  surrender  for
     redemption because of the failure of the Company to comply with this clause
     (c),  interest will be paid on the unpaid  Redemption Price from the Change
     of Control  Payment Date until such  Redemption  Price is paid, at the rate
     provided  in the  Securities.  Any  Securities  not so  accepted  shall  be
     promptly mailed by the Company to the Holder thereof.

          (d) The  Company  shall  comply,  to the extent  applicable,  with the
     requirements of Section 14(e) of the Exchange Act and any other  securities
     laws or  regulations  in  connection  with  the  repurchase  of  securities
     pursuant to a Change of Control Offer. To the extent that the provisions of
     any  securities  laws or  regulations  conflict with the provisions of this
     Section 4.17, the Company shall comply with the applicable  securities laws
     and  regulations  and shall not be deemed to have breached its  obligations
     under this Section 4.17 by virtue thereof.

          (e) The  Company  will,  to the extent  required  to or  permitted  by
     applicable  Laws,  publicly  announce  the results of the Change of Control
     Offer on or as soon as  practicable  after the  Change of  Control  Payment
     Date.

     SECTION 4.18. Disposition of Proceeds of Asset Sales.

          (a) The Company will not, and will not permit any of its  Subsidiaries
     to,  make  any  Asset  Sale  unless  (i)  the  Company  or  the  applicable
     Subsidiary,  as the case may be, receives consideration at the time of such
     Asset Sale at least  equal to the Fair  Market  Value of the assets sold or
     otherwise  disposed of and (ii) at least  eighty  (85%) of the Net Proceeds
     received by the Company or such  Subsidiary,  as the case may be, from such
     Asset  Sale  shall  be in the  form  of  cash  or  Cash  Equivalents  (with
     Indebtedness  of the Company or its  Subsidiaries  assumed by the purchaser
     being counted as cash for such purposes if the Company and its Subsidiaries
     are permanently released from all liability therefor);  provided,  however,
     that 100% of the Net Proceeds  received by the Company or such  Subsidiary,
     as the case may be, in such Asset  Sale from the sale or other  disposition
     of Capital Stock shall be in the form of cash or Cash Equivalents.

                                       43
<PAGE>

          (b) The Company shall or shall cause its  Subsidiaries  to, within (i)
     180  days of  receipt  of any Net Cash  Proceeds  (other  than  Net  Equity
     Proceeds)  from an Asset Sale and (ii) within 90 days of the receipt of any
     Net Equity  Proceeds  from an Asset Sale,  apply such Net Cash  Proceeds to
     permanently prepay Indebtedness  outstanding under the Credit Agreement and
     effect a permanent reduction of the commitment  available under such Credit
     Agreement. To the extent such Net Cash Proceeds are not applied as provided
     in the previous  sentence,  such Net Cash Proceeds shall constitute "Excess
     Proceeds" subject to disposition as provided in clause (c) below.

          (c) When the aggregate amount of unutilized  Excess Proceeds equals or
     exceeds $500,000, the Company shall make an offer to repurchase (the "Asset
     Sale Offer") on the Asset Sale Payment Date an aggregate  principal  amount
     of the Securities equal to such entire  unutilized Excess Proceeds (and not
     just the  amount  in excess of  $500,000)  at a price in cash  equal to the
     Redemption Price, plus accrued interest,  if any, to the Asset Sale Payment
     Date. The Company shall,  subject to the provisions  described  herein,  be
     required to repurchase all Securities validly tendered into such Asset Sale
     Offer and not  withdrawn.  Upon  completion  of such Asset Sale Offer,  the
     amount of Excess Proceeds shall be reset to zero and any unutilized  Excess
     Proceeds may be utilized by the Company for any purpose.

          (d) The Company  shall  provide the Trustee with prompt  notice of the
     occurrence of an Asset Sale Offer.  Such notice shall be  accompanied by an
     Officers'  Certificate setting forth (i) a statement to the effect that the
     Company  or any of its  Subsidiaries  has made an  Asset  Sale and (ii) the
     aggregate  principal  amount of Securities  offered to be purchased and the
     Redemption Price.

          (e) Notice of an Asset Sale Offer shall be sent,  by first class mail,
     by the Company (or caused to be mailed by the Company),  with a copy to the
     Trustee,  to all Holders of  Securities  not less than thirty (30) days nor
     more than sixty (60) days before the Asset Sale  Payment Date at their last
     registered address. The Asset Sale Offer shall remain open from the time of
     mailing  for at least  twenty  (20)  Business  Days and until at least 5:00
     p.m., New York City time, on the Business Day next preceding the Asset Sale
     Payment Date. The notice to the Holders shall contain all  instructions and
     materials necessary to enable such Holders to tender Securities pursuant to
     the Asset Sale Offer. At the Company's request,  the Trustee shall give, at
     the cost and expense of the Company,  the notice required by this paragraph
     (e). Such notice shall state:

               (i) that the Asset  Sale  Offer is being  made  pursuant  to this
          Section 4.17;

               (ii) the  Redemption  Price  (including  the  amount  of  accrued
          interest, if any) for each Security and the Asset Sale Payment Date;

               (iii) that any Security not tendered or accepted for payment will
          continue to accrue interest in accordance with the terms thereof;

                                       44
<PAGE>

               (iv) that unless the Company defaults on making payment therefor,
          any  Security  accepted  for payment  pursuant to the Asset Sale Offer
          shall cease to accrue interest after the Asset Sale Payment Date;

               (v) that Holders electing to have a Security  purchased  pursuant
          to an Asset Sale Offer will be required  to  surrender  the  Security,
          with the form  entitled  "Option of Holder to Elect  Purchase"  on the
          last  page of the  Security  completed,  to the  Paying  Agent  at the
          address  specified  in the notice  prior to 5:00  p.m.,  New York City
          time, on the Business Day prior to the Asset Sale Payment Date;

               (vi) that Holders will be entitled to withdraw  their election if
          the Paying  Agent  receives,  not later than 5:00 p.m.,  New York City
          time,  on the  Business  Day prior to the Asset Sale  Payment  Date, a
          telegram,  telex,  facsimile  transmission or letter setting forth the
          name of the Holder,  the  principal  amount of  Securities  the Holder
          delivered for purchase, the Security certificate number (if any) and a
          statement  that such Holder is  withdrawing  his election to have such
          Securities purchased;

               (vii) that if Securities  in a principal  amount in excess of the
          principal  amount of the  Securities  to be  acquired  pursuant to the
          Asset Sale Offer are tendered and not withdrawn  pursuant to the Asset
          Sale Offer, the Company shall purchase  Securities on a pro rata basis
          among the Securities  tendered (with such  adjustment as may be deemed
          appropriate by the Company so that only Securities in denominations of
          $1,000 or integral multiples of $1,000 shall be so acquired);

               (viii) that Holders whose  Securities  are purchased only in part
          will be issued  new  Securities  in a  principal  amount  equal to the
          unpurchased portion of the Securities surrendered; and

               (ix) the instructions that Holders must follow in order to tender
          their Securities.

          (f) On or before an Asset Sale  Payment  Date,  the Company  shall (i)
     accept for payment, on a pro rata basis, the Securities or portions thereof
     tendered  pursuant  to the Asset  Sale  Offer  (subject  to  adjustment  as
     contemplated by paragraph (vii) above),  (ii) deposit with the Paying Agent
     U.S. Legal Tender sufficient to pay the purchase price of all Securities or
     portions  thereof so  tendered,  and (iii)  deliver to the Paying Agent the
     Securities so accepted together with an Officers'  Certificate  identifying
     the Securities or portions thereof accepted for payment by the Company. The
     Paying Agent shall  promptly mail to Holders of Securities  tendered to and
     accepted for payment an amount equal to the purchase price, and the Trustee
     shall promptly  authenticate  and mail to such Holders new Securities equal
     in  principal   amount  to  any  unpurchased   portion  of  the  Securities
     surrendered. Any Securities not so accepted shall, upon written request, be
     promptly  mailed or  delivered  by the Company to the Holder  thereof.  The
     Paying Agent shall return to the Company any U.S. Legal Tender not required
     to fund the payment for Securities accepted for payment by the Company. The
     Company  will  publicly  announce  the  results  of the Asset Sale Offer as
     promptly as practicable following the Asset Sale Payment Date.

                                       45
<PAGE>

          (g) The  Company  shall  comply,  to the extent  applicable,  with the
     requirements of Section 14(e) of the Exchange Act and any other  securities
     laws or  regulations  in  connection  with  the  repurchase  of  Securities
     pursuant to an Asset Sale Offer.  To the extent that the  provisions of any
     securities  laws or  regulations  conflict with  provisions of this Section
     4.18,  the Company  shall comply with the  applicable  securities  laws and
     regulations and shall not be deemed to have breached its obligations  under
     this Section 4.18 by virtue thereof.

     SECTION  4.19.  Limitation  on Issuances  and Sales of  Preferred  Stock by
Subsidiaries.

     The  Company  (i) will not  permit  any of its  Subsidiaries  to issue  any
Preferred  Stock (other than to the Company or to a  Wholly-Owned  Subsidiary of
the  Company)  and (ii) will not permit any person  (other than the Company or a
Wholly-Owned  Subsidiary  of the  Company)  to own any  Preferred  Stock  of any
Subsidiary of the Company.

     SECTION  4.20.  Limitation  on  Liquidations,   Dissolutions,  Mergers  and
Consolidation.

     The Company  shall not,  and shall not permit any of its  Subsidiaries  to,
directly or indirectly, enter into any merger, consolidation or amalgamation, or
liquidate,   wind  up  or  dissolve   itself  (or  suffer  any   liquidation  or
dissolution),  or convey sell, lease, assign,  transfer or otherwise dispose of,
all or  substantially  all of its  property,  business  or  assets,  or make any
material change in its present method of conducting  business,  except,  (i) any
Subsidiary of the Company may be merged or consolidated with or into the Company
(provided that the Company shall be the continuing or surviving  corporation) or
with or into any one or more Wholly-Owned  Subsidiaries of the Company (provided
that a  Wholly-Owned  Subsidiary  of the  Company  shall  be the  continuing  or
surviving  corporation) and after giving effect to any of such transactions,  no
Default or Event of Default shall exist; and (ii) any Wholly-Owned Subsidiary of
the Company may sell, lease,  transfer or otherwise dispose of any or all of its
assets (upon  voluntary  liquidation  or otherwise) to the Company or any of its
Wholly-Owned Subsidiaries.

     SECTION 4.21. Net Worth.

     The Company will not and will not permit any of its  Subsidiaries to permit
Consolidated  Net  Worth  to be  less  than  (i)  eighty  percent  (80%)  of the
Consolidated  Net Worth of the Company as of the Issue Date,  plus the amount of
the Net Cash  Proceeds  from the sale of the  Series F  Preferred  Stock  issued
pursuant to the Securities  Purchase  Agreement,  and (ii) as at the last day of
each succeeding Fiscal Quarter of the Company and until (but excluding) the last
day of the next  following  Fiscal  Quarter of the  Company,  the sum of (A) the
amount of  Consolidated  Net Worth  required to be  maintained  pursuant to this
Section 4.21 as at the end of the immediately preceding Fiscal Quarter, plus (B)
sixty-five  percent (65%) of Consolidated  Net Income (with no reduction for net
losses during any period) for the Fiscal  Quarter of the Company  ending on such
day (including within "Consolidated Net Income" certain items otherwise excluded
as provided  for in the  definition  of  "Consolidated  Net  Income",  less cash
dividends  paid with respect to the  Mezzanine  Preferred  Stock),  plus (C) one
hundred  percent  (100%) of the aggregate  amount of all increases in the stated

                                       46
<PAGE>

capital and additional  paid-in capital  accounts of the Company  resulting from
the issuance of Capital Stock of the Company;  provided,  however,  in the event
that the Company makes purchases in open market transactions of its common stock
having an aggregate  purchase  price of at least  $3,500,000  by March 31, 1999,
then in such event the  Consolidated  Net Worth  permitted  at the Closing  Date
under  (i)  above  shall be  recalculated  to be an  amount  equal to 68% of the
Consolidated  Net Worth as of the  Closing  Date and  corresponding  adjustments
under (ii)(A) above shall be made accordingly.

     SECTION 4.22. ERISA Compliance.

     The  Company  will not and  will not  permit  any of its  Subsidiaries  to,
directly or indirectly,  (i) engage in a "prohibited  transaction," as such term
is defined in Section 406 of ERISA or Section 4975 of the Internal Revenue Code,
with respect to any Plan or Multiemployer Plan or knowingly consent to any other
"party in interest" or any  "disqualified  person," as such terms are defined in
Section  3(14) of ERISA or Section  4975(e)(2)  of the  Internal  Revenue  Code,
respectively, engaging in any "prohibited transaction," with respect to any Plan
or Multiemployer Plan maintained by the Company or any of its Subsidiaries; (ii)
permit any Plan  maintained by the Company or any of its  Subsidiaries  to incur
any  "accumulated  funding  deficiency,"  as defined in Section  302 of ERISA or
Section 412 of the Internal Revenue Code, unless such incurrence shall have been
waived in advance by the Internal Revenue Services;  (iii) terminate any Plan in
a manner which could result in the  imposition  of a Lien on any property of the
Company  or any of its  Subsidiaries  pursuant  to Section  4068 of ERISA;  (iv)
breach,  or  knowingly  permit  any  employee  of  officer  or  any  trustee  or
administrator  of any Plan maintained by the Company or any of its  Subsidiaries
to breach,  any  fiduciary  responsibility  imposed  under Title I of ERISA with
respect to any Plan;  (v) engage in any  transaction  which would  result in the
incurrence  of a liability  under  section  4069 of ERISA;  or (vi) fail to make
contributions to a Plan or Multiemployer Plan which results in the imposition of
a Lien on any  property  of the Company or any of its  Subsidiaries  pursuant to
Section 302(f) of ERISA or Section 412(n) of the Internal Revenue Code.

     SECTION 4.23. Limitation on Acquisitions.

     The Company will not and will not permit any of its  Subsidiaries  to enter
into any agreement,  contract, binding commitment or other arrangement providing
for any  Acquisition,  or take any action to solicit the tender of securities or
proxies  in  respect  thereof  in order to effect  any  Acquisition  other  than
Permitted Acquisitions.

     SECTION 4.24. Certain Consolidated Ratios.

      The Company will not and will not permit any of its Subsidiaries to:

          (a) permit at any time the  Consolidated  Leverage Ratio as of the end
     of each  four-quarter  period ending during the applicable period set forth
     below, to be greater than that ratio set forth opposite each such period:

                                       47
<PAGE>

                                               Consolidated Leverage Ratio
                 Period                         Must Not Be Greater Than
                 ------                         ------------------------
Issue Date through and including
  September 30, 1999                                  3.75 to 1.00
October 1, 1999 through and including
  September 30, 2001                                   3.5 to 1.00
October 1, 2001 and thereafter                         3.0 to 1.00;

          (b) permit the  Consolidated  Fixed Charge Ratio as of the end of each
     four  quarter  period  ending  during  the  applicable  period  or  on  the
     applicable  date set  forth  below to be less  than  that  ratio  set forth
     opposite each such period or date:


                                       48
<PAGE>


                                                Consolidated Fixed Charge
              Period Date                      Ratio Must Not be Less Than
              -----------                      ---------------------------

September 30, 2000 through and including
June 30, 2001                                         1.00 to 1.00
September 30, 2001                                    1.05 to 1.00
December 31, 2001                                     1.15 to 1.00
March 31, 2002 and thereafter                         1.35 to 1.00

; and

          (c) permit at any time the Consolidated  Interest Coverage Ratio to be
     less than 3.0 to 1.00.

     SECTION 4.25. Limitation on Hedging Obligations.

     The Company will not and will not permit any of its  Subsidiaries  to incur
any Hedging Obligations or enter into any agreements,  arrangements,  devices or
instruments relating to Hedging Obligations,  except for Hedging Obligations the
aggregate  notional  amount of which does not exceed,  the aggregate at any time
the lower of (i) 45,000,000, and (ii) 60% of the aggregate outstanding principal
balance of loans under the Credit Agreement.

     SECTION 4.26. Sale of Subsidiaries.

     The Company will not sell, convey, transfer, assign or otherwise dispose of
any Subsidiary of the Company or any division,  operating unit or other business
unit of the Company that, on a pro forma basis, constitutes more than 20% of the
pro forma Consolidated EBITDA of the Company.

     SECTION 4.27. Conduct of Business.

     The Company  shall not,  and shall not permit any of its  Subsidiaries  to,
engage in any business other than the business engaged in on the Effective Date.

     SECTION 4.28. Additional Guarantors.

     The Company shall cause each newly formed or acquired  Domestic  Subsidiary
to execute the  Guaranty  Agreement  within  fifteen (15)  Business  Days of the
formation or acquisition of such Subsidiary.



                                   ARTICLE V.

                              SUCCESSOR CORPORATION

     SECTION 5.01. Consolidation, Merger, Conveyance, Transfer or Lease.

                                       49
<PAGE>

     The  Company  shall  not  consolidate  with or merge  with or into or sell,
assign, convey, lease, transfer or otherwise dispose of all or substantially all
of its properties and assets (determined on a consolidated basis for the Company
and its  Subsidiaries,  taken as a whole) to  another  Person or  Persons,  in a
single  transaction  or  through a series of related  transactions,  or cause or
permit any of its Subsidiaries to do any of the foregoing, unless:

          (a) the Company is the continuing  Person,  or the Person formed by or
     surviving  such  consolidation  or merger or the Person to which such sale,
     assignment,  conveyance,  lease, transfer or other disposition is made (the
     "surviving  entity") is a corporation  organized and validly existing under
     the laws of the  United  States,  any  State  thereof  or the  District  of
     Columbia;

          (b) the surviving  entity shall  expressly  assume,  by a supplemental
     indenture  executed and  delivered to the  Trustee,  in form and  substance
     reasonably  satisfactory  to the  Trustee,  all of the  obligations  of the
     Company under the Securities and this Indenture;

          (c)  immediately  before and  immediately  after giving effect to such
     transaction, or series of transactions (including,  without limitation, any
     Indebtedness  incurred or anticipated to be incurred in connection  with or
     in respect of such  transaction or series of  transactions),  no Default or
     Event of Default shall have occurred and be continuing;

          (d) the  Company or the  surviving  entity (in the case of a merger or
     consolidation  involving the Company or any sale,  assignment,  conveyance,
     lease,  transfer or other  disposition of all or  substantially  all of the
     Company's  properties and assets) shall  immediately after giving effect to
     such transaction or series of transactions (including,  without limitation,
     any Indebtedness  incurred or anticipated to be incurred in connection with
     or in  respect  of such  transaction  or  series  of  transactions)  have a
     Consolidated  Net Worth equal to or greater than the Consolidated Net Worth
     of  the  Company  immediately  prior  to  such  transaction  or  series  of
     transactions;

          (e) immediately  after giving effect to such  transaction or series of
     transactions,  the Company or the surviving entity (in the case of a merger
     or consolidation involving the Company or any sale, assignment, conveyance,
     lease,  transfer or other  disposition of all or  substantially  all of the
     Company's assets) could incur $1.00 of Indebtedness  pursuant to clause (e)
     of Section 4.11 hereof;

          (f) the Company or the  surviving  entity shall have  delivered to the
     Trustee an Officers'  Certificate  and an Opinion of Counsel,  each stating
     that (i) such consolidation,  merger, sale, assignment,  conveyance, lease,
     transfer or other disposition, (ii) if a supplemental indenture is required
     in  connection  with  such  transaction  or series  of  transactions,  such
     supplemental  indenture  complies  with this  Section  5.01,  and (iii) all
     conditions  precedent  in this  Indenture  relating to the  transaction  or
     series of transactions have been satisfied; and

          (g) the Company has delivered to the Trustee an opinion or certificate
     of a nationally  recognized firm of independent public accountant complying
     with the applicable  provisions of TIA  ss.314(c)(3)  and setting forth the
     computation of the  Consolidated  Net Worth (i) of the surviving  entity as
     provided in Section 5.01(d) and the ability of the Company or the surviving

                                       50
<PAGE>

     entity to incur at least $1.00 in  additional  Indebtedness  as provided in
     Section 5.01(e),  immediately  following the  transaction,  and (ii) of the
     Company,  immediately preceding such transaction, in accordance with clause
     (d) or (e) above, certifying to the accuracy thereof.

     SECTION 5.02. Successor Entity Substituted.

     Upon any consolidation,  merger or any transfer of all or substantially all
of the assets of the Company in  accordance  with Section  5.01,  the  surviving
entity formed by such  consolidation or into or with which the Company is merged
or to which such transfer is made shall succeed to, and be substituted  for, and
may exercise every right and power of, the Company under this Indenture with the
same effect as if such surviving entity had been named as the Company herein and
the Company shall be discharged  from all  obligations  and covenants  under the
Indenture and the Securities.

                                  ARTICLE VI.

                              DEFAULT AND REMEDIES

     SECTION 6.01. Events of Default.

     An "Event of Default" occurs if:

               (i) the  Company  defaults  in the  payment  of  interest  on any
          Security when the same becomes due and payable and  continuance of any
          such default for a period of thirty (30) days; or

               (ii) the Company  defaults in the payment of the  Principal of or
          premium  on any  Security  as and when due and  payable  (including  a
          default in payment  upon an offer to  purchase  required to be made by
          this Indenture); or

               (iii) the Company defaults in the performance,  or breach, of any
          material  covenant,  obligation or agreement in the Securities or this
          Indenture (other than defaults specified in clause (i) or (ii) above),
          and such default or breach  continues for a period of thirty (30) days
          after  written  notice to the Company by the Trustee or to the Company
          and the Trustee by the Holders of at least 30% in aggregate  principal
          amount of the outstanding Securities; or

               (iv) the  failure  by the  Company  to  observe  or  perform  any
          material covenant, obligation or agreement contained in the Securities
          Purchase  Agreement  or the  Registration  Rights  Agreement  and such
          failure continues for a period of thirty (30) days; or

               (v) a Series G Stock Event of Default (as such term is defined in
          the  Certificate  of  Designations)  has  occurred  and is  continuing
          (including,  without  limitation,  the  Company's  failure  to pay any
          dividend  or the  failure to make any  redemption  payment  that it is
          obligated to make, whether or not such payment is legally  permissible
          or conflicts  with any other  agreement to which the Company or any of
          its Subsidiaries is a party or by which any of its or their respective
          Properties are bound); or

                                       51
<PAGE>

               (vi) any  representation  or warranty  contained in the Financing
          Documents  or  any  writing  furnished  by the  Company  or any of its
          Subsidiaries  to  any  Holder,  contains  any  untrue  statement  of a
          material fact or omits to state a material fact  necessary in order to
          make the  statements  made,  in the light of the  circumstances  under
          which they were made, not misleading; or

               (vii)  failure by the Company or any of its  Subsidiaries  (a) to
          make any payment when due with respect to any other Indebtedness under
          one or more  classes  or  issues  of  Indebtedness  which  one or more
          classes or issues of Indebtedness are in an aggregate principal amount
          of  $1,000,000  or more and,  with respect to  Indebtedness  under the
          Credit Agreement, such failure results in acceleration of the maturity
          thereof; or (b) to perform any term, covenant, condition, or provision
          of one or more  classes  or issues of  Indebtedness  which one or more
          classes or issues of Indebtedness are in an aggregate principal amount
          of $1,000,000 or more, which failure,  in the case of this clause (b),
          results in an acceleration of the maturity thereof; or

               (viii) one or more  judgments,  orders or decrees for the payment
          of  money  in  excess  of  $1,000,000,  either  individually  or in an
          aggregate  amount,  shall be entered against the Company or any of its
          Subsidiaries  or any of their  respective  properties and shall not be
          discharged  and there  shall  have  been a period of thirty  (30) days
          during  which a stay of  enforcement  of such  judgment  or order,  by
          reason of pending appeal or otherwise, shall not be in effect; or

               (ix) any of the  Financing  Documents  ceases to be in full force
          and effect  (other  than as a result of  termination  pursuant  to its
          terms)  or  any  such  Financing  Document  or  any  of  its  material
          provisions  is declared  or asserted to be null and void or  otherwise
          becomes unenforceable in accordance with its terms;

               (x)  the  Company  or  any  Subsidiary   redeems,  or  calls  for
          redemption,  or purchases or enters into any agreement with respect to
          the redemption or purchase, or the holders thereof exercise any rights
          to cause the redemption, of any shares of Series G Preferred Stock;

               (xi)  the  Company  or any  Material  Subsidiary  of the  Company
          pursuant to or within the meaning of any Bankruptcy Law:

                    (A) commences a voluntary case or proceeding with respect to
               itself,

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

                    (C) consents to the  appointment of a Custodian of it or for
               all or any material part of its property,

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

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

                                       52
<PAGE>

                    (F) shall generally not pay its debts when such debts become
               due or shall  admit in  writing  its  inability  to pay its debts
               generally, or

                    (G)  takes any  corporate  action  in  furtherance  of or to
               facilitate, conditionally or otherwise, any of the foregoing; or

               (xii) a court of competent jurisdiction enters a decree, judgment
          or order under any Bankruptcy Law that:

                    (A)  is for  relief  against  the  Company  or any  Material
               Subsidiary of the Company in an involuntary case or proceeding,

                    (B)  appoints a  Custodian  of the  Company or any  Material
               Subsidiary  of the  Company for all or  substantially  all of its
               properties, or

                    (C) orders the  winding-up or  liquidation of the Company or
               any  Material  Subsidiary  of the  Company,  and in each case the
               order or decree  remains  unstayed  and in effect  for sixty (60)
               days; or

               (xiii)  this  Indenture  ceases to be in full force and effect or
          ceases  to give the  Trustee,  an any  material  respect,  the  liens,
          rights, powers and privileges purported to be created thereby, in each
          case, as determined by a court of competent jurisdiction.

     The Company shall,  within sixty (60) days following the end of each of its
first three Fiscal  Quarters,  and within ninety (90) days  following the end of
each of its  Fiscal  Years,  file  with the  Trustee  an  Officers'  Certificate
certifying  that the Company has  performed  all of its  obligations  under this
Indenture  in all  material  respects  and that no Event of Default has occurred
during the  preceding  Fiscal  Quarter or Fiscal Year, as the case may be, or in
the event any such Event of Default has  occurred,  the facts and  circumstances
resulting  in such  Event  of  Default.  The  Company  shall  promptly  upon the
occurrence thereof provide notice to the Trustee of an Event of Default.

     SECTION 6.02. Acceleration.

     If an Event of Default (other than an Event of Default  specified in clause
(xi) or (xii) above with  respect to the Company or any Material  Subsidiary  of
the  Company)  occurs and is  continuing,  then the Trustee or the Holders of at
least thirty  percent  (30%) in aggregate  principal  amount of the  outstanding
Securities  may,  by written  notice to the  Company  and the  Trustee,  and the
Trustee upon the request of the Holders of not less than thirty percent (30%) in
aggregate principal amount of the outstanding  Securities shall, subject in each
case to Section  10.02(e),  declare  the  Principal  of and  accrued  and unpaid
interest,  if any, on all the  Securities on the date of such  declaration to be
due and payable  immediately  together  with an amount equal to the premium that
would be payable if all outstanding  Securities at the time were redeemed by the
Company,  or any Material  Subsidiary  of the  Company,  pursuant to Article III
hereof (the "Default  Amount").  Upon any such  declaration,  the Default Amount
shall become due and payable  immediately.  If an Event of Default  specified in
clause (xi) or (xii) above with respect to the Company occurs and is continuing,

                                       53
<PAGE>

then the Default Amount on all of the Securities  shall ipso facto become and be
immediately  due and payable without any declaration or other act on the part of
the Trustee or any Holder.

     After a declaration of acceleration, the Required Holders may, by notice to
the Trustee,  rescind such declaration of acceleration if all existing Events of
Default have been cured or waived,  other than  nonpayment of the Default Amount
on the Securities  that have become due solely as a result of such  acceleration
and if the  rescission  of  acceleration  would not conflict  with any judgment,
order or decree by a court of competent  jurisdiction.  No such rescission shall
affect any subsequent Default or impair any right consequent thereto.

     SECTION 6.03. Other Remedies.

     If an Event of Default occurs and is continuing,  the Trustee may,  subject
to Section  10.02(e),  pursue any  available  remedy by  proceeding at law or in
equity to collect the payment of Principal of, or interest on the  Securities or
to enforce the  performance of any provision of the Securities or this Indenture
as may be required or permitted thereunder.

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

     SECTION 6.04. Waiver of Past Defaults.

     Subject to Sections 6.02, 6.07 and 9.02, the Required  Holders by notice to
the  Trustee  may  waive  an  existing  Default  or  Event  of  Default  and its
consequences, except a Default in the payment of Principal of or interest on any
Security as  specified  in clauses (i) and (ii) of Section 6.01 or in respect of
any provision  hereof which cannot be modified or amended without the consent of
the Holder so  affected  pursuant  to Section  9.02.  When a Default or Event of
Default is so waived,  it shall be deemed cured and ceases to exist, but no such
waiver  shall  extend to any  subsequent  or other  Default  or impair any right
consequent thereon.

     SECTION 6.05. Control by Required Holders.

     The Required  Holders 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 including,  without  limitation,  any remedies provided
for in Section 6.03. Subject to Section 7.01, however, the Trustee may refuse to
follow any direction  that  conflicts  with any law or this  Indenture  that the
Trustee   determines  may  be  unduly  prejudicial  to  the  rights  of  another
Securityholder, or that may involve the Trustee in personal liability unless the
Trustee has asked for and received indemnification reasonably satisfactory to it
against any loss,  liability or expense caused by its following such  direction;
provided that the Trustee may take any other action deemed proper by the Trustee
which is not inconsistent with such direction.

                                       54
<PAGE>

SECTION 6.06.     Limitation on Suits.

     A  Securityholder  may not pursue any remedy with respect to this Indenture
or the Securities unless:

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

          (b) Holders of at least thirty  percent  (30%) in principal  amount of
     the outstanding  Securities make a written request to the Trustee to pursue
     the remedy;

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

          (d) the Trustee  does not comply with the request  within  thirty (30)
     days after receipt of the request and the offer of indemnity; and

          (e) during  such thirty  (30) day period the  Required  Holders do not
     give the  Trustee a direction  which,  in the  opinion of the  Trustee,  is
     inconsistent with the request.

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

     SECTION 6.07. Rights of Holders To Receive Payment.

     Notwithstanding any other provision of this Indenture,  except as set forth
in Article X, the right of any Holder to  receive  payment of  Principal  of and
interest on a Security,  on or after the respective due dates  expressed in such
Security,  or to bring suit for the  enforcement of any such payment on or after
such respective dates,  shall not be impaired or affected without the consent of
such Holder.

     SECTION 6.08. Collection Suit by Trustee.

     If an Event of Default in payment of  Principal  or interest  specified  in
clause (i) or (ii) of Section  6.01  occurs and is  continuing,  the Trustee may
recover  judgment in its own name and as trustee of an express trust against the
Company or any other obligor on the Securities for the whole amount of Principal
and  accrued  interest  remaining  unpaid,  together  with  interest  on overdue
Principal  and, to the extent that payment of such interest is lawful,  interest
on overdue installments of interest, in each case at the rate per annum borne by
the Securities and such further amount as shall be sufficient to cover the costs
and expenses of  collection,  including the reasonable  compensation,  expenses,
disbursements and advances of the Trustee, its agents and counsel.

     SECTION 6.09. Trustee May File Proofs of Claim.

     The Trustee may file such proofs of claim and other  papers or documents as
may be  necessary  or  advisable  in  order to have the  claims  of the  Trustee
(including  any  claim  for  the  reasonable  compensation,   expenses,   taxes,
disbursements  and  advances of the  Trustee,  its agents and  counsel)  and the
Securityholders  allowed in any judicial  proceedings relating to the Company or
any other obligor upon the Securities,  any of their respective creditors or any
of their respective  property and shall be entitled and empowered to collect and
receive any monies or other  securities or property  payable or deliverable upon

                                       55
<PAGE>

the  conversion  or  exchange of the  Securities  or upon any such claims and to
distribute  the same,  and any  Custodian in any such  judicial  proceedings  is
hereby  authorized by each  Securityholder  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  Securityholders,  to first pay to the Trustee any amount due to
it for the reasonable compensation,  expenses, taxes, disbursements and advances
of the  Trustee,  its agent and counsel,  and any other  amounts due the Trustee
under Section 7.07.  Nothing herein  contained  shall be deemed to authorize the
Trustee to  authorize or consent to or accept or adopt on behalf of any Security
holder  any  plan of  reorganization,  arrangement,  adjustment  or  composition
affecting the  Securities or the rights of any Holder  thereof,  or to authorize
the Trustee to vote in respect of the claim of any  Security  holder in any such
proceeding.

     SECTION 6.10. Priorities.

     If the Trustee collects any money pursuant to this Article VI, it shall pay
out the money in the following order:

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

     Second:  to Holders for  Principal,  interest and premiums  owing under the
Securities,  ratably, according to the amounts due and payable on the Securities
for Principal,  in the following order of priority:  first to any premiums, then
to interest and lastly to Principal; and

     Third:  to the  Company or any other  obligor on the  Securities,  as their
interests may appear, or as a court of competent jurisdiction may direct.

     The Trustee,  upon prior  notice to the Company,  may fix a record date and
payment date for any payment to Securityholders pursuant to this Section 6.10.

     SECTION 6.11. Undertaking for Costs.

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

     SECTION 6.12. Rights and Remedies Cumulative.

     No right or remedy herein  conferred  upon or reserved to the Trustee or to
the Holders is intended to be exclusive of any other right or remedy,  and every
right and remedy shall,  to the extent  permitted by law, be  cumulative  and in
addition to every other right and remedy  given  hereunder  or now or  hereafter
existing at law or in equity or  otherwise.  The  assertion or employment of any

                                       56
<PAGE>

right or remedy  hereunder,  or  otherwise,  shall not  prevent  the  concurrent
assertion or employment of any other appropriate right or remedy.

     SECTION 6.13. Delay or Omission Not Waiver.

     No delay or  omission  by the  Trustee or by any Holder of any  Security to
exercise any right or remedy  arising upon any Event of Default shall impair the
exercise of any such right or remedy or constitute a waiver of any such Event of
Default.  Every  right  and  remedy  given by this  Article  VI or by law to the
Trustee or to the Holders may be  exercised  from time to time,  and as often as
may be deemed expedient, by the Trustee or by the Holders, as the case may be.

                                  ARTICLE VII.

                                    TRUSTEE

     The Trustee  hereby accepts the trust imposed upon it by this Indenture and
covenants and agrees to perform the same, as herein expressed.

     SECTION 7.01. Duties of Trustee.

          (a)  If a  Default  or  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 its
     exercise  thereof  as a  prudent  person  would  exercise  or use under the
     circumstances in the conduct of his own affairs.

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

               (i)  The  Trustee   need   perform   only  those  duties  as  are
          specifically  set  forth  in  this  Indenture  and no  others,  and no
          covenants or  obligations  shall be implied in this Indenture that are
          adverse to the Trustee.

               (ii) In the  absence of bad faith on its part,  the  Trustee  may
          conclusively  rely,  as  to  the  truth  of  the  statements  and  the
          correctness of the opinions  expressed  therein,  upon certificates or
          opinions  furnished to the Trustee and conforming to the  requirements
          of this Indenture. However, the Trustee shall examine the certificates
          and  opinions  to  determine  whether  or  not  they  conform  to  the
          requirements of this Indenture but need not verify the accuracy of the
          contents thereof.

          (c)  The  Trustee  may  not be  relieved  from  liability  for its own
     negligent  action,  its own  negligent  failure to act,  or its own willful
     misconduct, except that:

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

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

                                       57
<PAGE>

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

          (d) The Trustee  may refuse to perform any duty or exercise  any right
     or power unless it receives indemnity reasonably satisfactory to it against
     any loss, liability or expense.

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

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

     SECTION 7.02.     Rights of Trustee.

     Subject to Section 7.01:

          (a) The  Trustee  may rely and shall be fully  protected  in acting or
     refraining  from acting upon any document  believed by it to be genuine and
     to have been signed or presented by the proper person. The Trustee need not
     investigate any fact or matter stated in the document.

          (b) Before the Trustee acts or refrains  from  acting,  it may consult
     with  counsel and may  require an  Officers'  Certificate  or an Opinion of
     Counsel,  which  shall  conform to  Sections  11.04 and 11.05  hereof.  The
     Trustee  shall  not be liable  for any  action it takes or omits to take in
     good faith in reliance on such certificate or opinion.

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

          (d) The Trustee may act through its attorneys and agents and shall not
     be  responsible  for the  misconduct or negligence of any agent (other than
     the negligence or misconduct of an agent who is an employee of the Trustee)
     appointed with due care.

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

          (f) The Trustee shall not be bound to make any investigation  into the
     facts  or  matters  stated  in  any  resolution,   certificate,  statement,
     instrument,  opinion,  notice,  request,  direction,  consent, order, bond,

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     debenture,  or other paper or document, but the Trustee, in its discretion,
     may make such further inquiry or  investigation  into such facts or matters
     as it may see fit, and, if the Trustee shall determine to make such further
     inquiry or investigation,  it shall be entitled,  upon reasonable notice to
     the Company,  to examine the books,  records,  and premises of the Company,
     personally or by agent or attorney.

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

     SECTION 7.03.     Individual Rights of Trustee.

     The Trustee in its individual or any other capacity may become the owner or
pledgee of Securities and may otherwise deal with the Company, any Subsidiary of
the Company or their respective Affiliates with the same rights it would have if
it were not Trustee.  Any Agent may do the same with like rights.  However,  the
Trustee must comply with Sections 7.10 and 7.11 hereof.

     SECTION 7.04. Trustee's Disclaimer.

     The Trustee makes no  representation as to the validity or adequacy of this
Indenture or the Securities.  Further,  the Trustee shall not be accountable for
the Company's use of the proceeds from the  Securities,  nor be responsible  for
any  statement  in the  Securities  other  than  the  Trustee's  certificate  of
authentication.

     SECTION 7.05. Notice of Default.

     If a Default or an Event of Default  occurs and is continuing  and if it is
known to the Trustee,  the Trustee shall mail to each  Securityholder,  as their
names and addresses appear on the Securityholder  list described in Section 2.05
hereof,  notice of the Default or Event of Default within thirty (30) days after
such Default or Event of Default has  occurred,  unless such Default or Event of
Default  shall have been cured or waived.  Except in the case of a Default or an
Event of Default in payment of Principal of or interest on, any Security,  and a
Default or Event of  Default  that  resulted  from the  failure  to comply  with
Section 4.17, 4.18 or 5.01 hereof, the Trustee may withhold the notice if and so
long as its  Board  of  Directors,  the  executive  committee  of its  Board  of
Directors or a committee of its  directors  and/or Trust  Officers in good faith
determines   that   withholding   the   notice  is  in  the   interest   of  the
Securityholders.

     SECTION 7.06. Reports by Trustee to Holders.

     If required by law, within sixty (60) days after each May 15 beginning with
the May 15 following the date of this  Indenture,  the Trustee shall mail to the
Holders,  at the Company's  expense,  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

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report need be transmitted). The Trustee also shall comply with TIA ss.313(b)(2)
to the extent applicable. The Trustee shall also transmit by mail all reports as
required by TIA ss.313(c).

     A copy of each report at the time of its mailing to Holders  shall be filed
with the SEC and each  stock  exchange  or market on which  the  Securities  are
listed or quoted.  The Company shall notify the Trustee when the  Securities are
listed on any stock exchange or quoted on any market.

     SECTION 7.07. Compensation and Indemnity.

     The  Company  shall  pay  to the  Trustee  from  time  to  time  reasonable
compensation  for  all  services   rendered  by  it  hereunder.   The  Trustee's
compensation  shall not be limited by any law on compensation of a trustee of an
express trust.  The Company shall reimburse the Trustee upon request for all tax
obligations  imposed on the Trustee related to this Indenture and all reasonable
out-of-pocket  expenses  incurred or made by it. Such expenses shall include the
reasonable fees and expenses of the Trustee's agents, compensation and counsel.

     The Company  shall  indemnify the Trustee and its agents for, and hold them
harmless  against,  any loss,  liability  or expense  incurred  by them  without
negligence,  bad faith or willful misconduct on their part, arising out of or in
connection with the  administration of this trust including the reasonable costs
and expenses of enforcing this Indenture against the Company  (including Section
7.07 hereof) and of defending  themselves against any claim (whether asserted by
any Security holder or the Company) or liability in connection with the exercise
or performance of any of their rights,  powers or duties hereunder.  The Trustee
shall notify the Company  promptly of any claim asserted against the Trustee for
which it may seek indemnity.  The Company shall defend the claim and the Trustee
shall  cooperate in the defense.  The Trustee may have separate  counsel and the
Company shall pay the  reasonable  fees and expenses of such  counsel;  provided
that the  Company  will not be  required  to pay such fees and  expenses if they
assume the  Trustee's  defense and there is no conflict of interest  between the
Company and the Trustee in connection with such defense as reasonably determined
by the  Trustee.  The Company need not pay for any  settlement  made without its
written consent. The Company need not reimburse any expense or indemnify against
any  loss or  liability  to the  extent  incurred  by the  Trustee  through  its
negligence, bad faith or willful misconduct.

     To secure the  Company's  payment  obligations  in this Section  7.07,  the
Trustee shall have a lien prior to the Securities on all assets or money held or
collected by the Trustee,  in its  capacity as Trustee,  except  assets or money
held in trust to pay Principal of or interest on Securities.

     When the  Trustee  incurs  expenses or renders  services  after an Event of
Default  specified in Section  6.01(xi) or (xii)  occurs,  such expenses and the
compensation   for  such  services  are  intended  to  constitute   expenses  of
administration under any Bankruptcy Law.

     SECTION 7.08. Replacement of Trustee.

     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.

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<PAGE>

     The  Trustee  may resign by so  notifying  the  Company in writing at least
thirty  (30)  days  prior to the  date of the  proposed  resignation;  provided,
however,  that no such resignation  shall be effective until a successor Trustee
has accepted its appointment pursuant to this Section 7.08. The Required Holders
may remove the  Trustee by so  notifying  the  Company  and the  Trustee and may
appoint a successor Trustee with the Company's  consent.  The Company may remove
the Trustee if:

          (a) the Trustee fails to comply with Section 7.01 or 7.10;

          (b) 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;

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

          (d) the Trustee becomes incapable of acting.

     If the Trustee  resigns or is removed or if a vacancy  exists in the office
of Trustee for any reason,  the Company  shall  notify each Holder of such event
and shall promptly  appoint a successor  Trustee.  Within one (1) year after the
successor  Trustee  takes office,  the Required  Holders may appoint a successor
Trustee to replace the successor Trustee appointed by the Company.

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

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

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

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

     SECTION 7.09. Successor Trustee by Merger, Etc.

     If the Trustee consolidates with, merges or converts into, or transfers all
or  substantially  all of its corporate trust business to, another  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.

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<PAGE>

     SECTION 7.10. Eligibility: Disqualification.

     This Indenture shall always have a Trustee who satisfies the requirement of
TIA ss.ss.310(a)(1) and 310(a)(5).  The Trustee (or in the case of a corporation
included in a bank holding  company  system,  the related bank holding  company)
shall always have a combined capital and surplus of at least $500,000,000 as set
forth in its most recent published annual report of condition.  In addition,  if
the Trustee is a  corporation  included in a bank holding  company  system,  the
Trustee,  independently  of such bank  holding  company,  shall meet the capital
requirements  of TIA  ss.310(a)(2).  The Trustee shall comply with TIA ss.310(b)
including  the  optional  provision  permitted  by the  second  sentence  of TIA
ss.309(b)(9); provided, however, that there shall be excluded from the operation
of TIA ss.310(b)(1) any indenture or indentures under which other securities, or
certificates of interest or  participation in other  securities,  of the Company
are  outstanding,  if the  requirements  for  such  exclusion  set  forth in TIA
ss.310(b)(1) are met.

     SECTION 7.11. Preferential Collection of Claims Against Company.

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

                                 ARTICLE VIII.

                       DISCHARGE OF INDENTURE; DEFEASANCE

     SECTION 8.01. Discharge of Indenture.

     This  Indenture  shall  cease  to be of  further  effect  (except  that the
Company's  obligations  under Sections 7.07,  8.04 and 8.05 shall survive) as to
all outstanding  Securities when all such Securities  theretofore  authenticated
and  delivered  (except  lost,  stolen or destroyed  Securities  which have been
replaced or paid and Securities  for the payment of which money has  theretofore
been  deposited  in trust or  segregated  and held in trust by the  Company  and
thereafter  repaid to the  Company  or  discharged  from such  trust)  have been
delivered  to the  Trustee  for  cancellation  and the Company has paid all sums
payable hereunder. In addition, the Company may terminate all of its obligations
under this Indenture (except the Company's obligations under Sections 7.07, 8.04
and 8.05) if:

          (a) either (i)  pursuant and subject to  compliance  with Article III,
     the Company  shall have given  notice to the Trustee and mailed a notice of
     redemption  to each Holder of the  redemption  of all of the  Securities or
     (ii) all  Securities  have  otherwise  become due and payable in accordance
     with the terms of this Indenture (including the provisions of Article X).

          (b) the  Company  shall  have  irrevocably  deposited  or caused to be
     deposited with the Trustee or a trustee satisfactory to the Trustee,  under
     the  terms  of  an  irrevocable  trust  agreement  in  form  and  substance
     satisfactory to the Trustee, as trust funds in trust solely for the benefit
     of the  Holders for that  purpose,  U.S.  Legal  Tender  sufficient  to pay
     Principal  of and  interest,  if  any,  on the  outstanding  Securities  to
     redemption;   provided  that  the  Trustee  shall  have  been   irrevocably

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<PAGE>

     instructed to apply such U.S. Legal Tender to the payment of said Principal
     and interest with respect to the Securities;

          (c) the  Company  shall have  delivered  to the  Trustee an  Officers'
     Certificate  and an Opinion of Counsel,  each stating  that all  conditions
     precedent  providing for the termination of the Company's  obligation under
     the Securities and this Indenture have been complied with; and

          (d) the Company shall have paid all sums payable by it hereunder.

     Notwithstanding  the  foregoing  paragraph,  the Company's  obligations  in
Sections 2.03,  2.04,  2.05,  2.06, 2.07, 4.01, 4.02, 7.07, 7.08, 8.03, 8.04 and
8.05 hereof shall survive until the Securities are no longer outstanding.  After
the Securities are no longer outstanding,  the Company's obligations in Sections
7.07, 8.04 and 8.05 hereof shall survive.

     After such delivery or  irrevocable  deposit the Trustee upon request shall
acknowledge  in writing the  discharge of the  Company's  obligations  under the
Securities and this Indenture except for those surviving  obligations  specified
above.

     SECTION 8.02. Legal Defeasance and Covenant Defeasance.

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

          (b) Upon the  Company's  exercise  under  paragraph  (a) of the option
     applicable to this  paragraph (b), the Company shall be deemed to have been
     released  and  discharged  from  its   obligations   with  respect  to  the
     outstanding  Securities on the date the  conditions  set forth in paragraph
     (d)  below  are  satisfied  (hereinafter,  "legal  defeasance").  For  this
     purpose,  such legal  defeasance  means that the Company shall be deemed to
     have  paid  and  discharged  the  entire  indebtedness  represented  by the
     outstanding   Securities,   which   shall   thereafter   be  deemed  to  be
     "outstanding"  only for the purposes of  paragraph  (e) below and the other
     Sections of and matters  under this  Indenture  referred to in (i) and (ii)
     below,  and  to  have  satisfied  all  its  other  obligations  under  such
     Securities and this Indenture insofar as such Securities are concerned (and
     the  Trustee,  at  the  expense  of  the  Company,   shall  execute  proper
     instruments  acknowledging the same),  except for the following which shall
     survive until otherwise terminated or discharged hereunder:  (i) the rights
     of Holders of outstanding  Securities to receive solely from the trust fund
     described  in  paragraph  (d)  below  and as more  fully  set forth in such
     paragraph,  payments in respect of the  Principal  of and  interest on such
     Securities when such payments are due, (ii) the Company's  obligations with
     respect to such Securities  under Sections 2.03,  2.04,  2.05,  2.06, 2.07,
     4.02, 7.07, 7.08,  8.03, 8.04 and 8.05, (iii) the rights,  powers,  trusts,
     duties and immunities of the Trustee hereunder, and (iv) this Section 8.02.
     Subject to compliance  with this Section 8.02, the Company may exercise its
     option under this paragraph (b)  notwithstanding  the prior exercise of its
     option under paragraph (c) below with respect to the Securities.

          (c) Upon the  Company's  exercise  under  paragraph  (a) of the option
     applicable  to this  paragraph  (c),  the  Company  shall be  released  and
     discharged from its obligations  under any covenant  contained in Article V

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<PAGE>

     and  in  Sections  4.11  through  4.19  with  respect  to  the  outstanding
     Securities on and after the date the  conditions set forth in paragraph (d)
     below  are  satisfied  (hereinafter,   "covenant   defeasance"),   and  the
     Securities  shall  thereafter  be  deemed to be not  "outstanding"  for the
     purpose of any direction,  waiver, consent or declaration or act of Holders
     (and the  consequences  of any thereof) in connection  with such covenants,
     but shall  continue  to be  deemed  "outstanding"  for all  other  purposes
     hereunder.  For this purpose,  such covenant  defeasance  means that,  with
     respect to the outstanding Securities,  the Company may omit to comply with
     and shall have no liability in respect of any term, condition or limitation
     set forth in any such covenant,  whether directly or indirectly,  by reason
     of any reference  elsewhere herein to any such covenant or by reason of any
     reference  in any such  covenant  to any other  provision  herein or in any
     other  document and such omission to comply shall not  constitute a Default
     or an Event of Default under Section 6.01, but, except as specified  above,
     the  remainder of this  Indenture and such  Securities  shall be unaffected
     thereby.

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

               (i) the Company shall  irrevocably have deposited or caused to be
          deposited  with  the  Trustee  (or  another  trustee   satisfying  the
          requirements  of  Section  7.10 who  shall  agree to  comply  with the
          provisions  of this Section 8.02  applicable  to it) as trust funds in
          trust for the purpose of making the following  payments,  specifically
          pledged as security for, and  dedicated  solely to, the benefit of the
          Holders of such Securities, (A) U.S. Legal Tender in an amount, or (B)
          U.S.  Government  Obligations  which through the scheduled  payment of
          Principal of and interest in respect  thereof in accordance with their
          terms will provide  (without giving effect to the  reinvestment of any
          interest  thereon),  not later than one (1) day before the due date of
          any  payment,  U.S.  Legal Tender in an amount,  or (C) a  combination
          thereof, sufficient, in the opinion of a nationally recognized firm of
          independent  public accountants  expressed in a written  certification
          thereof delivered to the Trustee, to pay and discharge and which shall
          be applied by the  Trustee  (or other  qualifying  trustee) to pay and
          discharge Principal of and interest, on the outstanding  Securities on
          the Maturity  Date of such  principal or  installment  of principal or
          interest in  accordance  with the terms of this  Indenture and of such
          Securities;  provided,  however, that the Trustee (or other qualifying
          trustee) shall have received an irrevocable  Company Order instructing
          the Trustee  (or other  qualifying  trustee) to apply such U.S.  Legal
          Tender or the  proceeds of such U.S.  Government  Obligations  to said
          payments with respect to the Securities;

               (ii) no Default or Event of Default or event which with notice or
          lapse of time or both  would  become a Default  or an Event of Default
          with respect to the  Securities  shall have occurred and be continuing
          on the date of such  deposit  or, in so far as Sections  6.01(xi)  and
          (xii) are concerned,  at any time during the period ending on the 91st
          day after the date of such  deposit  (it  being  understood  that this
          condition  shall not be deemed  satisfied until the expiration of such
          period);

               (iii) such legal  defeasance  or  covenant  defeasance  shall not
          result in a breach or violation  of, or  constitute a Default or Event
          of Default under,  this Indenture or any other agreement or instrument
          to which the Company or any of its Subsidiaries is a party or by which
          any of them is bound;

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<PAGE>

               (iv) in the case of an election  under  paragraph (b) above,  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  shall   confirm  that,   the  Holders  of  the
          outstanding  Securities  will not recognize  income,  gain or loss for
          Federal  income tax purposes as a result of such legal  defeasance and
          will be subject to Federal income tax on the same amounts, in the same
          manner and at the same times as would have been the case if such legal
          defeasance had not occurred;

               (v) in the case of an election  under  paragraph  (c) above,  the
          Company  shall have  delivered to the Trustee an Opinion of Counsel to
          the effect that the  Holders of the  outstanding  Securities  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;

               (vi) in the case of an election under either paragraph (b) or (c)
          above,  an Opinion of Counsel to the effect that,  (x) the trust funds
          will not be subject  to any  rights of any other  holders of any other
          Indebtedness  of the Company after the 91st day following the deposit,
          and (y) after the 91st day following the deposit, the trust funds will
          not be subject to the effect of any applicable Bankruptcy Law;

               (vii)  the  Company  shall  have  delivered  to  the  Trustee  an
          Officers' Certificate and an Opinion of Counsel, each stating that (A)
          all  conditions  precedent  provided  for relating to either the legal
          defeasance under paragraph (b) above or the covenant  defeasance under
          paragraph (c) above,  as the case may be, have been complied with; and
          (B) if any  other  Indebtedness  of the  Company  (including,  without
          limitation,  the Senior Indebtedness) shall then be outstanding,  such
          legal  defeasance will not violate the provisions of the agreements or
          instruments evidencing such Indebtedness; and

               (viii)  the  Company  shall  have  delivered  to the  Trustee  an
          Officers'  Certificate  stating  that the  deposit was not made by the
          Company with the intent of  preferring  the Holders of the  Securities
          over other  creditors of the Company or with the intent of  defeating,
          hindering, delaying or defrauding creditors of the Company or others.

          (e) All money and U.S. Government  Obligations (including the proceeds
     thereof)   deposited  with  the  Trustee  (or  other  qualifying   trustee,
     collectively for purposes of this paragraph (e), the "Trustee") pursuant to
     paragraph (d) above in respect of the outstanding  Securities shall be held
     in trust and applied by the Trustee,  in accordance  with the provisions of
     such  Securities and this  Indenture,  to the payment,  either  directly or
     through any Paying  Agent as the Trustee may  determine,  to the Holders of
     such  Securities  of all sums due and to become  due  thereon in respect of
     Principal,  and interest,  but such money need not be segregated from other
     funds except to the extent required by law.

     The Company  shall pay and  indemnify  the Trustee  against any tax, fee or
other  charge  imposed on or assessed  against the U.S.  Government  Obligations
deposited pursuant to paragraph (d) above or the Principal and interest received

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<PAGE>

in respect  thereof other than any such tax, fee or other charge which by law is
for the account of the Holders of the outstanding Securities.

     Anything in this Section 8.02 to the contrary notwithstanding,  the Trustee
shall  deliver  or pay to the  Company  from time to time upon the  request,  in
writing, by the Company any money or U.S.  Government  Obligations held by it as
provided in paragraph (d) above which, in the opinion of a nationally recognized
firm of  independent  public  accountants  expressed in a written  certification
thereof  delivered to the  Trustee,  are in excess of the amount  thereof  which
would then be required to be deposited to effect an equivalent  legal defeasance
or covenant defeasance.

     SECTION 8.03. Application of Trust Money.

     The  Trustee  shall  hold in trust  U.S.  Legal  Tender or U.S.  Government
Obligations  deposited  with it pursuant to  Sections  8.01 and 8.02,  and shall
apply the  deposited  U.S.  Legal  Tender and the U.S.  Legal  Tender  from U.S.
Government  Obligations  in  accordance  with this  Indenture  to the payment of
Principal of and interest on the Securities.

     SECTION 8.04. Repayment to Company.

     Subject to Sections  7.07,  8.01 and 8.02,  the Trustee  shall,  subject to
Article X,  promptly  pay to the  Company,  upon  receipt  by the  Trustee of an
Officers' Certificate,  any excess money, determined in accordance with Sections
8.02(d)(i)  and (e),  held by it at any time.  The Trustee and the Paying  Agent
shall pay to the Company upon receipt by the Trustee or the Paying Agent, as the
case may be, of an Officers'  Certificate,  any money held by it for the payment
of Principal or interest  that remains  unclaimed  for two (2) years,  provided,
however, that the Trustee and the Paying Agent before being required to make any
payment may, but need not, at the expense of the Company,  cause to be published
once in a newspaper  of general  circulation  in The City of New York or mail to
each Holder entitled to such money notice that such money remains  unclaimed and
that after a date  specified  therein,  which shall be at least thirty (30) days
from the date of such  publication  or mailing,  any  unclaimed  balance of such
money  then  remaining  will be  repaid to the  Company.  After  payment  to the
Company,  Securityholders  entitled to money must look solely to the Company for
payment  as  general  creditors  unless an  applicable  abandoned  property  law
designates another person.

     SECTION 8.05. Reinstatement.

     If the Trustee or Paying Agent is unable to apply any U.S.  Legal Tender or
U.S.  Government  Obligations in accordance with this Indenture by reason of any
legal  proceeding  or by  reason  of any  order  or  judgment  of any  court  or
governmental  authority  enjoining,  restraining or otherwise  prohibiting  such
application,  then and only then the Company's  obligations under this Indenture
and the Securities shall be revived and reinstated as though no deposit had been
made pursuant to this  Indenture  until such time as the Trustee is permitted to
apply all such U.S.  Legal Tender or U.S.  Government  Obligations in accordance
with this Indenture; provided, however, that if the Company has made any payment
of Principal of or interest on of any Securities because of the reinstatement of
its obligations, the Company shall be subrogated to the rights of the Holders of
such  Securities  to receive  such  payment  from the U.S.  Legal Tender or U.S.
Government Obligations held by the Trustee or Paying Agent.

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<PAGE>

     SECTION 8.06. Acknowledgment of Discharge by Trustee.

     After (i) the  conditions  of Section  8.02 have been  satisfied,  (ii) the
Company has paid or caused to be paid all other sums  payable  hereunder  by the
Company,  and (iii) the  Company  has  delivered  to the  Trustee  an  Officers'
Certificate  and an  Opinion  of  Counsel,  each  stating  that  all  conditions
precedent  referred  to in clause (i) above  relating  to the  satisfaction  and
discharge of this  Indenture  have been complied  with, the Trustee upon written
request shall acknowledge in writing the discharge of the Company's  obligations
under this Indenture except for those surviving obligations specified in Section
8.01.

                                  ARTICLE IX.

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

     SECTION 9.01. Without Consent of Holders.

     The Company,  when  authorized  by its Board  Resolution,  and the Trustee,
together,  may  without  notice to or the consent of any  Securityholder  amend,
waive or supplement this Indenture or the Securities:

               (i) to cure any ambiguity, defect or inconsistency or to make any
          other  provisions  with respect to matters or questions  arising under
          this  Indenture;  provided that such action does not adversely  affect
          the rights of any Holder;

               (ii) to add to the  covenants  of the  Company for the benefit of
          the Holders,  or to surrender any right or power herein conferred upon
          the Company,  or to provide any  additional  rights or benefits to the
          Holders;

               (iii)  to  evidence  the  succession  of  another  person  to the
          Company,  and the assumption by any such successor of the  obligations
          of the Company herein and in the Securities in accordance with Article
          V;

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

               (v) to make any other change that does not  adversely  affect the
          rights of any Securityholders hereunder;

               (vi) to comply with the TIA; or

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

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provided that the Company has delivered to the Trustee an Opinion of Counsel and
an  Officers'  Certificate,  each  stating  that such  amendment  or  supplement
complies with the provisions of this Section 9.01.

     SECTION 9.02. With Consent of Holders.

     Subject  to  Section  6.07,  the  Company  when  authorized  by  its  Board
Resolution,  and the Trustee, together, with the written consent of the Required
Holders,  may amend or  supplement  this  Indenture or the  Securities,  without
notice  to any other  Securityholders.  However,  without  the  consent  of each
Securityholder affected, no amendment,  supplement or waiver, including a waiver
pursuant to Section 6.04, may:

               (i) reduce the  principal  amount of any Security or premium,  if
          any, with respect thereto;

               (ii)  change the  Maturity  Date of, or alter the  redemption  or
          repurchase  or other  provisions of the  Securities,  in a manner that
          adversely affects the rights of any Holder;

               (iii) reduce the  percentage in principal  amount  outstanding of
          Securities which must consent to an amendment, supplement or waiver or
          consent to take any action under this Indenture or the Securities;

               (iv) impair the right to institute  suit for the  enforcement  of
          any payment on or with respect to the Securities;

               (v) make any  changes  in the  provisions  concerning  waivers of
          Defaults  or Events of Default by  Holders  of the  Securities  or the
          rights of  Holders  to  recover  the  principal  of,  interest  on, or
          redemption payment with respect to, any Security;

               (vi)  make  any  change  in  or  affecting  the  ranking  of  the
          Securities with respect to any other  obligation of the Company or any
          Subsidiary in a way that adversely affects the rights of any Holder;

               (vii) reduce the interest  rate or extend the time for payment of
          interest, if any, on the Securities;

               (viii) make the  principal of,  premium,  if any, or the interest
          on, any Security payable with anything,  at any place of payment or in
          any  manner  other  then as  provided  for in this  Indenture  and the
          Security as in effect on the date hereof;

               (ix) following the mailing of a Change of Control  Offer,  modify
          the  provisions  of this  Indenture  with  respect  to such  Change of
          Control Offer in a manner adverse to any Holder; or

               (x) make  any  changes  in this  Section  9.02 in a  manner  that
          adversely affects the rights of any Holder.

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

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

     SECTION 9.03. Compliance with TIA.

     Every  amendment,  waiver or supplement of this Indenture or the Securities
shall comply with the TIA as then in effect.

     SECTION 9.04. Revocation and Effect of Consents.

     Until an amendment, waiver or supplement becomes effective, a consent to it
by a Holder is a continuing consent by the Holder and every subsequent Holder of
a  Security  or  portion  of a  Security  that  evidences  the same  debt as the
consenting Holder's Security, even if notation of the consent is not made on any
Security.  However,  prior to becoming effective,  any such Holder or subsequent
Holder may revoke the consent as to his  Security or portion of his  Security by
notice to the  Trustee or the  Company if such notice is received by the Trustee
or the  Company  before  the date on which the  Trustee  receives  an  Officers'
Certificate  certifying  that the Holders of the requisite  principal  amount of
Securities  have  consented  (and not  theretofore  revoked such consent) to the
amendment,  supplement  or waiver.  Notwithstanding  the above,  nothing in this
paragraph  shall impair the right of any  Securityholder  under ss.316(b) of the
TIA.

     The Company may,  but shall not be obligated  to, fix a record date for the
purpose of  determining  the  Holders  entitled  to  consent  to any  amendment,
supplement or waiver. If a record date is fixed, then  notwithstanding  the last
sentence of the immediately preceding paragraph,  those persons who were Holders
at such record date (or their duly designated proxies),  and only those persons,
shall be entitled to revoke any consent  previously  given,  whether or not such
persons  continue to be Holders after such record date. No such consent shall be
valid or effective  for more than ninety (90) days after such record date unless
consents from Holders of the principal amount of Securities  required  hereunder
for such  amendment,  supplement or waiver to be effective shall have been given
and not revoked within such ninety (90) day period.

     After an amendment,  supplement or waiver becomes effective,  it shall bind
every  Securityholder,  unless it makes a change described in any of clauses (i)
through (x) of Section 9.02, in which case, the amendment,  supplement or waiver
shall bind only each  Holder of a  Security  who has  consented  to it and every
subsequent Holder of a Security or portion of a Security that evidences the same
debt as the  consenting  Holder's  Security;  provided,  however,  that any such
waiver shall not impair or affect the right of any Holder to receive  payment of
Principal of and interest on a Security,  on or after the  respective  dates set

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<PAGE>

for such  amounts to become due and payable  expressed in such  Security,  or to
bring suit for the  enforcement of any such payment on or after such  respective
dates.

     SECTION 9.05. Notation on or Exchange of Securities.

     If an amendment,  supplement or waiver changes the terms of a Security, the
Trustee may require  the Holder of the  Security to deliver the  Security to the
Trustee. The Trustee may place an appropriate notation on the Security about the
changed  terms and return the  Security  to the  Holder.  Alternatively,  if the
Company or the Trustee so  determines,  the Company in exchange for the Security
shall issue and the Trustee shall  authenticate a new Security that reflects the
changed terms.  Failure to make the appropriate notation or issue a new Security
shall not  affect  the  validity  and effect of such  amendment,  supplement  or
waiver.

     SECTION 9.06. Trustee To Sign Amendments, Etc.

     Subject to the next  sentence,  the Trustee  shall  execute any  amendment,
supplement or waiver authorized pursuant to this Article IX, provided,  however,
that the Trustee may, but shall not be obligated to, execute any such amendment,
supplement  or  waiver  which  affects  the  Trustee's  own  rights,  duties  or
immunities under this Indenture.  The Trustee shall be entitled to receive,  and
shall be fully protected in relying upon, an Opinion of Counsel and an Officers'
Certificate  each stating that the  execution of any  amendment,  supplement  or
waiver is authorized or permitted by this Indenture.

                                   ARTICLE X.

                                 SUBORDINATION

     SECTION 10.01. Securities Subordinated to Senior Indebtedness.

     The Company covenants and agrees,  and each Holder (and each Person holding
any  Security,  whether upon original  issue,  or upon  transfer,  assignment or
exchange  thereof)  of the  Securities,  by  its  acceptance  thereof,  likewise
covenants and agrees that:  (i) all  Securities  shall be issued  subject to the
provisions of this Article X; (ii) the payment of the Principal of, and interest
on, the Securities by the Company shall,  to the extent and in the manner herein
set forth, be  subordinated  and junior in right of payment to the prior payment
in full, in cash or Cash Equivalents, of the Senior Indebtedness;  and (iii) the
subordination is for the benefit of, and shall be relied upon and be enforceable
directly  by, the  holders of Senior  Indebtedness.  The Company and each Holder
hereby agree not to amend,  modify or change in any manner any provision of this
Article X (and any  defined  term used in this  Article X) so that the terms and
conditions hereof, as so amended, modified or changed, are less favorable to the
holders  of the  Senior  Indebtedness  and their  Representative  than the terms
hereof on the Issue Date,  without the prior  written  consent of the  necessary
holders of Senior Indebtedness as required under the Credit Agreement.

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     SECTION 10.02. Suspension of Payment on Securities in Certain Events.

          (a) If (i) any default  occurs and is continuing  after the expiration
     of any applicable  cure period (each a "Senior Debt Payment  Default"),  in
     the  payment  when  due,  whether  at  maturity,  upon any  redemption,  by
     declaration  or  otherwise,  of any Principal of, or interest on the Senior
     Indebtedness,  or fees or other  amounts  due under the terms of the Credit
     Agreement,  and  (ii)  the  Representative  of the  holders  of the  Senior
     Indebtedness  gives written notice (a "Default Notice") of such Senior Debt
     Payment  Default to the  Trustee,  then no payment of any kind or character
     shall be made by or on behalf  of the  Company  or any other  Person on its
     behalf with  respect to any  Principal  of, or interest on or fees or other
     amounts due with respect to, the  Securities  or to redeem,  repurchase  or
     otherwise  acquire any of the Securities for cash or property or otherwise,
     until  such  payment  is made in full or Senior  Payment  Default  has been
     cured, waived or has ceased to exist.

          (b) If (i) any  event of  default  other  than a Senior  Debt  Payment
     Default  (a "Senior  Debt Other  Default")  occurs and is  continuing  with
     respect to the Senior  Indebtedness,  as such Senior Debt Other  Default is
     defined in the instrument creating or evidencing such Senior  Indebtedness,
     permitting  the  holders of such  Senior  Indebtedness  to  accelerate  the
     maturity thereof,  and (ii) the Representative of the holders of the Senior
     Indebtedness gives a Default Notice to the Trustee,  then until the earlier
     of (A) the Trustee receiving notice from the  Representative of the holders
     of the Senior  Indebtedness  terminating  the  Blockage  Period (as defined
     below),  (B) the date on which the Senior Debt Other Default giving rise to
     the Blockage Period is cured or waived,  or (C) 180 days after the delivery
     of such Default Notice (the "Blockage Period"), neither the Company nor any
     other  Person on its behalf shall make any payment of any kind or character
     with respect to any  Principal of, or interest on, or fees or other amounts
     due with  respect to the  Securities,  or redeem,  repurchase  or otherwise
     acquire any of the Securities for cash or property or otherwise;  provided,
     however,  that if such  Senior  Indebtedness  has not been  accelerated  or
     become the subject of judicial proceedings within the Blockage Period, then
     the Company shall resume making any and all required payments in respect of
     the Securities.  At the expiration or termination,  as applicable,  of such
     Blockage  Period the Company shall promptly pay to the Trustee all sums not
     paid  during  such  Blockage  Period  as a result of this  subsection  (b).
     Notwithstanding  anything  herein  to  the  contrary,  in no  event  will a
     Blockage  Period  extend  beyond 180 days from the date of the Senior  Debt
     Other Default and only one such Blockage Period may be commenced within any
     period of 360  consecutive  days.  No Senior  Debt  Other  Default or event
     which,  with the giving of notice and/or lapse of time or otherwise,  would
     become  a  Senior  Debt  Other  Default  which  existed  on the date of the
     commencement  of  such  Blockage  Period,  may be  used  as the  basis  for
     declaring  any  subsequent  Blockage  Period  unless such Senior Debt Other
     Default or event,  as the case may be, shall in the interim have been cured
     or waived for a period of not less than ninety (90) consecutive days.

          (c) In the event  that,  notwithstanding  the  foregoing,  any payment
     shall be  received  by the  Trustee  or any  Holder  when such  payment  is
     prohibited by Sections 10.02(a) and (b), then unless and until such payment
     is no longer  prohibited by this Section 10.02,  such payment shall be held
     in trust for the benefit of, and shall as soon  practicable be paid over or
     delivered to, the Representative of the holders of the Senior Indebtedness.
     No amount paid by the Company,  or any other  Person on its behalf,  to the
     Trustee or any Holder of the  Securities,  and paid over by such  Person to

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<PAGE>

     the  Representative of the holders of the Senior  Indebtedness  pursuant to
     this  Article X shall,  as  between  the  Company  and the  Holders  of the
     Securities,  be deemed a payment  by the  Company  to or on  account of any
     payments due in respect of the Securities.

          (d) The Company shall give prompt written notice to the Trustee of any
     Senior Debt  Payment  Default or any Senior Debt Other  Default,  under the
     Senior  Indebtedness  or under  any  agreement  pursuant  to  which  Senior
     Indebtedness  may have been  issued.  Failure to give such notice shall not
     affect the  subordination  of the  Securities  to the  Senior  Indebtedness
     provided in this Article X.

          (e) Nothing  contained  in this Article X shall limit the right of the
     Trustee or the Holders of Securities  to take any action to accelerate  the
     maturity of the Securities pursuant to Section 6.02 or to pursue any rights
     or remedies available under this Indenture or otherwise;  provided that the
     Trustee or the Holders shall, prior to commencing any such action,  provide
     the Representative of the holders of the Senior  Indebtedness with five (5)
     days prior written  notice of its  intention to take such action;  provided
     further that all Senior  Indebtedness  thereafter due or declared to be due
     shall  first  be paid in  full,  in cash or Cash  Equivalents,  before  the
     Holders are entitled to receive any payment of any kind or  character  with
     respect to Principal  of, or interest on or fees or other  amounts due with
     respect to, the Securities.

     SECTION  10.03.  Securities  Subordinated  to Prior  Payment  of All Senior
Indebtedness on Dissolution, Liquidation or Reorganization of Company.


          (a) Upon any payment or  distribution  of assets of the Company of any
     kind or character,  whether in cash,  property or securities,  to creditors
     upon any liquidation, dissolution, winding-up,  reorganization,  assignment
     for the benefit of creditors or marshaling of assets of the Company or in a
     bankruptcy,  reorganization,  insolvency,  receivership  or  other  similar
     proceeding  relating to the Company or its property,  whether  voluntary or
     involuntary,  all Senior  Indebtedness shall first be paid in full in, cash
     or Cash  Equivalents  (or such payment shall be duly provided for),  before
     any payment or  distribution of any kind or character is made on account of
     any Principal of, or interest on, or fees or other amounts due with respect
     to, the  Securities,  or for the  acquisition  of any of the Securities for
     cash or  property  or  otherwise.  Upon any such  dissolution,  winding-up,
     liquidation,  reorganization,   receivership  or  similar  proceeding,  any
     payment or  distribution of assets of the Company of any kind or character,
     whether  in cash,  property  or  securities,  to which the  Holders  of the
     Securities or the Trustee under this  Indenture  would be entitled,  except
     for the provisions hereof, shall be paid by the Company or by any receiver,
     trustee in bankruptcy,  liquidating  trustee,  agent or other Person making
     such  payment or  distribution,  or by the Holders or by the Trustee  under
     this Indenture if received by them, to the Representative of the holders of
     the  Senior  Indebtedness,   for  application  to  the  payment  of  Senior
     Indebtedness  remaining unpaid until all such Senior  Indebtedness has been
     paid in full,  in cash or Cash  Equivalents,  after  giving  effect  to any
     concurrent  payment,  distribution  or  provision  therefor  to or for  the
     holders of Senior Indebtedness.

          (b) To the extent any payment of Senior Indebtedness (whether by or on
     behalf of the Company,  as proceeds of security or enforcement of any right
     of setoff or otherwise) is declared to be fraudulent or  preferential,  set
     aside  or  required  to be paid to any  receiver,  trustee  in  bankruptcy,
     liquidating  trustee,  agent or other similar Person under any  bankruptcy,

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<PAGE>

     insolvency,  receivership,  fraudulent  conveyance or similar law, then, if
     such payment is recovered  by, or paid over to, such  receiver,  trustee in
     bankruptcy,  liquidating trustee, agent or other similar Person, the Senior
     Indebtedness or part thereof  originally  intended to be satisfied shall be
     deemed  to be  reinstated  and  outstanding  as if  such  payment  has  not
     occurred.

          (c) The  consolidation  of the  Company  with,  or the  merger  of the
     Company with or into, another corporation or the liquidation or dissolution
     of the Company following the conveyance or transfer of all or substantially
     all of its assets,  to another  corporation  upon the terms and  conditions
     provided  in Article V hereof and as long as  permitted  under the terms of
     the  Senior  Indebtedness  shall not be deemed a  dissolution,  winding-up,
     liquidation  or  reorganization  for the  purposes of this  Section if such
     other  corporation  shall,  as  a  part  of  such  consolidation,   merger,
     conveyance or transfer,  assume in writing, to the reasonable  satisfaction
     of the Representative,  the Company's  obligations  hereunder in accordance
     with Article V hereof.

          (d) The Company shall give prompt written notice to the Trustee of any
     dissolution,  winding-up, liquidation or reorganization of the Company, but
     failure  to give such  notice  shall not affect  the  subordination  of the
     Securities to the Senior Indebtedness provided in this Article X.

     SECTION  10.04.  Holders  to be  Subrogated  to Rights of Holders of Senior
Indebtedness.

     Subject to the payment in full, in cash or Cash Equivalents,  of the Senior
Indebtedness,  the Holders  shall be  subrogated to the rights of the holders of
Senior  Indebtedness to receive payments or  distributions of cash,  property or
securities  of the  Company  applicable  to the  Senior  Indebtedness  until the
Securities  shall  be paid or  converted  in  full.  For  the  purposes  of such
subrogation,  no such payments or distributions of cash,  property or securities
of the Company to the holders of the Senior  Indebtedness by or on behalf of the
Company  or by or on behalf  of the  Holders  by virtue of this  Article X which
otherwise  would have been made to the Holders shall, as between the Company and
the  Holders,  be deemed to be a payment by the  Company to or on account of the
Senior  Indebtedness,  it being understood that the provisions of this Article X
are and are intended  solely for the purpose of defining the relative  rights of
the Holders of the  Securities,  on the one hand,  and the holders of the Senior
Indebtedness, on the other hand.

     SECTION 10.05. Obligations of the Company Unconditional.

     Nothing  contained in this  Article X or elsewhere in this  Indenture or in
the Securities,  is intended to or shall impair,  as between the Company and the
Holders, the obligation of the Company, which is absolute and unconditional,  to
pay to the Holders the principal of, and interest on, the Securities as and when
the same shall  become due and payable in  accordance  with their  terms,  or is
intended to or shall affect the relative  rights of the Holders and creditors of
the  Company  other  than the  holders  of the  Senior  Indebtedness,  nor shall
anything herein or therein prevent the Trustee or any Holder from exercising all
remedies  otherwise   permitted  by  applicable  law  upon  default  under  this
Indenture, subject to the rights, if any, under this Article X of the holders of
Senior  Indebtedness  in respect of cash,  property or securities of the Company
received upon the exercise of any such remedy.  Upon any payment or distribution
of cash,  property or securities  of the Company  referred to in this Article X,
the  Trustee,  subject to the  provisions  of  Sections  7.01 and 7.02,  and the

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Holders  shall be entitled to rely upon any order or decree made by any court of
competent  jurisdiction  in which any  liquidation,  dissolution,  winding-up or
reorganization  proceedings  are  pending,  or a  certificate  of the  receiver,
trustee in bankruptcy,  liquidating  trustee or agent or other Person making any
payment or  distribution  to the  Trustee or to the  Holders  for the purpose of
ascertaining  (i)  the  Persons  entitled  to  participate  in such  payment  or
distribution,  (ii) the holders of Senior Indebtedness and other Indebtedness of
the Company,  (iii) the amount  thereof or payable  thereon,  (iv) the amount or
amounts paid or distributed  thereon, and (iv) all other facts pertinent thereto
or to this Article X. Nothing in this Article X shall apply to the claims of, or
payments to, the Trustee under or pursuant to Section 7.07. The Trustee, subject
to Section  1.01,  shall be entitled to rely on the  delivery to it of a written
notice by a Person  representing  himself or itself to be the  Representative of
the holders of the Senior Indebtedness. In the event that the Trustee determines
in good faith that any  evidence  is required  with  respect to the right of any
Person as a  Representative  of the  holders  of the  Senior  Indebtedness,  the
Trustee may request such Person to furnish  evidence  thereof to the  reasonable
satisfaction of the Trustee, and if such evidence is not furnished,  the Trustee
may defer any payment to such Person pending judicial  determination as to right
of such Person to receive  such  payment on behalf of the holders of the Secured
Indebtedness.

     SECTION  10.06.  Trustee  Entitled to Assume  Payments  Not  Prohibited  in
Absence of Notice.

     The  Company  shall give prompt  written  notice to the Trustee of any fact
known to the Company which would prohibit the making of any payment to or by the
Trustee in respect of the Securities  pursuant to the provisions of this Article
X.  Regardless  of  anything  to the  contrary  contained  in this  Article X or
elsewhere in this Indenture,  the Trustee shall not be charged with knowledge of
the existence of any Senior Debt Payment Default or Senior Debt Other Default or
of any other facts which would  prohibit  the making of any payment to or by the
Trustee unless and until the Trustee shall have received  notice in writing from
the  Company,  or from a  holder  of  Senior  Indebtedness  or a  Representative
thereof,  together  with proof  satisfactory  to the Trustee of such  holding of
Senior  Indebtedness or of the authority of such  Representative,  and, prior to
the receipt of any such written notice,  the Trustee shall be entitled to assume
(in the absence of actual knowledge to the contrary),  subject to the provisions
of Section 7.01 and 7.02 that no such facts exist.

     SECTION 10.07. Application by Trustee of Assets Deposited with It.

     U.S. Legal Tender or U.S.  Government  Obligations  deposited in trust with
the Trustee  pursuant to and in accordance  with Sections 8.01 and 8.02 shall be
for the sole  benefit  of the  Holders  of the  Securities  and,  to the  extent
allocated  for  the  payment  of  Securities,   shall  not  be  subject  to  the
subordination  provisions of this Article X.  Otherwise,  any deposit of assets,
property or  securities  by or on behalf of the Company  with the Trustee or any
Paying  Agent  (whether  or not in trust) for the  payment of  Principal  of, or
interest on, any  Securities  shall be subject to the provisions of this Article
X;  provided,  however,  that if prior to the second  Business Day preceding the
date on which  by the  terms  of this  Indenture  any  such  assets  may  become
distributable for any purpose  (including,  without  limitation,  the payment of
either  Principal  of, or interest on, any  Security) the Trustee or such Paying
Agent shall not have  received  with respect to such assets the notice  provided
for in Section  10.06,  then the  Trustee or such  Paying  Agent shall have full

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power and  authority to receive such assets and to apply the same to the purpose
for which they were  received,  and shall not be  affected  by any notice to the
contrary received by it on or after such date. Nothing contained in this Section
10.07  shall limit the right of the  holders of Senior  Indebtedness  to recover
payments as contemplated by this Article X.

      SECTION 10.08. No Waiver of Subordination Provisions.

          (a)  No  right  of  any  present  or  future   holder  of  any  Senior
     Indebtedness to enforce  subordination as herein provided shall at any time
     in any way be  prejudiced  or  impaired by any act or failure to act on the
     part of the Company or by any act or failure to act, in good faith,  by any
     such  holder,  or by any  non-compliance  by the  Company  with the  terms,
     provisions  and  covenants of this  Indenture,  regardless of any knowledge
     thereof any such holder may have or be otherwise charged with.

          (b) Without  limiting the generality of subsection (a) of this Section
     10.08, the holders of Senior Indebtedness may, at any time and from time to
     time,  without  the consent of or notice to the  Trustees  or the  Holders,
     without  incurring  responsibility  to the Holders and without impairing or
     releasing the  subordination  provided in this Article X or the obligations
     hereunder of the Holders to the holders of Senior Indebtedness,  do any one
     or more of the following:  (1) change the manner,  place,  terms or time of
     payment  of,  or renew or  alter,  Senior  Indebtedness  or any  instrument
     evidencing  the same or any agreement  under which Senior  Indebtedness  is
     outstanding;  (2)  sell,  exchange,  release  or  otherwise  deal  with any
     property pledged, mortgaged or otherwise securing Senior Indebtedness;  (3)
     release any Person  liable in any manner for the  collection  or payment of
     Senior Indebtedness; and (4) exercise or refrain from exercising any rights
     against the Company and any other Person.

     SECTION 10.09.  Holders  Authorize  Trustee to Effectuate  Subordination of
Notes.

     Each  Holder  of  the  Securities  by  such  Holders'   acceptance  thereof
authorizes  and expressly  directs the Trustee on his behalf to take such action
as may be necessary or appropriate to effectuate, as between the Holders and the
holders of Senior Indebtedness,  the subordination  provisions contained in this
Article X, and  appoints  the Trustee such  Holders'  attorney-in-fact  for such
purpose,  including, in the event of any liquidation,  dissolution,  winding-up,
reorganization,  assignment for the benefit of creditors or marshaling of assets
of the Company (whether in bankruptcy, insolvency or receivership proceedings or
upon  assignment  for the benefit of creditors  or  otherwise)  tending  towards
liquidation of the business and assets of the Company, the immediate filing of a
claim for the unpaid balance of such Holder's Securities in the form required in
said  proceedings  and cause said claim to be approved.  If the Trustee does not
file a proper  claim or proof of debt in the form  required  in such  proceeding
prior to thirty (30) days before the  expiration  of the time to file such claim
or  proof,  then  any of  the  holders  of  the  Senior  Indebtedness  or  their
Representative  is  hereby  authorized,   but  is  not  obligated,  to  file  an
appropriate  claim for and on behalf of the Holders of said Securities.  Nothing
herein  contained  shall be deemed to  authorize  the  Trustee or the holders of
Senior Indebtedness or their Representative to authorize or consent to or accept
or adopt on  behalf  of any  Holder  any  plan of  reorganization,  arrangement,
adjustment or  composition  affecting the Securities or the rights of any Holder
thereof,  or to authorized the Trustee or the holders of Senior  Indebtedness or
their  Representative  to vote in respect of the claim of any Holder in any such
proceeding.

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     SECTION 10.10. Right of Trustee to Hold Senior Indebtedness.

     The  Trustee  and any agent of the  Company  shall be  entitled  to all the
rights set forth in this Article X with respect to any Senior Indebtedness which
may at any time be held by it in its  individual  or any other  capacity  to the
same  extent as any other  holder of Senior  Indebtedness  and  nothing  in this
Indenture  shall  deprive  the Trustee or any such agent of any of its rights as
such holder.

     With respect to the holders of Senior Indebtedness,  the Trustee undertakes
to perform or to  observe  only such of its  covenants  and  obligations  as are
specifically  set  forth  in  this  Article  X,  and  no  implied  covenants  or
obligations  with  respect to the holders of Senior  Indebtedness  shall be read
into this Indenture against the Trustee.

     Whenever  a  distribution  is to be made or a notice  given to  holders  or
owners of Senior Indebtedness, the distribution will be made and the notice will
be given to their Representative.

     SECTION 10.11. This Article X Not To Prevent Events of Default.

     The failure to make a payment on account of  Principal  of, or interest on,
the  Securities  by  reason  of any  provision  of this  Article  X will  not be
construed as preventing the occurrence of an Event of Default.

     Nothing contained in this Article X shall limit the right of the Trustee or
the Holders of the  Securities to take any action to accelerate  the maturity of
the  Securities  pursuant  to Article  VI or to pursue  any  rights or  remedies
hereunder or under  applicable  law,  subject to the rights,  if any, under this
Article X of the holders, from time to time, of Senior Indebtedness.

     SECTION  10.12.   No  Fiduciary  Duty  of  Trustee  to  Holders  of  Senior
Indebtedness.

     The Trustee shall not be deemed to owe any fiduciary duty to the holders of
Senior  Indebtedness,  and it  undertakes  to  perform  or  observe  such of its
covenants and obligations as are  specifically  set forth in this Article X, and
no implied  covenants or  obligations  with  respect to the Senior  Indebtedness
shall be read into this Indenture against the Trustee.  The Trustee shall not be
liable to any such  holders  (other  than for its  willful  misconduct  or gross
negligence) if it shall pay over or deliver to the Holders or the Company or any
other Person  money or assets in  compliance  with the terms of this  Indenture.
Nothing in this Section  10.12 shall affect the  obligation  of any Person other
than the  Trustee  to hold such  payment  for the  benefit  of,  and to pay such
payment over to, the holders of Senior Indebtedness or their Representative.

                                  ARTICLE XI.

                                 MISCELLANEOUS

     SECTION 11.01. TIA 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.

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<PAGE>

     SECTION 11.02. Notices.

     Any notices or other  communications  required or permitted hereunder shall
be in writing,  and shall be  sufficiently  given if made by hand  delivery,  by
telex, by telecopier or registered or certified mail,  postage  prepaid,  return
receipt requested, or overnight courier addressed as follows:

            if to the Company:

            Headway Corporate Resources, Inc.
            317 Madison Avenue, 3rd Floor
            New York, NY 10022
            Attention:  Ms. Philicia G. Levinson, Senior Vice
            President and Chief Financial Officer
            Fax:  (212) 672-6699

            with a copy to:

            Salans Hertzfeld Heilbronn Christy & Viener
            Rockefeller Center
            620 Fifth Avenue
            New York, New York 10020
            Attention: Richard B. Salomon, Esq.
            Fax:  (212) 632-5555

            and:

            Weil, Gotshal & Manges LLP
            767 Fifth Avenue
            New York, NY  10153-0119
            Attention: Warren Buhle
            Fax: (212) 310-8007


            if to the Trustee:

            State Street Bank and Trust Company, N. A.
            61 Broadway
            15th Floor
            New York, NY 10006
            Attention:  Corporate Trust Department
            Fax:  (212) 612-3202

     Each of the  Company  and the  Trustee by written  notice to each other may
designate   additional  or  different  addresses  for  notices.  Any  notice  or
communication  to the Company or the Trustee  shall be deemed to have been given
or made as of the date so  delivered,  if  personally  delivered;  when answered
back, if telexed; when receipt is acknowledged, if faxed; five (5) calendar days

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after mailing,  if sent by registered or certified mail, postage prepaid (except
that a notice of change of address  shall not be deemed to have been given until
actually  received by the  addressee);  and the next  Business  Day after timely
delivery to the courier, if sent by overnight air courier  guaranteeing next day
delivery.

     Any  notice or  communication  mailed to a  Securityholder,  including  any
notice delivered in connection with TIA ss.310(b),  TIA ss.313(c), TIA ss.314(a)
and TIA ss.315(b) shall be mailed to him by first class mail or other equivalent
means at his address as it appears on the  registration  books of the  Registrar
and shall be sufficiently given to him if so mailed within the time prescribed.

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

     SECTION 11.03. Communications by Holders with Other Holders.

     Securityholders  may  communicate  pursuant  to TIA  ss.312(b)  with  other
Securityholders  with  respect  to their  rights  under  this  Indenture  or the
Securities.  The Company,  the Trustee, the Registrar and any other person 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 to the Trustee to take any
action under this  Indenture,  the Company  shall  furnish to the Trustee at the
request of the Trustee:

          (a)  an  Officers'  Certificate  (in  form  and  substance  reasonably
     satisfactory  to the Trustee)  stating that, in the opinion of the signers,
     all conditions  precedent,  if any, provided for in this Indenture relating
     to the proposed action have been complied with; and

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

     SECTION 11.05. Statements Required in Certificate or Opinion.

     Each  certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture shall include:

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

          (b) 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;

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<PAGE>

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

          (d) a  statement  as to  whether or not,  in the  opinion of each such
     person,  such  condition  or covenant  has been  complied  with;  provided,
     however,  that,  with respect to certain  matters of fact not involving any
     legal  conclusion,  an  Opinion  of Counsel  may,  upon the  consent of the
     parties  relying  on such  opinion,  rely on an  Officers'  Certificate  or
     certificates of public officials.

     SECTION 11.06. Rules by Trustee, Paying Agent, Registrar.

     The Trustee may make  reasonable  rules in  accordance  with the  Trustee's
customary practices for action by or at a meeting of Securityholders. The Paying
Agent or Registrar may make reasonable rules and set reasonable requirements for
its functions.

     SECTION 11.07. Legal Holidays.

     If a payment date is a Legal Holiday at such place,  payment may be made at
such  place  on the next  succeeding  day  that is not a Legal  Holiday,  and no
interest shall accrue for the intervening period.

     SECTION 11.08. Governing Law.

     THIS  INDENTURE  AND THE  SECURITIES  SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE  WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE
AND  PERFORMED  WITHIN THE STATE OF NEW YORK,  WITHOUT  REGARD TO  PRINCIPLES OF
CONFLICTS  OF LAW.  THE  PARTIES  HERETO  AGREE  TO  IRREVOCABLY  SUBMIT  TO THE
JURISDICTION  OF ANY NEW YORK STATE COURT SITTING IN THE BOROUGH OF MANHATTAN IN
THE CITY OF NEW YORK OR ANY FEDERAL COURT SITTING IN THE BOROUGH OF MANHATTAN IN
THE CITY OF NEW YORK IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF
OR RELATING TO THIS INDENTURE AND THE  SECURITIES,  AND  IRREVOCABLY  ACCEPT FOR
THEMSELVES  AND IN RESPECT OF THEIR  PROPERTY,  GENERALLY  AND  UNCONDITIONALLY,
JURISDICTION OF THE AFORESAID COURTS.  THE PARTIES HERETO  IRREVOCABLY WAIVE, TO
THE FULLEST  EXTENT THEY MAY  EFFECTIVELY DO SO UNDER  APPLICABLE  LAW, TRIAL BY
JURY AND ANY OBJECTION WHICH THEY MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE
VENUE OR THAT ANY SUCH SUIT, ACTION OR PROCEEDING  BROUGHT IN ANY SUCH COURT HAS
BEEN BROUGHT IN AN INCONVENIENT FORUM.  NOTHING HEREIN SHALL AFFECT THE RIGHT OF
THE TRUSTEE OR ANY HOLDER TO SERVE PROCESS IN ANY OTHER MANNER  PERMITTED BY LAW
OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE COMPANY IN ANY
OTHER JURISDICTION.

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<PAGE>

     SECTION 11.09. No Adverse Interpretation of Other Agreements.

     This Indenture may not be used to interpret another indenture, loan or debt
agreement  of the  Company  or any of its  Subsidiaries,  except  to the  extent
necessary to interpret the meanings of provisions or defined terms  specifically
incorporated by reference. Any such indenture, loan or debt agreement may not be
used to interpret this  Indenture,  except to the extent  necessary to interpret
the  meanings  of  provisions  or defined  terms  specifically  incorporated  by
reference.

     SECTION 11.10. No Recourse Against Others.

     A director,  officer,  employee,  stockholder or Affiliate, as such, of the
Company  and each of its  Subsidiaries  shall  not have  any  liability  for any
obligations  of the Company  under the  Securities  or the  Indenture or for any
claim  based  on,  in  respect  of or by  reason  of such  obligations  or their
creation.  Each  Securityholder  by accepting a Security waives and releases all
such liability.  Such waiver and release are part of the  consideration  for the
issuance of the Securities.

     SECTION 11.11. Successors.

     All agreements of the Company in this  Indenture and the  Securities  shall
bind its successors and assigns. All agreements of the Trustee in this Indenture
shall bind its successors and assigns.

     SECTION 11.12. Counterparts.

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

     SECTION 11.13. Severability.

     In case any provision in this Indenture or in the Securities  shall be held
invalid, illegal or unenforceable,  in any respect for any reason, the validity,
legality and enforceability of the remaining  provisions shall not in any way be
affected or  impaired  thereby;  it being  intended  that all of the  provisions
hereof shall be enforceable to the full extent of the law.

     SECTION 11.14. Table of Contents, Headings. Etc.

     The table of contents,  cross-reference  sheet and headings of the Articles
and Sections of this Indenture  have been inserted for  convenience of reference
only, and are not to be considered a part hereof,  and shall in no way modify or
restrict any of the terms or provisions hereof.


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     SIGNATURES

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

                                    HEADWAY CORPORATE
                                      RESOURCES, INC., as Issuer

                                     By: /s/

                                    STATE STREET BANK AND TRUST COMPANY,
                                    N.A., as Trustee

                                     By: /s/


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